Pinewood Technologies Group PLC

Annual Report FY25

Driving

future

growth

Revenue

£40.5m

+29.8%

FY24: £31.2m

Gross profit

£34.7m

+23.0%

FY24: £28.2m

Underlying EBITDA

£16.4m

+17.1%

FY24: £14.0m

Recurring revenue

83.2%

-3.3%

FY24: 86.5%

Net customer churn

2.5%

+1.4%

FY24: 1.1%

Underlying EBITDA margin

40.5%

-4.4%

FY24: 44.9%

FY25 Highlights

Financial highlights

*

*

Please note that FY24 was an 11 month period.

Strategic Report

Pinewood at a glance

Investment Case

Our Growth Ambition

Chairman’s Statement

Chief Executive Officer’s Review

Drivers of Growth

Business Model

Business Strategy

Financial Review

Operating Review

S172 Statement

ESG Report

Risk Overview & Management

Viability Statement

Directors’ Report

Board of Directors

The Non-Executive Board

Corporate Governance Report

Audit Committee Report

Nomination Committee Report

Remuneration Committee Report

Directors’ Remuneration Report

Directors’ Report

Statement of Directors’ Responsibilities

Financial Statements

Independent Auditors’ Report

Group Financial Statements & Notes

Company Financial Statements & Notes

Advisors, Banks &

Shareholder Information

Contents

First SaaS automotive

system

Pinewood at a glance

Dedicated to transforming automotive

retail software

and hyperscale

–

Our system is active in 36 countries

with over 35,000 users focused on the

UK, Europe and Asia

Recurring revenue

streams

–

Consistent growth in revenue and

high, stable gross margins

–

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

High user

loyalty

–

2.0% avg. net user churn over the

last three years

Experienced

workforce

–

40 year’s experience in the

automotive industry

–

International workforce across

multiple countries

–

Headcount of c.400 employees of

which c.50% are software developers

Partnerships with

50+ OEM Brands

–

Long-standing relationships with

original equipment manufacturer

(OEM) strategic partners

–

Enables transformation of customer

experience, improved efficiency and

increased profitability

Software-as-a-Service

(SaaS) for two decades

Our platform

What we do

8

Registered

offices globally

36

Countries with

Pinewood AI operations

02

02

Long Customer

Tenure

–

OEM relationships and

market `know-how’

are required to sell to

dealerships, creating

barriers to entry and

reinforcing incumbent

advantage

–

Average customer

relationships exceed a

decade, giving vendors

durable, annuity-like

retention

–

Certification with each

manufacturer can cost

vendors up to $1m per

brand, deterring new

entrants

03

High Switching

Costs

–

Historically, DMS

migration has been

a lengthy process,

taking 12+ months and

requires retraining

staff and risking

short-term revenue

disruption

–

This has historically

resulted in high

retention rates

05

Digital-

Transformation

Catalyst

–

AI-enabled features

(e.g., automated

scheduling, customer

outreach) boost

operational efficiency,

reduce errors and cut

admin burdens for

dealerships

–

This has accelerated

modern DMS adoption

06

Compliance &

Regulatory

–

Heightened scrutiny

and rising compliance

demands have driven

dealers towards

secure, cloud-based

DMS platforms like

Pinewood.AI

04

Attractive

Financial Profile

–

Subscription revenue

visibility as dealer

groups pay on

multi-year contracts,

creating highly

predictable cash flows

–

Asset light SaaS model

and minimal COGS

translates to high gross

margins

Mission-Critical

Software

–

Dealer Management

Software (DMS) is a

mission-critical system

of record, allowing car

dealerships to manage

day-to-day operations

–

It is the operational

backbone for

dealerships—downtime

halts revenue,

reinforcing its strategic

indispensability

01

Investment case

Why invest in automotive DMS?

Strategic Report

Directors’ Report

Financial Statements

03

Pinewood Technologies Group PLC Annual Report FY25

Clear roadmap for growth

Our growth ambition

Our target

How we will get there: our drivers of growth

Continuous

evolution

The Group maintains a balance between

product innovation, operational efficiency and a

customer-centric focus. This blend of influences

acts as a constant source of inspiration and allows

us to maintain a continuous flow of enhancements

and new products for our customers.

Customer growth

and retention

Customer growth remains a central driver of

our success, with our sales teams proactively

engaging prospective clients to showcase the

innovation, performance, and intuitive design of

our solutions. Equally vital is customer retention;

our dedicated product specialists work closely

with clients to maximise value, deepen adoption,

and introduce enhancements and new capabilities

that support their evolving needs.

Experts behind

our products

From product specialists with extensive system

and dealership expertise to senior developers

and architects who were instrumental in building

the product from the ground up, our team brings

unmatched mastery, insight, and hands-on

experience across every critical area, ensuring

innovative solutions, seamless integration, and

exceptional performance at every level.

£58-62

m

FY28 Underlying EBITDA

04

Pinewood Technologies Group PLC Annual Report FY25

Chairman’s statement

Over the period, the focus has been

firmly on executing our strategy

and delivering against the targets

set out at our Capital Markets

Day in October 2024. The strong

financial performance achieved

over the year is clear evidence of

that progress.

During the year, Pinewood.AI achieved a number

of important milestones, including signing a

significant contract with Global Auto Holdings,

hitting our target to sign up two of the top 20

auto retail groups in the UK and Ireland ahead of

schedule. Implementation is progressing

well and remains on track for completion in 2026,

demonstrating our ability to deliver complex,

large-scale deployments for leading

automotive retailers.

2025 was a year

of strong strategic

and operational

progress

Pinewood.AI, as a

Group, continued to

build momentum as

a standalone, pure-

play automotive

technology

business.

”

Ian Filby,

Non-Executive Chairman

During the year, we also strengthened the

composition of the Board with the appointments

of Shruthi Chindalur and Dr Robert Plant as

Independent Non-Executive Directors. They

bring a wealth of experience across technology,

strategy and international markets, which will

be invaluable as the Group continues to execute

its growth plans. I would also like to thank Nikki

Flanders for her significant contribution to the

Board over a number of years, particularly in

advancing the Group’s ESG agenda, and wish her

well for the future.

As we look ahead, we remain confident in the

Group’s long-term prospects. Pinewood.AI

benefits from a strong competitive position,

underpinned by its proprietary technology, deep

OEM integrations and high levels of recurring

revenue. The Board is encouraged by the

momentum in the business and the significant

opportunities ahead across our core markets.

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

our colleagues for their continued hard work and

commitment. Their expertise and dedication have

been central to the progress made over the past

year and will remain critical as we move into the

next phase of our development.

The Board remains focused on supporting Bill

and his team as they continue to execute the

Group’s strategy and deliver on its medium-term

targets. We are confident that Pinewood.AI is well

positioned to deliver sustainable, long-term value

for shareholders.

Ian Filby,

Chairman

22 April 2026

Building on this strong execution in the UK,

Pinewood.AI made significant progress in

advancing its international ambitions. In

particular, the opportunity in North America

remains significant, and the Group has taken

meaningful steps towards unlocking this potential.

Engagement with OEM partners across Lithia’s

network has progressed well, with integration

work underway with a large number of partners.

The commencement of a pilot programme in one

of Lithia’s US dealerships marks an important

milestone, and we are encouraged by the

early progress as we build towards a broader

rollout in 2026.

A further strategic highlight was the acquisition

of Seez, a leading automotive AI platform. This

enhances Pinewood.AI’s product offering and

strengthens our in-house capabilities in an area

that is becoming increasingly important to our

customers. Integration is progressing well, and the

Company sees a meaningful opportunity to drive

further growth through cross-sell and continued

product innovation.

Alongside these strategic developments, the

Group has continued to invest in its platform

and product capabilities. The pace of innovation

remains high, with enhancements to user

experience and the development of our Business

Intelligence offering further strengthening the

value we provide to customers. This is reflected in

the Group’s exceptionally high levels of customer

retention and recurring revenue, which remain

key indicators of the strength and relevance of

our technology.

The Board also took steps during the year to

simplify the Group’s structure and strengthen its

position in North America, with the agreement

to acquire Lithia’s majority stake in the Pinewood

North America joint venture. This provides the

Group with greater strategic and operational

control as we pursue our growth ambitions in this

important market.

Chief Executive Officer’s review

2025 was the second year of Pinewood.AI being

a standalone technology provider to automotive

retailers and OEMs and I am proud of the huge

progress we have made in this time. From the

highly successful system rollout in the 42 ex-

Jardine Motor Group dealers, signing major

enterprise customers Marshalls and Lookers, our

pivotal acquisition of Seez AI, an oversubscribed

equity raise, deals with Porsche and Volkswagen

in Japan and buying Lithia out of their share of

the North American JV, it has been a momentous

two years. We set out our strategy at our Capital

Markets Day (CMD) in October 2024 and all of

this activity represents positive progress against

the strategic targets we declared.

The largest opportunity from a commercial

viewpoint is in North America, with a total

addressable market of over $9 billion. We have

made huge strides in the last 12 months on our

North American development work and we have

now engaged with the vast majority of OEMs that

Lithia represents through its North American

dealer network. Integration work is underway

with a large number of these OEMs. Alongside

this, our product teams have been carrying out

extensive testing and development to optimise

the Pinewood.AI platform for the North American

market and this has enabled us to start our system

testing in some of Lithia’s US dealers.

Well-positioned for

future expansion

We are confident that we are now

well-positioned to grow significantly

over the next few years, as we look

to expand our global customer base

and develop the functionality of our

technology.”

Bill Berman,

Chief Executive Officer

06

Pinewood Technologies Group PLC Annual Report FY25

The pilots are progressing extremely well and we

are building significant momentum towards a full

rollout across Lithia’s US dealers.

In July 2025 we reached an agreement with

Lithia to acquire its majority stake in our

Pinewood North America LLC joint venture,

which was established at the time the original

transaction that created Pinewood.AI. We saw

the benefits of this decision in February 2026

with our first showing at the North American

Dealer Association (NADA) conference in Las

Vegas, which was a tremendous success. We had

thousands of visits to our stand and a number of

positive conversations with potential customers

based not only in North America, but around

the world.

One of the prevailing trends in the past year

has been increased scrutiny on companies in

the software industry in the face of continued

advances in AI technologies, particularly those

made by the largest ‘general purpose’ AI agents.

We are excited by the transformative potential

that AI presents for our business and our

customers. In March 2025, Pinewood.AI acquired

Seez, the market-leading automotive AI company.

Unlike competitors whose AI functionality relies

solely on general-purpose Large Language

Models (LLMs), Seez’s approach uses advanced

reasoning to actively drive our customers’

businesses forward. Integration of the Seez AI

functionality with the Pinewood AI data stack has

been a priority throughout 2025 and is now at an

advanced stage, with cross-selling opportunities

already converting across both the historic

Pinewood AI and Seez customer bases.

The quality and depth of our proprietary data,

built up over 20+ years, underpins a competitive

moat that general-purpose AI agents cannot

easily replicate. Our OEM integrations are

tailored to each country and manufacturer,

requiring the kind of deep industry intelligence

that comes only from years of collaborative

development with dealers and OEMs. This is not

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

is our advantage. We are not standing still: we

continuously use these insights to evolve and

improve our platform, ensuring Pinewood.AI

remains the most capable and trusted solution in

automotive retail technology.

The evolution of the Pinewood.AI platform

continues at pace, with a number of other

embedded features that can be offered to our

customers. In particular, we are in a progressed

stage with our Business Intelligence module, which

has a number of Data & Analytics embedded

dashboards. This continual evolution is one of the

key reasons our customer retention is so high.

Our net customer churn in FY25 was just 2.5%.

Looking ahead, we are very confident in the

positive long-term prospects for the Group.

Pinewood.AI holds a leading position as a mission-

critical, full-service, embedded technology

provider to automotive retailers and OEMs.

We benefit from high recurring revenues and

long-standing OEM partnerships. This positions

Pinewood.AI to remain at the forefront of

technology innovation, ensuring that we provide

best in class technology and secure solutions for

our current and future customers.

Therefore, we are well-positioned to continue

executing our strategy and the Board reaffirms

its expectations that Pinewood.AI will achieve

its medium-term FY28 guidance of underlying

EBITDA of £58-62 million.

Bill Berman

Chief Executive Officer

22 April 2026

Chief Executive Officer’s review

continued

Strategic Report

Directors’ Report

Financial Statements

07

Pinewood Technologies Group PLC Annual Report FY25

1981

2000s-2010s

1998

2024

2020-2023

2025

Origins

Pinewood was founded in 1981

after a Renault dealer in London

grew frustrated with the lack

of suitable systems to run his

business. He assembled a small

team of developers to build a

better solution, marking the

birth of Pinewood as a classic

early-1980s tech startup.

Drivers of growth

Continuous evolution

Growth and modernisation

Throughout the 2000s, Pinewood evolved

from traditional on-premise systems to a

fully cloud-based DMS, pioneering digital

tools for online vehicle sales, customer

communication, and data-driven dealership

management. It’s software powered

thousands of dealerships across the UK

and Europe, becoming known for reliability,

integration, and innovation.

Early innovation

Pendragon acquired Pinewood to develop a

multi-brand DMS capable of supporting large-

scale dealership operations. Pinewood became

central to Pendragon’s growth, helping

introduce new digital processes and efficiency

models that later became industry norms.

Transformation

By the early 2020s, Pendragon was

one of Europe’s largest dealer groups,

with Pinewood providing its core

technology backbone. In 2023-24,

following Pendragon’s strategic sale

of its dealer network to Lithia Motors,

Pinewood Technologies Group PLC

emerged as a standalone public

company, focused solely on software

and technology for automotive retail.

Expansion

Pinewood spun out independently and began trading

as Pinewood Technologies Group PLC (LSE: PINE).

Under the customer-facing brand Pinewood.AI,

the company launched its Automotive Intelligence

Platform, a unified, AI-powered cloud platform

designed for OEMs and dealer groups worldwide. Led

by CEO Bill Berman, Pinewood.AI positioned itself as

a global leader in automotive intelligence, blending

data, automation and customer experience tools.

Global scale

In March 2025, Pinewood.AI acquired Seez,

strengthening its capabilities in AI-driven

automotive retail. In July 2025, it acquired the

remaining 51% stake in its North American joint

venture, taking full ownership and accelerating

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

partner operation was acquired, enabling full

control and accelerated growth in the region. By

late 2025, Pinewood.AI operated in 36 countries,

with their technology being utilised in over 2,000

dealers with more than 50,000 daily users.

08

Pinewood Technologies Group PLC Annual Report FY25

Growth

Seez AI

–

Acquisition opens global AI

automotive opportunities

–

Works with all dealer software

no matter the existing provider

International scale up

–

US & Japanese projects

progressing well

–

Acquisition of market partners allows

access to full scale of global revenues

Retention

Minimal net user churn

–

Net user churn 2.5%

High recurrence

–

Recurring revenue and

long-term retention through

subscription-led model

Customer satisfaction

–

Users experienced 91%

satisfaction FY25

Security driving retention

–

100% cloud-based and continued

investment in security

Drivers of growth

continued

£64.5m

Total Contract Value (TCV) –

future incremental revenue

from signed customer contracts

$60

m

Fully scaled

annual Lithia

US revenue

83.2

%

Recurring

revenue

2.5

%

Net user

churn

09

Drivers of growth

continued

Expanding product range

Integration of Seez AI tools

–

Integration of AI products allows

us to improve dealer operational

efficiencies and automate workflows,

resulting in faster lead responses

and improved conversion rates

as well as proactive aftersales

revenue generation

Connected ecosystem strategy

and future roadmap

–

Pinewood AI platform powered

by Seez creates a seamless

experience leveraging the best

from both platforms

–

Business Intelligence reporting, driving

improved dealership oversight from

operational data as the single source

of the truth

Expert skill

Deep expertise

–

Built by car people, for car people

Global implementation

know-how

–

Wide operations and experience

– 36 countries with Pinewood AI

operations

Expanding technical skill base

–

e.g. Acquisition of Seez adds specialist

knowledge, ensuring we retain

competitive advantages

People-first culture

–

People-first, values-led culture that

drives growth by engaging with,

supporting and inspiring our team

£33.7

m

Recurring

revenue

398

Employees around

the world

£10.5m

Spend on software

development

Experts behind our products

10

Pinewood Technologies Group PLC Annual Report FY25

Customer-centric

culture

Superior

customer insights

Connected,

real time data

Business model

Technology platforms,l

built by car people for car people

How we create value

What we offer

The problems we solve

–

Our USP is more than a DMS

–

The inability of dealerships to unlock the value

of their data isn’t just due to the limitations

of their current DMS

–

Cultural lack of customer-centricity is an

industry problem that technology does

not solve

–

Dealerships focus on functional silos, not

the automotive buyer journey

–

We can offer an ecosystem that combines

connected dealership data with connected

customer journeys to deliver unprecedented

business performance

What our clients value

Benefits we provide

to dealerships

–

Enabling dealers to operate with one

version of the truth in real time

–

Pinewood is 100% cloud hosted which is

highly scalable and secure

–

End-to-end connected data

for efficiency

–

Automotive specific AI, supporting

dealer processes

–

Deep and longstanding customer

relationships, 2% net user churn over the

last three years

–

A stable, highly skilled team, unrivalled

automotive industry expertise and

experience – built by car people for

car people

Customer-centric

experience

Personalised

conversations

Connected

customer journey

Strategic Report

Directors’ Report

Financial Statements

The Pinewood business strategy, as outlined at

our Capital Markets Event in October 2024 can

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

execution with significant opportunity ahead.

UK & Ireland

– Target Large UK Auto

Retail Groups

– Top 100 Sweep

– Maximise Product Sales in

Existing Customer Base

International

–

Northern & Central Europe

– Asia Pacific

– South Africa

Products / Vertical sales

– Multiple Product

Opportunities to Upsell

– AI

– Build vs Buy vs Partner

North America

– Discovery Phase and

Development Work

– US Store Pilot

– Rollout into US Market

Business strategy

Significant

opportunity

ahead

12

Pinewood Technologies Group PLC Annual Report FY25

£m, unless stated

12m period ended

31 December 2025

(FY25)

11m period ending

31 December 2024

(FY24)

Variance

Revenue

40.5

31.2

29.8%

Gross Profit

34.7

28.2

23.0%

Underlying EBITDA

16.4

14.0

17.1%

Underlying Profit Before Tax

8.8

8.5

3.5%

Underlying Operating Profit

8.3

8.4

(1.2)%

Operating (Loss) / Profit

(9.4)

4.3

(318.6)%

Profit Before Tax

49.7

8.2

506.1%

Cash as at 31 December

34.1

9.3

266.7%

Revenue increased by 29.8% to £40.5m in FY25

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

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

revenue growth was due to a combination of

FY24 being an 11 month period and FY25 being

a 12 month period, the Seez acquisition in March

2025, revenue from new customers and revenue

from upselling to our existing customer base.

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

recurring (83.2%). Underlying profit before tax

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

The decrease in the gross margin rate from

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

impact of the Seez acquisition, whose results were

consolidated from the start of March 2025. The

majority of our cost of sales are cloud hosting

costs. We continue to use a series of measures to

make our cloud hosting as efficient as possible,

while maintaining optimum system performance.

Underlying administrative expenses in FY25

increased by £6.6m compared to FY24 to

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

increased software asset amortisation and

increased depreciation charges, with the

remainder primarily related to increased

resource costs.

As a result of these movements, underlying

operating profit in FY25 was £8.3m, a decrease

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

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

£14.0m in FY24.

Strong growth

with global demand

There was a non-underlying profit before tax

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

of a £60.8m gain on the remeasurement of

previously held equity interest in Pinewood North

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

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

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

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

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

amortisation of acquisition related intangible

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

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

from the subsidiary, Pinewood North America,

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

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

£0.8m (FY24: £nil).

Group net assets were £204.2m at 31 December

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

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

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

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

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

2024: £7.6m).

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

was made up of the underlying operating profit

of £8.3m and the non-underlying operating loss

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

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

before tax of £8.8m and the non-underlying

profit before tax of £40.9m.

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

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

FY25 were £34.1m of proceeds from the equity

fundraise in February 2025, £26.5m paid relating

to the Seez acquisition in March 2025 and £10.0m

collected from Lithia relating to a tax debtor.

Financial review

Strategic Report

Directors’ Report

Financial Statements

13

Pinewood Technologies Group PLC Annual Report FY25

Operating review

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

technology provider to automotive retailers and

OEMs in the UK and 35 other countries worldwide,

with the majority of revenue being recurring.

The automotive system market for Franchised

Motor Dealers is estimated to be worth at least

£100 million in the UK. Two providers dominate

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

The global automotive system market is highly

fragmented with over 50 different providers

within Europe alone. In North America, the

market for what are called Dealer Management

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

North America, the market for complementary

add-on products such as CRMs and service tools

is worth an additional $4.1 billion and there is

also a $2.8 billion addressable market in systems

for commercial vehicles, RVs, motorbikes and

boats. All of this North American market is an

opportunity for Pinewood.AI.

Strong financial

performance

Pinewood.AI’s unique approach to the market is

characterised by:

–

a single ecosystem which is deployed globally

with continuous software updates;

–

a cloud-based solution which is highly secure

and feature-rich;

–

a focus on strong manufacturer partnerships

and supporting dealer profitability; and

–

a commitment to using the latest technology to

reshape motor retail.

14

Pinewood Technologies Group PLC Annual Report FY25

Pinewood.AI’s system is a market-leading

automotive intelligence platform, which has

been developed collaboratively with dealers and

OEMs to provide secure software across sales,

aftersales, accounting and CRM and has focused

on developing recurring revenue streams. In

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

a recurring basis. During FY25 there has been

net customer churn of 2.5%. This low net churn

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

In FY25, Pinewood.AI increased its investment

in its systems with £13.6m of development

expenditure, of which £10.5m was capitalised

(77% capitalisation rate). The main focuses for

the development team during FY25 have been

‘hyperscale’ system development to ensure the

system is ready for deployment in North America,

working on North American integrations with

OEMs and third-party layered apps, and ongoing

investment in platform architecture and security.

–

a single ecosystem which is deployed

globally with continuous software

updates;

–

a cloud-based solution which is highly

secure and feature-rich;

–

focus on strong manufacturer

partnerships and supporting dealer

profitability; and

–

commitment to using the latest

technology to reshape motor retail.

Pinewood’s unique

approach to the market

is characterised by:

Operating review

continued

£m

H1 FY25

H2 FY25

FY25

H1 FY24

H2 FY24

2

FY24

Change

Revenue

19.6

20.9

40.5

16.1

15.1

31.2

29.8%

Gross Profit

17.0

17.7

34.7

14.5

13.7

28.2

23.0%

Gross margin rate

86.7%

84.7%

85.7%

90.1%

90.7%

90.4%

(4.7%)

Underlying Administrative Expenses

(12.9)

(13.5)

(26.4)

(10.5)

(9.3)

(19.8)

33.3%

Underlying Operating Profit

1

4.1

4.2

8.3

4.0

4.4

8.4

(1.2%)

Net finance income

0.3

0.2

0.5

-

0.1

0.1

400.0%

Underlying Profit Before Tax

4.4

4.4

8.8

4.0

4.5

8.5

3.5%

Underlying Depreciation and Amortisation

3.8

4.3

8.1

2.9

2.7

5.6

44.6%

Underlying EBITDA

1

7.9

8.5

16.4

6.9

7.1

14.0

17.1%

1

This is an Alternative Performance Measure (APM).

2

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

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

Strategic Report

Directors’ Report

Financial Statements

S172 Statement

Suppliers

How we engage

–

Regular meetings and updates between

all key suppliers and management

–

Supplier payment terms reported

and published

Why we engage

–

All our suppliers must be able to

demonstrate that they take appropriate

action to prevent involvement in modern

slavery, corruption, bribery and breaches

of competition law

–

We engage with our suppliers to ensure a

high quality of service is maintained

What matters to this group

–

Fair trading and payment terms

– Anti-bribery

–

Anti-modern Slavery

–

Operational improvement

What did we do as a result

–

We surveyed all key suppliers for

adherence to anti-slavery standards

Customers

How we engage

–

We continue to engage with our

customers in a variety of ways, including:

–

Seeking continual feedback from both

new and existing customers

–

Listening to any suggested

enhancements to the Pinewood system

Why we engage

–

Our purpose is to deliver a market-

leading Dealer Management System to all

of our customers

What matters to this group

–

Uninterrupted access to our system

–

Use of a market-leading system

–

Having a relationship with us where they

are listened to

What did we do as a result

–

Improved the Pinewood system by

listening to customers

–

Ensured that our development team

updated the system on a regular basis,

often several times a week

–

Acquired Seez to enhance

product offering

–

Acquired Pinewood North America,

allowing full operational control

–

Acquired partner operations, allowing full

operational control in their markets

How we engage

–

We listen carefully to the views of all

of our employees through regular

employee surveys

Why we engage

–

We wish to continue to be a responsible

employer, both in terms of continuing to

ensure the health, safety and wellbeing

of our employees and also ensuring we

maintain a responsible approach to the pay

and benefits our employees receive

What matters to this group

–

Fair employment, fair pay and benefits

–

Tackling our gender pay gap

–

Diversity and inclusion

–

Training, development and career

opportunities

–

Health and safety

–

Responsible use of personal data

–

Ability of the workforce to raise concerns

in confidence

What did we do as a result

–

We reviewed associate pay and conditions

–

We continued to enhance the range of

benefits available to associates, including

adding full EVs to the company car offering

–

To engage with the workforce, biannual

conferences have been introduced, which

are effective as they have produced

consistent dialogue between associates

and the Executive Directors and senior

management team

–

Any associate concerns can be raised in

confidence through the Pinewood HR team,

who will conduct any investigations needed

and will escalate concerns to Board level

where deemed appropriate. The Board

will take any follow up action as considered

appropriate

–

Worked with acquired businesses to ensure

the successful integration of their employees

into the Group

Employees

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

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

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

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

16

Pinewood Technologies Group PLC Annual Report FY25

S172 Statement

continued

How we engage

–

Annual Report and Accounts

–

Corporate website

– AGM

–

Results announcements and presentation

–

Shareholder and analyst meeting with

management, followed by feedback from

brokers and financial PR consultants

–

Engagement via the Directors and

Company Secretary

Why we engage

–

We work to ensure our shareholders

and their representatives have a good

understanding of our strategy and

business model

What matters to this group

–

Long-term value creation

–

Fair and equal treatment

–

Growth opportunity

–

Financial stability

– Transparency

–

To share in the success of our business

What did we do as a result

–

The Chief Executive Officer and Chief

Financial Officer reported back to the

Board after the investor roadshows

–

The Group’s brokers and financial advisors

provided detailed feedback after full and

half year announcements and investor

roadshows to inform the Board about

investor views

–

The Non-Executive Chairman and Senior

Independent Director were available

to shareholders and responded on

matters relating to their responsibilities

where requested

–

The Chairman engaged with and met

with a number of large shareholders

throughout FY25

–

We continued to consult with all

major shareholders in relation to our

remuneration policy

–

At our AGM, shareholders were given the

opportunity to engage with the respective

Committee Chairs to discuss any matters of

significance that they wanted to raise

–

We engaged with shareholders with

reference to resumption of dividends

–

Equity raise for Seez acquisition

–

Prospectus for Pinewood North America

and vote for acquisition

Shareholders And Potential Shareholders

Environment

Community

How we engage

–

Over the last four years, we have seriously

re-evaluated our responsibilities to our

customers, investors, associates, suppliers

and the public in terms of how our activities

impact the natural environment

–

We continue to regularly review our

environment policy

Why we engage

–

We acknowledge the responsibility we have

to protect the environment and to minimise

the environmental impact of our activities

What matters to this group

–

Minimising atmospheric emissions,

commercial and industrial waste

–

Minimising energy wastage

–

Complying with statutory requirements

relating to environmental matters

–

Ensuring environmental priorities are

accounted for appropriately in planning

and decision making

What did we do as a result

–

Operated an obsolete asset disposal policy

–

Minimised and, where possible,

eliminated pollution

–

We continued to reduce incidences of energy

wastage wherever possible, as reported in

our Environment, Social and Governance

Report at page 21 of this Annual Report

How we engage

–

Regular involvement in charity appeals

Why we engage

–

We generate community involvement

through local engagement, contributing

to local areas in a variety of ways

What matters to this group

–

Charitable donations and support

–

Employment opportunities

– Volunteering

–

Fair tax policy

What did we do as a result

–

We continued other charitable activities

where possible

Strategic Report

Directors’ Report

Financial Statements

17

Pinewood Technologies Group PLC Annual Report FY25

Improving positive environmental impact, meaningful social

progress, and transparent, responsible governance

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

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

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

–

The Group has transitioned to using fully

renewable electricity for the main UK office,

reducing our CO

2

footprint. The practicality of

replicating this for our recent acquisitions will

be analysed in FY26

–

We are accelerating the transition of our

vehicle fleet to fully hybrid and electric models,

delivering a meaningful reduction in CO

2

emissions compared with previous years and

reinforcing our commitment to lower-carbon

operations

–

Reduction in single use plastic has been

particularly effective this year. Plastic water

cups have been replaced by aluminium water

bottles for employees and glass for visitors,

while all hot drink cups have been replaced

by ceramic mugs. This was one of our most

significant areas of plastic waste

–

By embracing the UK Government’s Simpler

Recycling initiative and partnering with our

waste management provider, since starting the

scheme we have been able to recycle over 30%

of our general waste

–

As we move forward, our ESG strategy will

continue to evolve, adapting to the needs of

both our business and wider society. We remain

committed to embedding ESG considerations

into our strategic priorities, ensuring lasting

impact and accountability

ESG Report

Driving sustainable

value with ESG

18

Pinewood Technologies Group PLC Annual Report FY25

Innovation, expert knowledge

and passion drive us forward

As a technology-driven business, our success

is powered by the expertise and passion of

our people. We cultivate a workplace where

innovation thrives, and our employees take pride

in being part of the Group. Our leadership team

and HR function are committed to fostering

a dynamic, empowering culture that drives

engagement, motivation, and long-term success.

Our people

Our commitment to being a responsible employer

drives everything we do. Prioritising the health,

safety, and wellbeing of our team members is at

the core of our business practices. We actively

seek out, nurture, and retain top talent, ensuring

our team is equipped with the skills and vision

needed to shape the future.

Our inclusion

We firmly believe that embracing diversity,

fostering inclusion, and ensuring equal

opportunities for all our team members, regardless

of their identity, are vital to our future success.

Our people are the driving force behind our

business, and we are dedicated to promoting

a culture that reflects the vibrant communities

we serve. By empowering our team members to

bring their authentic selves to work, we create an

environment where they can thrive and realise

their full potential.

At every stage, from attraction and

recruitment to selection, employment, and

internal promotion, our employment decisions,

including consideration to applications from

disabled people and those who may become

disabled whilst employed, are free from

irrelevant or discriminatory criteria. We remain

committed to a formal, rigorous, and

transparent process for appointments at the

Board and senior executive levels. Guided

by merit and objective criteria, we actively

promote diversity in gender, social and ethnic

backgrounds, alongside cognitive and personal

strengths. This approach aligns with Principle J

of the UK Corporate Governance Code,

reflecting our dedication to balanced and

inclusive leadership.

We are committed to creating an

environment where our people feel

empowered, supported and inspired

to do their best work as we shape the

future together.”

Caroline Pilatowicz

, HR Director

ESG Report

continued

Social

commitment

19

We describe our approach to Board composition diversity in the

Nomination Committee’s report on page 44.

as at 31 December 2025

as at 31 December 2024

Male

Female

Total

Male

Female

Total

Director

8

2

10

7

2

9

Senior Manager*

12

6

18

4

2

6

All employees

261

137

398

203

93

296

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

Gender pay gap reporting

The company’s annual report containing data on

our gender pay gap will be published in full on our

website www.pinewood.ai in accordance with the

statutory timescale.

Our reward

We continually refine our benefits offerings to

deliver a competitive and comprehensive rewards

package. Our benefits provision supports a range

of options beyond salary and add to the full value

of each team member’s package. We provide

the flexibility and choice to allow team members

to tailor benefits to each individual’s needs

where possible.

Pinewood remains committed to safeguarding

our team member’s futures by investing in

robust pension schemes and insured benefits

that provide security for health-related matters.

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

Through a new partnership, all employees now

have round-the-clock access to remote medical

services, including mental health support.

Our development

Our training and development programmes

support both our team member’s needs and the

requirements of the wider business; combining

online modules with virtual and in-person

classroom experiences. These blended learning

solutions are designed to meet regulatory

and statutory requirements, safeguarding

both our team members and customers from

potential risks. To drive growth and success,

we systematically plan and deliver training

while identifying individual and organisational

development needs through regular performance

check ins, ensuring everyone at Pinewood

is equipped to thrive.

ESG Report

continued

20

Pinewood Technologies Group PLC Annual Report FY25

Pinewood remains committed to

its environmental responsibility,

operating under a formal

Environment Policy that reflects

our position as a pure-play

SaaS business.

We recognise our duty to protect the

environment and actively work to minimise

the impact of our operations.

Collaborating with employees, customers, and

suppliers, we strive to uphold high standards

of environmental protection aligned with our

business activities.

Our Environment Policy is guided by Board-

level oversight, ensuring a strategic focus on

climate impact and resource sustainability. We

are continuously enhancing our operational

standards, embedding environmental

considerations into planning and decision-

making. Wherever possible, we take proactive

steps to reduce or minimise our environmental

footprint, reinforcing our commitment to a

sustainable future.

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

out in the TCFD (Task Force on Climate related

Financial Disclosures) overview table beginning

on page 22 certain climate-related financial

disclosures aligned to the four recommendations

and 11 recommended disclosures contained within

the TCFD additional guidance (Implementing

the Recommendations of the Task Force on

Climate-related Financial Disclosures (2021

TCFD Annex)). Within the TCFD overview table,

we have also included disclosures by each of

the recommended disclosures, identifying

whether we consider such disclosures to be

either consistent with the recommendations of

the TCFD or, where disclosures have only been

partially made or omitted, a further description

of any steps taken or planned to ensure our

disclosures are consistent in the future, including

relevant timeframes. In particular, of the 11

TCFD recommended disclosures, the Company

considers that it is consistent with full disclosure

for nine items and partially consistent with two

disclosures: (i) Strategy B - financial impact of

climate-related risks – due to the disposal of

dealerships to Lithia, we have not been able

to assess the impact that climate-related risks

may have on the SaaS business. This includes

the impact climate-related risks may have on

the Group’s financial planning process. We will

continue to assess the impact climate-related

risks may have on financial planning in the next

financial year.

ESG Report

continued

Environmental report

As part of our commitment to reducing single-

use plastics across the Group, we introduced

a new initiative this year: the Pinewood AI

reusable mug. Designed to replace non-

recyclable coffee cups and plastic lids, the mug

helps support our sustainability objectives.

Strategic Report

Directors’ Report

Financial Statements

21

Pinewood Technologies Group PLC Annual Report FY25

TCFD Overview

Disclosure Level:

Full

Partial

Omitted

ESG Report

continued

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Governance

Disclose the

organisation’s

governance around

climate-related risks

and opportunities

a) Describe the Board’s

oversight of climate-

related risks and

opportunities

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

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

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

ensure ESG risks are §ffectively managed.

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

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

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

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

progress towards targets, allowing us to drive meaningful impact.

FY26 priorities

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

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

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

on our ESG commitments.

Annual Report

Environmental,

social and

governance report

page 18

b) Describe management’s

role in assessing and

managing climate-

related risks and

opportunities

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

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

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

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

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

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

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

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

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

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

targets, and their implications for financial statements and disclosures.

FY26 priorities

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

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

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

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

Annual Report

Environmental,

social and

governance report

page 18

22

Pinewood Technologies Group PLC Annual Report FY25

Disclosure Level:

Full

Partial

Omitted

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Strategy

Disclose the actual and

potential impacts of

climate relates risks

and opportunities on

the organisation’s

businesses, strategy

and financial planning

where such information

is material

a) Describe the climate-

related risks and

opportunities the

organisation has

identified in the short,

medium and long term

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

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

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

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

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

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

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

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

FY26 priorities

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

Annual Report

Risk Management

page 30

Environmental,

social and

governance report

page 18

b) Describe the impact

of climate-related

risks and opportunities

on the organisation’s

businesses, strategy and

financial planning

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

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

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

FY26 priorities

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

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

Annual Report

Risk Management

page 30

Environmental,

social and

governance report

page 18

c) Describe the resilience

of the organisation’s

strategy, taking into

consideration different

climate-related

scenarios. We are

including a 2 degree C or

lower scenario reflecting

the original 2 degree

international danger line

and an above 3 degree

C scenario representing

severe to extreme risks

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

Below 2 degrees:

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

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

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

Above 3 degrees:

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

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

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

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

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

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

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

FY26 priorities

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

landscape of a SaaS business.

ESG Report

continued

Strategic Report

Directors’ Report

Financial Statements

Pinewood Technologies Group PLC Annual Report FY25

Disclosure Level:

Full

Partial

Omitted

ESG Report

continued

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Risk Management

Disclose how the

organisation identifies,

assesses and manages

climate related risks

a) Describe the

organisation’s processes

for identifying and

assessing climate

related risks

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

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

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

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

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

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

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

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

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

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

FY26 priorities

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

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

Annual Report

Risk Management

page 30

b) Describe the

organisation’s processes

for managing climate-

related risks

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

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

30 to 32 on risk management in the Group.

FY26 priorities

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

effectively monitor any identified climate-related risks.

Annual Report

Risk Management

page 30

c) Describe how processes

for identifying,

assessing and managing

climate-related risks

are integrated into the

organisation’s overall

risk management

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

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

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

escalating to the Audit Committee and Board.

FY26 priorities

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

Annual Report

Risk Management

page 30

24

Pinewood Technologies Group PLC Annual Report FY25

Disclosure Level:

Full

Partial

Omitted

ESG Report

continued

Recommendation

Recommended

disclosures

Summary of progress

Reference

Disclosure level

Metrics & Targets

Disclose the metrics and

targets used to assess

and manage relevant

climate-related risks

and such opportunities

where such information

is material

a) Disclose the metrics used

by the organisation to

assess climate-related

risks and opportunities

in line with its strategy

and risk management

process

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

operations and transport and reported in tonnes CO

2

. We consider it important to recognise that as revenue increases

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

2

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

responsible for presenting these findings to the Board.

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

carbon emissions is provided on page 28.

FY26 priorities

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

transparency and a more comprehensive view of our environmental impact.

Annual Report

Environmental,

social and

governance report

page 26

b) Disclose Scope 1, Scope

2 and, if appropriate,

Scope 3 (greenhouse gas

(GHG) emissions and the

related risks

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

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

emissions from the flights taken during FY25.

FY26 priorities

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

expected for FY26.

Annual Report

Environmental,

social and

governance report

page 28

c) Describe the targets

used by the organisation

to manage climate

related risks and

opportunities and

performance against

targets

The Group will remain focused on its CO

2

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

environmental impact.

FY26 priorities

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

2

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

Annual Report

Director’s

Remuneration

Report page 47

Environmental,

social and

governance report

page 28

Strategic Report

Pinewood Technologies Group PLC Annual Report FY25

ESG Report

continued

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

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

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

risk has a major or material financial impact.

Area

Risk

Time horizon

and scenario

Category

and impact

Metric

Policy & Legal

Increased reporting requirements and adverse energy regulation due to climate change

Enhanced disclosure requirements, evolving regulatory frameworks and the need for more granular data collection

add layers of administrative effort across multiple business functions.

Mitigation

Ensuring compliance while maintaining efficiency will require ongoing investment in technology, processes and

expertise.

Medium term

Below 2 degrees

Transitional

Minor

Increase in annual cost

(£) of internal resources

used to monitor

climate legislation and

compliance remain

below 10%.

Market Risks

Pinewood international partners

Pinewood partners with third-party providers in select markets to deliver essential support and services. As these

providers navigate the shift to renewable energy, potential relocations and rising operational costs due to extreme

weather events, their expenses are likely to increase. This could lead to Pinewood reassessing partnerships and, in

some cases, transitioning to new providers, introducing temporary operational disruptions but ensuring long-term

resilience and efficiency. Retaining and supporting partner markets is a vital driver of our delivery strategy.

Mitigation

Maintaining clear communication and support for partners. Acquisition of partner operations. Appoint regional

directors to sharpen strategic focus and drive disciplined expansion into new markets.

Medium to long term

Above 3 degrees

Transitional

Minor

Number of providers

requesting contract

reviews based on

increased costs does

not exceed 1.

Data centre server costs

Pinewood relies on third-party providers for data centres. As climate-related factors drive up operational and

overhead costs for data centre providers, these expenses will inevitably be passed on to customers, including

Pinewood. Rising temperatures and extreme weather conditions will make cooling data centres increasingly

challenging and costly. As a result, the strategic location of data centres, those favouring regions with lower

energy costs and cooler climates, will become a critical factor. This may lead Pinewood to reassess its data centre

partnerships, potentially transitioning to alternative providers to optimise costs, though this would involve associated

overhead and transition expenses. Regular reviews allow us to make informed decisions and get the best value from

data centre suppliers.

Mitigation

Regular review of data centre costs and reported climate changes.

Medium to long term

Above 3 degrees

Transitional

Minor

Change in annual cost

(£) relating to data

centre services per user

remain below 15%.

Supply chain and third-party risks

Extreme weather events, shifting geopolitical climate policies, and resource scarcity could disrupt cloud providers

and IT hardware suppliers, potentially impacting service reliability. Climate-related disasters, such as hurricanes,

wildfires, and droughts, may further strain global semiconductor production, leading to supply chain bottlenecks,

increased hardware costs, and potential delays in service delivery.

Mitigation

Ensuring critical suppliers have robust disaster recovery plans.

Long term

Above 3 degrees

Physical

Limited

Number of cloud

disruptions within a

12 month period impact

less than 0.1% of our

service provision.

26

Pinewood Technologies Group PLC Annual Report FY25

ESG Report

continued

Area

Risk

Time horizon

and scenario

Category

and impact

Metric

Reputation Risks

Investor and market sentiment

Investors are placing greater emphasis on ESG risks, and SaaS companies that fail to showcase robust climate

strategies risk reputational setbacks, potential divestment, and diminished access to funding. Continued positive ESG

reporting improves future investment opportunities.

Mitigation

Ensure focus on ESG issues is maintained and communicated.

Short term

Below 2 degrees

Transitional

Limited

Count of failed funding

rounds within a year

does not exceed 1.

Loss of revenue linked to damaged reputation

Reputational risks from a customer standpoint could have a significant financial impact, potentially driving customers

toward competitors with stronger ESG and sustainability commitments. As demand for environmentally responsible

solutions grows, failing to meet expectations could erode brand loyalty and market position. As a SaaS business,

minimising customer churn is important to achieving our strategic objectives.

Mitigation

Keen awareness of published content both online and offline. Maintaining strong relationships with our clients through

dedicated account management.

Short term

Below 2 degrees

Transitional

Minor

We review press reports

and social media

commentary daily.

Technology Risks

Increased cyber threats

Climate-related disruptions can heighten cybersecurity risks, as power outages, infrastructure failures, and

emergency responses create vulnerabilities that cybercriminals may exploit. Unstable network connections,

weakened system defences, and diverted IT resources increase the likelihood of attacks, threatening data security

and business continuity. Proactively reducing cyber threats is crucial for building trust with customers and partners

while unlocking new opportunities to drive our strategic goals.

Mitigation

Constant focus on cyber security and security alerts.

Medium to long term

Above 3 degrees

Physical

Major

Impact of cyber-threat

interruptions on service

provision does not

exceed 0.1% up time.

Regulatory technology mandates

Governments may introduce mandates for energy-efficient software and carbon footprint transparency, requiring

significant investment in development, compliance, audits and reporting enhancements.

Mitigation

Investment to maintain compliance.

Medium term

Below 2 degrees

Transitional

Minor

Increased annual cost

(£) associated with

reporting enhancements

remains below 15%.

Strategic Report

Directors’ Report

Financial Statements

27

Pinewood Technologies Group PLC Annual Report FY25

Area

Opportunity

Time horizon

and scenario

Category

and impact

Metric

Resource Whatever

Energy efficiency in operations

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

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

in energy intensity supports our ESG goal of reducing CO

2

emissions.

Mitigation

Review of energy usage targeted on reducing intensity.

Short term

Below 2 degrees

Physical Minor

Annual cost (£) relating

to energy and CO

2

reduction against prior

year > 5%.

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

financial impact.

Global greenhouse gas emissions data

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

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

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

as the base year for emissions, with tonnes of CO

2

per £m of revenue as our primary metric.

Source*

Tonnes of CO

e

UK

01.01.25 – 31.12.25

Global

01.01.25 – 31.12.25

FY25 Total

01.01.25 – 31.12.25

FY24 Total (Base)

01.02.24 – 31.12.24

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

operations (Scope 1/tCO

2

e)

14

1

15

43

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

2

e)

38

0

38

71

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

2

e)

1,124

188

1,312

359

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

e

1,176

189

1,365

473

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

333,068

N/A**

333,068

361,773

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

2

per £m of revenue)

34

15

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

emitted from driving activity comprising business vehicle

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

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

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

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

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

emissions.

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

Pinewood Technologies Group PLC Annual Report FY25

Strategy and

business objectives

Strategic risks

Financial risks

Operational risks

Compliance risks

Risk management and internal

controls

Accountability

The Board is accountable for overseeing risk

management and internal controls to ensure the

Group’s objectives are achieved.

The control system established by the Board

addresses both financial reporting and the

mitigation of business and operational risks.

Designed to manage rather than eliminate risks,

this system offers reasonable assurance, but not

absolute certainty, against material misstatement

or loss.

Financial reporting

The executive directors lead the preparation

of the Group’s annual corporate plan, which

is then reviewed and approved by the Board.

Performance is monitored monthly to track

progress against the plan, and revised forecasts

are presented for Board approval as needed

throughout the year. To ensure compliance with

relevant accounting policies, internal reporting

data is thoroughly reviewed.

These reviews focus on the application of IFRS

and the integrity of the Group’s financial control

systems. Designed to provide accurate and

reliable reporting, these controls ensure a

true and fair representation of the Group’s

financial position.

Operational and other risks

Operational management is empowered by the

Board to identify and assess risks faced by the

Group’s businesses daily, with support from the

Risk Control Group (RCG). Risk evaluations are

conducted through both top-down and bottom-

up approaches. The contents of the risk registers

are regularly reviewed and discussed with

senior management and within our governance

committees to ensure comprehensive oversight.

The approach to risk control and the work of

the RCG are described on page 39. The Group

remains committed to the principles of the

three lines of assurance model. In addition to

management’s core responsibilities, we deploy

specialised second-line support and oversight

for key risks through dedicated teams, including

Finance & Insurance and Health & Safety, ensuring

comprehensive risk management.

Risk Overview and Management

Optimising risk strategies

in automotive retail

Strategic Report

Directors’ Report

Financial Statements

Principal risks

Acknowledging that all businesses involve

inherent risks, the Board adopts a proactive

approach to continuously identify and review

risks that could lead to significant deviations

between actual and expected future Group

results. The Board remains committed to

conducting thorough assessments of the

Group’s emerging and key risks, ensuring

alignment with our strategic goals and overall

business objectives.

The table on pages 30 to 32 is an overview

of the principal risks faced by the Group,

with corresponding controls and mitigating

factors. The risks outlined are not meant to

be an exhaustive list of all potential risks and

uncertainties. During FY25 the RCG continued

to review all business risks, updating our risk

register and mitigation strategies as required.

These risk factors should be considered

alongside the Group’s risk management

system, as detailed below and in the Corporate

Governance Report on page 39.

Change in risk from 2024:

Increased

Decreased

No change

Risk Overview and Management

continued

Impact

1

Information and

cyber security

2

People

3

Customer and sales

partners

4

Execution and

scalability

5

Technology and

information systems

6

Competition and

market changes

7

Micro-economic,

political and

environmental

8

Business resilience and

compliance

Risk heat map

1

Information and cyber security

–

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

System (DMS) services

–

Failure to protect our software assets from security threats and vulnerabilities

–

Failure of Third-Party Hosting Service

–

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

course of our business activities

Impact before mitigation

–

This could impact our customers’ ability to efficiently

operate their dealerships, resulting in potential data

loss, diminished competitive advantage, and exposure

to regulatory scrutiny, which could lead to fines

–

This could result in intellectual property theft, system

sabotage, data loss, or misuse, potentially causing

significant reputational damage. Additionally,

regulatory penalties, including fines and criminal

sanctions, may be imposed, leading to business

disruption and impairing our ability to serve customers.

These factors could materially impact our financial

performance

Mitigation

–

The business actively monitors cybersecurity

threats, leveraging robust systems and

streamlined processes to swiftly detect,

respond to, and mitigate incidents affecting

its services

–

This is demonstrated through our

–

Our cyber liability insurance includes access

to a dedicated Cyber Incident Response

Centre, ensuring expert support and rapid

crisis management when it matters most

2

People

–

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

Impact before mitigation

–

This may hinder the timely and high-quality execution

of our business strategy, potentially impacting overall

performance and long-term growth

–

We could fail to meet our financial targets which could

negatively impact our performance and customer

satisfaction, with potential service disruptions and

development delays affecting overall business outcomes

–

The loss of key personnel could disrupt our development

pipeline, impact product quality, and weaken relationships

with customers and key brand partners, potentially

affecting long-term growth and operational stability

–

A shortage of resources may lead to declining colleague

engagement and wellbeing, potentially affecting

productivity, morale, and overall business performance

Mitigation

–

Our dedicated HR team actively tracks

employee satisfaction using a blend of

quantitative data and qualitative insights,

ensuring a dynamic and responsive

approach to workforce engagement.

–

Talent Management & Recruitment

programme

–

The Pinewood Academy offers a dynamic,

multi-step career roadmap that highlights

clear and exciting growth opportunities

–

Pinewood Academy graduates have a high

employee retention rate

–

Comprehensive employee assistance

programme

3

6

7

5

8

1

4

2

Pinewood Technologies Group PLC Annual Report FY25

Risk Overview and Management

continued

3

Customer and sales partners

–

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

–

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

Impact before mitigation

–

The loss of a key customer or sales partner would have

a notable impact on profitability, presenting a challenge

to sustained growth

–

Customer dissatisfaction, leading to penalties and

potential litigation, straining relationships and causing

reputational damage, which would have an impact on

our ability to achieve key strategic objectives

–

Increased strain on colleagues arising from the

additional workload to the extra work caused by any

delays in planned implementation timelines or customer

service levels

Mitigation

–

Dedicated Business Account Management

team in place. Each major customer is

assigned a dedicated account manager to

offer tailored support and expert guidance.

Regular meetings with customers aiming

to identify any issues, and enhance user

experience with demos of new features

–

Appointment of regional directors to ensure

focus is maintained as the business expands

into new markets

–

Acquisition of sales partner business

where appropriate

–

We conduct weekly reviews of our

Development Backlog Priorities to ensure

alignment and progress. Additionally,

we regularly assess the feasibility of

agreed-upon customer timelines and

maintain clear communication to manage

expectations effectively

–

Backups are securely stored across multiple

geographic locations within Azure, ensuring

enhanced data protection and resilience

4

Execution and scalability

–

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

growth in-line with the business plan

Impact before mitigation

–

The failure to meet our financial targets could result in

the alienation of key stakeholders, a loss of customers,

and a diminished ability to invest in the future growth of

the business

Mitigation

–

Rigorous Quality Assurance tests are

conducted for every piece of development

work, ensuring the highest standards of

performance and reliability

–

Risk assessments are a mandatory and

integral part of the development process,

ensuring proactive identification and

mitigation of potential challenges

–

Appointment of regional directors to ensure

focus is maintained as the business expands

into new markets

5

Technology and information systems

–

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

Impact before mitigation

–

This could lead to a significant risk to our operational

effectiveness, potentially resulting in the loss of critical

information and competitive advantage. It could expose

us to regulatory scrutiny, leading to fines and penalties,

further impacting our business stability and reputation

–

This could constrain growth and expand

operational risks

Mitigation

–

The Product Team conducts multi-level

sign-offs, ensuring thorough pre-release

functionality reviews with key stakeholders.

We proactively provide customers with

development release notes ahead of

each launch

–

Continuous investment in Development

(approx. 25% of revenue)

–

Our Microsoft partnership empowers

the business to leverage cutting-edge

technology and tools, driving innovation and

enhancing operational capabilities

–

Pursue targeted acquisitions where

purchase delivers greater speed, scale or

value than building organically e.g. Seez

Change in risk from 2024:

Increased

Decreased

No change

Strategic Report

Pinewood Technologies Group PLC Annual Report FY25

Risk Overview and Management

continued

6

Competition and market changes

–

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

changes to the franchise dealer networks or operating model

Impact before mitigation

–

The continued relevance of our Dealership

Management System may be at risk if we fail to adapt

to evolving customer needs

–

Customers migrate to alternative software providers.

–

Revenues and profits may decline due to competitive

pressures and/or shifts in the customer base

Mitigation

–

Adoption of agile development

methodology, coupled with continuous

research into emerging technologies,

positions Pinewood as a leader in

innovation. Our technological advancement

makes the DMS market increasingly

unattractive to new entrants, solidifying our

competitive edge

–

Keen awareness of potential market

entrants and emerging technologies

and embracing agile development

methodologies. Regular monthly

management reviews ensure we stay

ahead of trends and continuously optimise

our strategy

–

Pursue targeted acquisitions where

purchase delivers greater speed, scale or

value than building organically

Change in risk from 2024:

Increased

Decreased

No change

7

Micro-economic, political and environmental

–

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

for our software or adopt a new system

–

Failure to manage or mitigate currency exchange rate fluctuations

–

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

and restricted international mobility

Impact before mitigation

–

Loss of a key customer reducing profit and/or

limiting growth

–

Delays in customer payments or instances of customer

insolvency can negatively impact cash flow and

liquidity, posing a risk to financial stability

–

Financial results are negatively affected by losses

arising from foreign exchange rate changes

–

Lost revenue from failed implementations and support

Mitigation

–

Aged debts are actively and effectively

managed to maintain financial stability

–

Customer deposits are secured to safeguard

against the risk of customer insolvency

–

We maintain a portfolio of multi-currency

bank accounts, enabling us to convert

currencies at a predetermined future

fixed value or when exchange rates are

most favourable

–

Remote communications software (Teams

etc) and a SaaS product allows us to support

and implement without a physical presence

8

Business resilience and compliance

–

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

which could have a material effect on our business model

–

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

–

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

governance, which could lead to shareholder and other stakeholder dissatisfaction

Impact before mitigation

–

Business disruption may arise from insufficient

knowledge of territory-specific regulatory requirements

and/or the lack of appropriate operational and

financial controls

–

This could result in fines, criminal penalties, litigation

and adversely affect our reputation, financial

performance and/or our ability to conduct business

–

Resources are diverted to address urgent remediation,

as well as taking proceedings or defending legal or

regulatory action

Mitigation

–

Before we enter a new market, we carry out

preentry market evaluation, which includes

seeking legal advice and understanding

national compliance requirement

–

We conduct proof of concept

implementations and regularly review other

ERP systems within those markets to ensure

we remain competitive and responsive to

evolving customer needs

32

Pinewood Technologies Group PLC Annual Report FY25

Viability Statement

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

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

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

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

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

encompasses this period.

The Group’s three-year review considers the

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

other key financial ratios over the period. At the

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

and during this period, the three-year review

forecasts indicate that the Group will be

cash generative.

These metrics are subject to a stress-test that has

a 10% reduction in forecast revenue. Given the

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

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

customers being on 5 year contracts and annual

price increases for all customers, this is a severe

but plausible downside scenario. When the 10%

revenue reduction was applied in the three-year

period, the Group still remained cash flow positive

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

that they do not expect to utilise. It is assumed

that an equivalent facility will be available beyond

the facility expiry date.

Whilst the Group is forecasting significant growth

in both Seez and Pinewood North America during

this period (some of which is not yet secured via

contract), given the level of starting cash and the

cash generative nature of this growth plus the

ability to mitigate associated costs, the Directors

consider that any further risk beyond the 10%

reduction in revenue modeled would not result in

cash resources being significantly impacted such

that it would impact on the Group’s viability.

Based on the results of this analysis, the Directors

have a reasonable expectation that the company

will be able to continue in operation and meet

its liabilities as they fall due over the three-year

period of their assessment. The Directors are

mindful of the potential impact of a macro-

economic downturn but after assessing the risks do

not believe there to be a material risk to viability.

In addition, further discussion of the principal risks

affecting Pinewood Technologies Group PLC can

be found within the Annual Report and Accounts

on pages 30 to 32.

The risk disclosures section of the consolidated

financial statements set out the principal risks

the Group is exposed to, including information

and cyber security, people, customers and sales

partners, execution and scalability, technology

and information systems and competition &

market changes. The Board considers risks

during the year through the Risk Control Group

and annually at a Board meeting with ad hoc

reporting as required.

The principal risks and the mitigation steps that

the Board considered as part of this viability

statement were as follows:

–

Failure to deliver or maintain robust cyber

security credentials throughout our system.

We mitigate these risks by monitoring cyber

security threats and having systems and

processes in place to deal with incidents,

which is demonstrated through the ISO 27001

certification. We also have cyber liability

insurance in place, that includes Cyber Incident

Response Centre, providing access to expertise

to assist during a crisis

–

The ability to retain key personnel or recruit

the necessary additional talent to deliver our

strategic ambitions. We mitigate these risks

through a dedicated HR team and a talent

management & recruitment programme

During FY25, the Board carried out a robust

assessment of the principal risks facing the

Group, including those that would threaten its

business model, future performance, solvency

or liquidity. The Directors believe that the Group

is able to manage its business risks successfully,

having taken into account the current economic

outlook and the results of the severe but plausible

downside scenario for the three-year viability

period. Accordingly, the Board believes that,

taking into account the Group’s current position,

and subject to the principal risks faced by the

business, the Group will be able to continue in

operation and to meet its liabilities as they fall due

over the three year period assessed.

This strategic report was approved by order of

the Board.

Ollie Mann

Chief Financial Officer

22 April 2026

Strategic Report

Directors’ Report

Financial Statements

33

Pinewood Technologies Group PLC Annual Report FY25

Directors’

Report

Board of Directors

35

The Non-Executive Board

36

Corporate Governance Report

37

Audit Committee Report

40

Nomination Committee Report

44

Remuneration Committee Report

46

Directors’ Remuneration Report

47

Directors’ Report

56

Statement of Directors’ Responsibilities

59

34

Pinewood Technologies Group PLC Annual Report FY25

Company Secretary

Ollie Mann

Registered Office

2960 Trident Court Solihull

Parkway Birmingham Business

Park

Birmingham B37 7YN

Telephone 0121 697 6600

Registered in England and Wales

www.pinewood.ai

Registered number 2304195

Board of Directors

Bill Berman

Chief Executive Officer

Bill joined the company on

18 April 2019 as a Non-

Executive Director, and

became Chief Executive

Officer on 19 February 2020.

Formerly the President and

Chief Operating Officer

of AutoNation, the largest

automotive retailer in

America, Bill has executive

experience in the effective

deployment of automotive

technology management

systems, enabling him to

provide effective leadership

of Pinewood’s Board and

advise in relation to the

Company’s future strategy.

Ollie Mann

Chief Financial Officer

Ollie joined the company

in December 2005.

He previously worked at

Deloitte, where he qualified

as a chartered accountant.

He has held a number of

senior finance roles across

the then wider organisation

including Group Financial

Controller and Director of

Group Finance. Ollie had a

key role in the disposal of

the UK Motor and Leasing

divisions of the Company

to Lithia Motors, Inc. Ollie’s

accounting, financial and

investor relations experience

adds significant value to

the Board.

Ian Filby

Non-Executive Chairman

Ian joined the company

on 01 November 2021 as

non-executive chairman,

following a 40 year career

in retail, a large proportion

of which was spent with

Alliance Boots. In his last

executive role, Ian was the

chief executive officer of

furniture retailer DFS, which

significantly increased

its market leadership in

both online and in physical

stores during his tenure;

Ian’s extensive executive

experience enables him to

provide effective leadership

of Pinewood’s Board and

advise in relation to the

company’s future strategy.

Jemima Bird

Non-Executive Director

Jemima joined the company

on 10 July 2023. Jemima is

the founder of Hello Finch

Limited, a strategic brand

and marketing consultancy

alongside being a Non-

Executive Director and

chair of the Remuneration

Committee for both Headlam

Group PLC and Revolution

Bars PLC, where she is also

the Senior Independent

Director. Jemima brings three

decades of retail experience

across multiple consumer

sectors including food, fashion

and leisure.

Brian Small

Non-Executive Director

Brian joined the company on

10 December 2019, following

an extensive executive

career in the retail sector,

where most recently he

held the position of Chief

Finance Officer at JD

Sports Fashion Plc between

2004 and 2018. Brian is

also non-executive director

and chairman of the Audit

Committee of Mothercare

Plc. Brian qualified as a

chartered accountant with

Price Waterhouse in 1981,

and with industry experience

across a range of retailers,

he brings additional financial

and strategic perspectives to

the Board.

Key to memberships, roles and

re-election status during FY25

Audit Committee Member

Nomination Committee Member

Remuneration Committee Member

Senior Independent Director

Chairman of Committee

Audit committee member with

recent and relevant financial

experience

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

0–3 years

4–7 years

7+ years

30.0%

10.0%

60.0%

Tenure

Ethnic Background

90.0%

10.0%

White British or other White

Asian/Asian British

Gender Diversity

20.0%

80.0%

Male

Female

The Non-Executive Board

Chris Holzshu

Non-Executive Director

Chris joined the Pinewood

board on 31 January 2024

and served as Executive

Vice President and Chief

Operations Officer for Lithia

& Driveway (LAD) until 31

January 2026, at which

point Chris was deemed

to be Independent. Since

joining LAD in 2003, the

organisation has experienced

tremendous growth under

his leadership. LAD is the

number one automotive

retailer in North America.

Over the past two decades,

Chris’ leadership experience

at LAD also includes serving

Chief People Officer and

Chief Operating Officer which

position him to bring a unique

operational and change

management perspective to

the Pinewood Board.

George Hines

Director

George joined the Pinewood

2024, and brings 30

years of software product

development and digital

transformation leadership in

retail, eCommerce, hospitality

and live event marketing to

our Board. George served

as the Chief Innovation &

Technology Officer for Lithia

& Driveway (LAD), driving

digital innovation, technology

strategy and execution.

Additionally, he brings a focus

on human-centred design

from customer and employee

experience transformations.

George’s international

work experience in South

America and Europe will

provide a global perspective

on leveraging auto retail

technology platforms for the

Pinewood Board. George

resigned as a Director of the

Board in 14 April 2026.

Dietmar Exler

Non-Executive Director

Dietmar joined the company

on 20 April 2020, following

an extensive executive

career including experience

in the automotive sector,

banking and sports

management. Dietmar

currently serves as Chief

Operating Officer of AMB

Sports & Entertainment.

Prior to that, he held the

position of President and

Chief Executive Officer

of Mercedes-Benz USA

and Head of Region,

His previous automotive

sector specific executive

experience, enables Dietmar

perspective in relation to

the deployment of dealer

management systems and

is of significant value to

the Board. Dietmar was

appointed SID on

24 February 2021.

Board composition

Dr Robert Plant

Non-Executive Director

Robert has over three

decades of experience

spanning technology,

strategy and education. He

is the founding Chair of the

Department of Business

Technology at the University

of Miami and an associate

professor at the University

of Miami’s Herbert Business

School. His innovative

work is focused on AI. He

has advised global firms

including Polen Capital,

the global asset manager,

and currently serves on the

advisory board of Arreva,

a fundraising and donor

management software

business. He has taught

executive MBAs across the

world and is a frequent

contributor on technology

issues to publications

including the Financial

Times, Forbes Insights and

Harvard Business Review.

Shruthi Chindalur

Non-Executive Director

Shruthi has 25 years‘

experience across

technology, commercial

and go-to-market strategy.

She previously held senior

leadership roles at Oracle,

LinkedIn and Criteo, where

she led commercial strategy,

international expansion and

business transformation

across EMEA and the

Americas. She most recently

held a Non-Executive

Director role at The Access

Group for 4 years and is

currently a Non-Executive

Director at Bytes Technology

Group plc and Kainos Group

plc, in addition to her role as

an Advisory Board Member

at FirstParty Capital.

Pinewood Technologies Group PLC Annual Report FY25

Corporate Governance Report

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

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

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

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

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

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

governance arrangements. The corporate governance statement as required

by the Listing Rules is set out below.

Our Board

The Board drives Pinewood’s strategic vision,

ensuring the financial, human resources and culture

are in place to achieve our objectives and sustain

long-term success. Collectively, they are dedicated

to steering the Company’s growth while upholding

our responsibility to stakeholders.

Our executive directors, led by the CEO, are

tasked with implementing the strategy through

the executive committee, which includes senior

management. This team ensures that our approach

considers environmental, social, and governance

(ESG) factors and operates within clearly defined

authority levels, such as capital expenditure limits.

Executives closely monitor business performance

and culture through regular operational meetings

with their leadership teams, continuously assessing

the effectiveness of key controls. They report to

the Board on performance metrics and address

any variances. The Board, in turn, oversees and

evaluates management performance to ensure

alignment with Pinewood’s strategic goals.

A comprehensive programme of workshops has

recently been completed to establish a baseline for

the existing corporate culture. After consideration

by the senior team, the results will be reported to

the Board. Outside of that process, employees

can ask questions regarding all aspects of the

business during our biannual conferences with the

Group’s Executive Management team, where the

ability to ask questions anonymously ensures that

workforce voices are heard clearly by the Board.

Our information sharing platforms include Teams

channels and our intranet, which provide timely and

relevant news to all. While the Company has not

appointed a director from the workforce, a formal

workforce advisory panel, or a single designated

non-executive director, the Board considers these

existing methods including the conferences, digital

forums, and the employee share investment scheme

to be highly effective alternative arrangements.

These mechanisms provide a broad and consistent

flow of information that allows the Board to monitor

culture and address workforce concerns effectively.

While the Board entrusts the Chief Executive

Officer and Chief Financial Officer with the primary

responsibility of engaging with key stakeholders,

the Non-Executive Chairman remains readily

accessible. During the year, the Chairman

maintained regular dialogue with the Company’s

Top 10 shareholders through various channels,

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

NADA show. In accordance with Provision 3 of the

Code, Committee Chairs also sought engagement

on matters relevant to their responsibilities; Ms Bird

engaged with shareholders regarding Remuneration

and reviewed relevant Proxy Reports to ensure the

Board maintains a clear understanding of investor

views. Insights gathered from these engagements

are shared across the entire Board, ensuring they

are fully integrated into our financial planning and

strategic decision making processes.

The Nomination Committee continues to lead the

process for appointments and succession planning,

with minutes maintained as evidence of an orderly

and diverse pipeline for both the Board and senior

management. The Audit Committee manages the

external audit relationship in line with the Minimum

Standard, ensuring the auditor has full access to

staff and records and monitoring their independence

and objectivity. Furthermore, the Board monitors the

company’s internal control framework, prioritising

material controls such as SOC 1 and SOC 2.

SOC 1 and SOC 2 are independent audit reports

that assess a service organisation’s internal controls,

with SOC 1 focusing on controls relevant to financial

reporting and SOC 2 focusing on operational

controls, including data security.

Executive remuneration schemes, including

Remuneration Committee incentive plans, promote

long-term shareholdings. All Director contracts and

LTIPs include robust malus and clawback provisions

to enable the recovery or withholding of sums

in specific circumstances, such as misconduct or

financial misstatement.

The Board is committed to ensuring the workforce

can raise concerns in confidence and, if they wish,

anonymously.

Governance framework

Pinewood Technologies Group PLC Board

Main Board committees

Executive

Committee

Nomination

Committee

Remuneration

Committee

Audit

Committee

ESG

Committee

Risk Control

Group

Operational meetings

Financial Statements

37

Strategic Report

Corporate Governance Report

continued

While whistleblowing has historically been reported

via our standalone HR department, a new third-

party whistleblowing service went live in February

2026 to provide further independence. This service

will ensure the proportionate and independent

investigation of concerns, with the Board routinely

reviewing reports and follow-up actions to ensure

the control environment remains robust.

The Board operates robust conflict management

procedures to ensure that the influence of third

parties does not compromise independent

judgement. Specifically, a formal declaration of

interest is in place regarding Lithia Motors Inc.,

and the Board has deemed its conflict clearance

processes effective in managing this relationship.

The responsibilities of the Chair, CEO, and

committees are clearly defined in writing and made

publicly available. To assist Board effectiveness, the

Chairman conducted individual meetings with each

Director and met with the non-executive directors

separately from the executive team. The Committee

ensures that notice or contract periods for directors

are one year or less, ensuring compensation

commitments do not reward poor performance.

When making new appointments, the Board takes

into account other demands on directors’ time.

For the recent executive recruitment, the Board

engaged third-party agency, TENO to ensure

a rigorous process. The Board confirms that all

directors disclose significant commitments prior to

appointment and that no director has undertaken

additional external appointments without prior

Board approval.

The Board operates through three key committees

Audit, Nomination, and Remuneration composed

exclusively of non-executive directors, ensuring

robust governance and independent oversight.

Complementing these is the Risk Control Group

(RCG), which comprises the CFO, the company

secretary and a number of senior operational

leaders. Senior management from the Group’s

operational functions are brought into the RCG

as needed, providing flexibility and specialised

expertise to address evolving priorities.

Additionally, the Board has established an

Environmental, Social, and Governance (ESG)

Committee, tasked with guiding the Board in

reviewing and enhancing the Company’s strategies,

policies, and performance on ESG matters. The

committee identifies opportunities for improvement,

evaluates the Company’s environmental and social

impact, while ensuring the Board stays informed

about the processes and mechanisms in place for

engaging key stakeholders on sustainability issues.

Each committee operates under delegated

authority and clear terms of reference established

by the Board, which are reviewed annually and

made available on the company’s website. The

following pages of this Report outline the work of

each committee. Executive Directors may attend

committee meetings when relevant to their business,

but only with prior approval from the committee.

A primary focus this year has been the

implementation of our roadmap toward SOC 2 and

SOC 1 compliance for our global operations. The

Committee specifically identified segregation of

duties and platform-wide permissions as material

focus areas within our digital infrastructure. To

further mitigate the risk of financial misstatement,

we have overseen the integration of AI-driven

enhancements within our financial control systems

to reduce the potential for human error.

Furthermore, the Board’s oversight of the South

African buyout led to an outcome that significantly

outperformed initial expectations, delivering a 25%

return and performing £2.6 million ahead of our

initial matrix. These results demonstrate that our

governance framework is successfully converting

strategic intent into measurable shareholder value,

ensuring that the Board’s time is effectively spent

on drivers of long-term sustainability.

Leadership and board composition

As at 22 April 2026, the Board comprises two

executive directors, seven non-executive directors,

(including the non-executive chairman) and two

director nominated by Lithia Motors Inc. Chris

Holzshu left Lithia Motor Inc. on 31 January 2026

and is still on the Pinewood Board but is no longer

a Lithia representative. On 14 February 2026,

Tina Miller was appointed to the Board as Lithia’s

Board representative in place of George Hines,

who resigned from the Board on 14 February 2026

The respective responsibilities of the Board, the

non-executive chairman and the chief executive are

clearly defined by the Board in formal responsibilities

documents, which the Board reviewed, readopted

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

ai/investors/investor-relations/corporate-

governance/. The roles of chief executive officer

and non-executive chairman are fully segregated.

The Board remains committed to the progressive

refreshing of our membership, so as to maintain the

right balance of skills, experience, independence

and knowledge of the Company to enable us to

continue to operate effectively. The Board considers

that an appropriate combination of executive and

non-executive directors is in place in accordance

with the Code.

As noted below, in accordance with the Code, all

Directors will be subject to annual re-election at the

Annual General Meeting of the company. Details

of the Directors offering themselves for election in

2026, together with directors’ brief biographical

details appear on page 35, and gender balance

details are on page 45.

The Board operates with clearly defined roles, and

the Chairman met with Non-Executive Directors

separately during the year to assess board

effectiveness. All directors have access to the advice

of the Company Secretary, Heena Chowdhury.

Non-executive directors and

independence

The non-executive chairman (who, on appointment

to that role, fulfilled the requirement to be

independent) has ensured that the Board performs

effectively through a well-functioning combination

of Board and Committee meetings and other

appropriate channels for strategic input and

constructive challenge for non-executive directors.

The remuneration of non-executives directors

is determined by the Board and non-executive

agreements can be terminated at one month’s notice

by either the director or the Board.

The chairman has had meetings with the non-executive

directors without the executive directors present,

where necessary, to assist Board effectiveness, and,

following the 2025 year end, conducted individual

meetings with each director to arrive at his and

the Board’s assessment of the directors’ respective

contributions, training needs and independence. Led

by the senior independent director, the non-executive

directors have assessed the chairman’s effectiveness

in his role.

The Board has routinely operated conflict

management procedures and has deemed these

procedures effective. Through these, and the

evaluations which are described below, we have

concluded that:

–

the Board’s collective skills, experience, knowledge

of the company and independence allow it and

its committees to discharge their respective

duties properly;

–

the Board and each of its committees is of the

right size and balance to function effectively;

–

we have satisfactory plans for orderly succession

to Board roles;

–

the non-executive chairman and respective

committee chairs are performing their

roles effectively;

–

all non-executive directors are independent in

character and judgement;

–

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

Lithia-appointed directors, and Bill Berman,

Ollie Mann and Dietmar Exler being on the associate

Board, which will be managed through the conflict

clearance process, no director has any relationships

or circumstances which could affect their exercising

independent judgement; and

–

the non-executive chairman and each of the non-

executive directors is devoting the amount of time

required to attend to the company’s affairs and their

duties as a Board member.

Board evaluation

In FY25, the Board and its committees carried out

formal evaluations of their effectiveness, focusing on

key areas from the Code, governance best practices,

and corporate standards. The non-executive

chairman, committee chairs, and the full Board

reviewed the results, with the non-executive chairman

Pinewood Technologies Group PLC Annual Report FY25

38

Corporate Governance Report

continued

incorporating recommended improvements into our

2026 Board programme. For more information on

our approach to individual and Board evaluations,

please visit the company’s website.

The Board remains committed to the highest

standards of corporate governance and continues

to monitor its own performance to ensure long-term

success. The Chair commissioned a regular board

performance review facilitated by an independent

third party, moving away from the previous

approach of simply considering the requirement

on an annual basis. This ensures a more robust,

independent evaluation of our leadership dynamics

and strategic oversight.

Re-election of directors

In accordance with the UK Corporate Governance

Code, all current directors will be subject to annual

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

at the AGM.

Information and support

To ensure well-informed and thoroughly debated

decisions, the Chairman sets the Board’s agenda well

in advance, allowing time for detailed information

to be shared with all directors ahead of meetings.

Following a formal decision by the Board, Heena

Chowdhury has stepped into the role of Company

Secretary. The Company Secretary plays a critical

role in facilitating the flow of information within the

Board and its committees. All directors have direct

access to the advice and services of the Company

Secretary, who is responsible for advising the Board,

through the Chairman, on all governance matters,

statutory obligations, and procedural rules.

Directors also have access to expert support on legal

and procedural issues, as well as guidance for their

induction and ongoing professional development.

Additionally, all directors have the right to seek

independent professional advice at the Company’s

expense and to receive information from the

Company and other Board members as necessary

to make informed decisions and effectively fulfil

their duties.

How the Board manages risk

The Board and its Committees operate within

a structured meeting agenda that ensures

all relevant risks are identified and managed

through appropriate controls. We closely review

management information to establish operational

oversight and track performance against our

strategic goals and business plans. Non-executive

directors take a leading role in overseeing financial

and performance reporting, ensuring steady

progress towards our objectives.

The Board also evaluates the effectiveness of

internal controls and risk management. To mitigate

risks across the Group, we have carefully reviewed

reports from the Risk Control Group, addressing

any material issues that arose. After implementing

necessary mitigations, the Board has confirmed that

the control environment is now effective.

Work of the risk control group

The RCG, made up of the chief financial officer,

operations and compliance director, technical

compliance leader and, by invitation, other

members of the Group’s senior operational and

financial management, meets regularly to consider

the detailed work on risk assessment performed

by leaders and key business areas and oversees

the effective implementation of new measures

designed to mitigate or meet any specific risks or

threats. The RCG reports to the Audit Committee

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

able to refer specific risks to the RCG for evaluation

and for controls to be designed or modified; this

occurs in consultation with executive management.

The executive directors are responsible for

communicating and implementing mitigating

controls and operating suitable systems of check.

The RCG met 3 times in FY25.

In addition to reviewing and refining the Group’s

corporate risk register for Board review and

adoption, the RCG continues to monitor and review

the Group’s anti-bribery controls, including the

development of e-learning, gifts and hospitality

training, Modern Slavery Act 2015 awareness and

Board Attendance

Current Directors

Board

Audit

Nomination

Remuneration

Bill Berman

4/4

N/A

N/A

N/A

Jemima Bird

4/4

1/1

2/2

2/2

Dietmar Exler

4/4

2/2

2/2

2/2

Ian Filby

4/4

N/A

2/2

2/2

Brian Small

4/4

2/2

2/2

2/2

Ollie Mann

4/4

N/A

N/A

N/A

Chris Holzshu

4/4

1/1

N/A

N/A

George Hines

4/4

N/A

N/A

N/A

Shruthi Chindalur

1/1

N/A

1/1

N/A

Dr. Robert Plant

1/1

N/A

1/1

N/A

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

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

since their appointment.

further initiatives designed to reduce incidences

of theft and fraud. The RCG ensures any internal

control deficiencies identified are swiftly remediated.

Executive directors remuneration

Executive director remuneration is made up of

both fixed and variable elements. The variable

elements include annual bonus and Long Term

Incentive Plans (LTIPs). Underlying EBITDA and Total

Shareholder Return are two of the key metrics used

in determining the variable element as these have

been identified by our shareholders as key metrics.

No discretion has been used to determine executive

director remuneration for FY25. Any executive

director annual pay rise dates have been aligned

with pay rise dates for the wider workforce. Variable

pay metrics for the wider workforce has been

updated such that targets for senior management

are now aligned to the executive directors.

How the Board managed associate risk

Until the acquisition on 31 July 2025, the Board had

an associate, Pinewood North America, LLC, in which

it had a 49% investment. Three of the Pinewood

Board, Bill Berman, Ollie Mann and Dietmar Exler

were also Board members of the associate. They

ensured that any relevant financial, operational

and risk related information for the associate were

shared with the Pinewood Board in a timely manner.

This oversight was particularly critical as the Group

expanded its US footprint and integrated the Seez

platform into North American operations.

Post year-end committee changes

In December 2025, the Audit Committee agreed

that Chris Holzshu would replace Brian Small as

Chair of the Committee with effect from 30 April

2026 and Chris replaced Jemima Bird on the Audit

Committee at this time as part of the transition. As

Chris was still an employee of Lithia until 31 January

2026, this was a temporary breach of provision 24

of the Corporate Governance Code as Chris was

not deemed independent at this time. This was

considered to be resolved by 31 January 2026.. Chris

Holzshu left Lithia Motor Inc. on 31 January 2026,

and Lithia will appoint another director to the Board

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

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

representatives on the Board.

Ian Filby

Non-executive Chairman

22 April 2026

Financial Statements

39

Pinewood Technologies Group PLC Annual Report FY25

Strategic Report

Audit Committee Report

The Committee’s work for the period

beginning 1 January 2025

The Audit Committee met two times in the period

and this report describes its work and conclusions.

The committee has focused on ensuring the

integrity of financial reporting during a period

of continued strategic expansion. Following

the successful transition to RSM UK Audit LLP

as external auditor, we have scrutinised the

judgements surrounding our acquisition of Seez and

subsequent software capitalisation, acquisition of

Pinewood North America and the presentation of

non-underlying items, to ensure the Annual Report

remains fair, balanced, and understandable.

Financial statements review

The committee received the auditor’s

memorandum on the company’s FY24 financial

statements, discussed the auditor’s findings with

the auditor, satisfied itself of the integrity of

the financial statements and recommended the

financial statements for approval by the Board.

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

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

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

Audit risk considered by the committee

The information on pages 42 to 43 sets out the

key audit risks and judgements applied, for the

FY25 year end results, which the Committee

considered and discussed with the auditor, and

the Committee’s conclusions.

External auditor appointment

and performance evaluation

Following their appointment at the 2024 AGM,

RSM UK Audit LLP has served as the external

auditor throughout FY25.

This follows the mandatory rotation from KPMG

in the prior period.

The Committee evaluated RSM’s effectiveness

and independence during the period by:

–

applying exclusively objective criteria;

–

evaluating the ability of the audit firm

to demonstrate its independence;

–

assessing the effectiveness of the audit firm in

the performance of its audit duties; and

–

assessing the audit firm’s adherence to

applicable professional standards.

–

monitors the integrity of the financial

statements and formal announcements

and reviewing significant financial

reporting judgements contained in them

–

reviews and approves the Annual

Report and Accounts for adoption

by the Board

–

recommends to the Board the selection

of the external auditor and its terms

of appointment and monitors its

effectiveness and independence

–

governs policy for the allocation of

non-audit work to the audit firm

–

reviews internal controls and

risk management

–

reviews and monitors whistleblowing

arrangements

–

provides advice whether the annual

report and accounts taken as a whole is

fair and balanced and understandable

–

reporting to the Board on how it has

discharged its responsibilities

Key Responsibilities

of the Audit Committee

3

2

100%

Audit Committee Report

continued

Review of non-audit services

The committee reviewed the company’s policy

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

Its main principles are that the auditor is excluded

from providing certain non-audit services the

performance of which is considered incompatible

with its audit duties, but is eligible to tender for

other non-audit work on a competitive basis and

can properly be awarded such work if its fees and

service represent value for money. The policy

can be viewed on the company’s website. No

non-audit services were provided by RSM during

the period.

A full statement of the fees paid to RSM UK Audit

LLP for work performed during the year is set out

in note 2.5 to the financial statements. Having

satisfied itself on each item for its review, the

Committee reported to the Board that

–

RSM UK Audit LLP performed services in the

role of Reporting Accountant in respect of the

prospectus to support the acquisition of the

further 51% of Pinewood North America LLC.

The fees for this were £148,000.

–

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

in FY25 (FY24: 0.0:1).

Review of risk management

and internal controls

The Committee reviewed the effectiveness of

the company’s system of internal control and

financial risk management during the financial

period. It received reports from the RCG on each

of these areas whose work is described on page

29 on the company’s risk register, emerging risks

and corresponding internal controls. It scrutinised

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

approved it for adoption by the Board. Its work

informed and supported the Board’s assessments

detailed under ‘How the Board manages risk’

on page 39. During FY25, the Committee re-

assessed the need for an internal audit function.

It concluded that the work of the RCG provides

a sufficiently high level of detail and mitigation

planning, and therefore recommended that

a separate internal audit function is not

currently required.

Review of anti-bribery controls

and whistleblowing

The Committee reviewed anti-bribery controls

and whistleblowing procedures. In February

2026, the company rolled out a third-party

whistleblowing service to provide further

independence. This service will ensure the

proportionate and independent investigation

of concerns, with the Board routinely reviewing

reports and follow-up actions to ensure the control

environment remains robust.

There have been no incidents of actual corruption

or bribery recorded in our businesses in FY25.

Board evaluation

The Board and its committees conducted formal

evaluations of their effectiveness in FY25,

addressing questions based closely on the Code,

applicable good governance topics and drawn

from best corporate practice. The results were

reviewed by the non-executive chairman, the

Committee chairs and the Board as a whole and the

non-executive chairman has factored suggested

improvements into our FY24 Board programme.

More details on the Board’s approach to individual

and Board evaluation are on the company’s website.

Financial Statements

41

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

Strategic Report

Audit Committee Report

continued

Capitalisation of software intangible assets

Acquisition of Pinewood North America

Audit risk considered by the Committee

The Group has capitalised software

development costs. There is judgement in

determining whether the Pinewood and Seez

systems are each a single asset or whether

it would be more appropriate to identify

a number of separate assets. The Group

considers the systems to be two assets.

There are also judgements and estimates in

determining the method for calculating the

development time and costs associated with

capitalised development costs.

Evidence considered and conclusion reached

The Committee reviewed management’s

approach to determining the Pinewood and

Seez systems are each single assets which are

continuously developed. It was noted that the

same version of the system is deployed in all

countries that customers operate in and that

updates are rolled out globally. The Committee

considered the judgements and estimates

in calculating the amount of capitalisable

development expenditure. The Committee

concluded that it is appropriate to consider

Pinewood and Seez as single systems and

that the approach to calculating capitalisable

development costs is reasonable.

Audit risk considered by the Committee

The Group acquired a 51% share in Pinewood

North America LLC, requiring a complex

purchase price allocation exercise under IFRS 3.

Significant judgement was required in valuing

the consideration, identifying intangible assets

(Customer Contracts vs. Reacquired Rights),

and determining the appropriate model

for valuation. There was also complexity in

‘unwinding’ the previous associate accounting

and determining the Useful Economic Life

(UEL) of the identified assets.

Evidence considered and conclusion reached

The Committee reviewed the conclusions of

management’s accounting paper concerning

the acquisition and the related purchase price

allocation exercise. In doing so, the Committee

considered the external auditor’s findings. The

Committee concluded that the final accounting

treatment, including the recognition of a

customer contract intangible asset and the

UEL assessment was appropriate.

These are the key risks considered by the committee:

Acquisition of Seez

Presentation of items as non-underlying

Audit risk considered by the Committee

In March 2025 the Group completed the

acquisition of Seez, requiring a complex purchase

price allocation exercise under IFRS 3. There was

significant judgement involved in the valuation

assigned to capitalised software and to the Seez

brand, particularly in relation to the revenue

growth assumptions used in the purchase price

allocation calculations.

Evidence considered and conclusion reached

The Committee reviewed management’s

conclusions concerning the acquisition and the

related purchase price allocation exercise. In

doing so, the Committee considered the work

of valuation experts engaged by management

as well as the external auditor’s findings. The

Committee concluded that the final accounting

treatment, including the recognition of

additional software assets and the Seez brand

was appropriate.

Audit risk considered by the Committee

The Group uses Alternative Performance

Measures (APMs) to present ‘underlying’

results, which involves significant judgement

as accounting standards do not strictly

define non-underlying items. Key risks

include the potential for misclassification to

meet bonus targets and the treatment of

the entire losses of Pinewood North America

LLC as non-underlying.

Evidence considered and conclusion reached

The Committee reviewed management’s

classification of non-underlying items and

challenged whether certain costs should instead

be treated as part of normal trading operations.

The Committee specifically discussed the

treatment of Pinewood North America LLC’s

losses as non-undelying and the rationale for the

chosen presentation. The Committee coordinated

with the Remuneration Committee to ensure

that the final presentation of underlying results is

appropriate for the assessment of management’s

bonus targets. The Committee concluded that the

approach taken was reasonable.

Pinewood Technologies Group PLC Annual Report FY25

42

Audit Committee Report

continued

Accounting for warrants

Audit risk considered by the Committee

In February 2025 the Group entered into a

contract with Global Auto Holdings (GAH)

to implement the Pinewood platform. In

recognition of the significant scale of this

contract, the Group issued 6,098,093 warrants

to an affiliate of GAH. Accounting judgements

and estimates were required in classifying the

warrants as debt liabilities, in calculating their

fair value and in determining that the initial

fair value of the warrants will be amortised

as a reduction of revenue over the term of

the contract, matching the pattern of service

delivery to GAH.

Evidence considered and conclusion reached

The Committee reviewed management’s

assessment of the warrants issued to GAH,

specifically the accounting requirements under

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

considered the work performed by valuation

experts engaged by management as well

as the external auditor’s findings. Based on

these reviews, the Committee concluded

that management’s accounting treatment

was reasonable.

Approval

This report was approved by the Committee and

signed on its behalf by:

Brian Small

Chairman of the Audit Committee

22 April 2026

Financial Statements

43

Strategic Report

Nomination Committee report

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

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

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

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

The committee’s work in 2025

The Nomination committee met two times in FY25

and in early 2026 to conclude its ordinary year

end business. This report describes its work

and conclusions.

Review of Board composition

and balance

During FY25, the committee completed its year

end work by reviewing the structure of the Board,

in relation to its size composition and potential

vacancies, the combination of executive to

non-executive directors and the balance of the

Board, to ensure that no one individual or group

of individuals dominated discussion of decision

making. The committee concluded that the size

and structure outlined still remained appropriate

for the company, and considered that both the

size, structure and balance of the Board remained

appropriate, although the structure did not

preclude the appointment of additional directors,

such as non-executive directors with specialist

skills should the committee, and ultimately the

Board, consider it necessary and prudent

to do so in line with the execution of the

company’s strategy.

Scan or click the QR Code for more

information about the Nomination

Committee responsibilities

–

reviews the Board’s size, structure and

composition and leads recruitment to

Board positions

–

undertakes annual Board performance

evaluation

–

satisfies itself on the company’s

refreshing of Board membership and

succession planning

Its terms of reference detail its key

responsibilities and appear, with

relevant background information, on the

company’s website www.pinewood.ai.

Key Responsibilities

of the Nomination

Committee

6

Commiee

2

Commiee

100%

aendance

The adequacy of time devoted by the non-

executive directors to Board business, and the

independence of the non-executive directors was

also considered and the Committee concluded

that all non-executive directors were able to

devote sufficient time to their roles, and all

remained independent.

The annual evaluations of the Board and its

members were conducted by the Board and are

described on page 38. As part of that process,

The non-executive directors met without

Chairman’s performance.

The committee used an independent external

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

new non-executive Directors in 2025. Teneo are

independent from the company and its directors.

Subsequently, Robert Plant and Shruthi Chindalur

joined the committee in October 2025.

All appointments made, including those of Board

members, adhere to the company’s diversity and

director appointments, where executive search

consultants are instructed, they are done so in a

manner consistent with this policy.

Nomination Committee report

continued

The committee is mindful of the proposals

outlined in the FCA Policy Paper: Diversity and

Inclusion on Company Boards and Executive

Management, and will aim to consider how

the company will aim to comply with the

recommendations where they align with its overall

business strategy. At present, the company has

not adopted a gender balance target for its

Board, although continues to make appointments

at Board and immediately below Board level

in accordance with a formal, rigorous and

transparent procedure, embracing diversity of

thought as our target. Appointments are based

on merit and objective criteria, and within this

context, we aim to promote diversity of social

background, relative experience, alongside

cognitive and personal strengths in accordance

with Principle J of the Code.

In order to further this objective, we continue

to partner with external recruitment agencies,

and maintain our relationship with agencies

committed to reaching and providing access to

diverse talent pools to assist with these processes.

As required by Listing Rule (LR) the Board notes

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

were female, representing 20% which is below

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

target whereby at least one of the roles of Chair,

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

company did not meet due to the current make-

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

target that at least one Director is from a minority

ethnic background, which the company did

meet due to the current make-up of the Board

of directors.

Gender Diversity

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and chair)

Number in executive

management

Percentage

of executive

management

Men

8

80.00%

4

12

66.6%

Women

2

20.00%

0

6

33.3%

Ethnic Background

Number of

Board members

Percentage

of the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and chair)

Number in executive

management

Percentage

of executive

management

White British or other White

(including minority-white groups)

9

90%

4

16

89%

Asian/Asian British

1

10%

0

2

11%

Ian Filby

Chairman of the Nomination

Committee

22 April 2026

Financial Statements

45

Pinewood Technologies Group PLC Annual Report FY25

Strategic Report

Remuneration Committee report

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

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

4

Commiee

members

2

Commiee

meetings

100%

Meeting

aendance

The committees schedule in FY25

The Remuneration Committee met twice in 2025.

The Directors’ Remuneration Report, beginning at

page 47 describes its work and conclusions.

The committee’s work in FY25

–

set the annual bonus awards in respect of FY25;

–

consulted major shareholders in respect of

the Directors’ Remuneration Policy taken to

shareholders for approval at the 30 June 2025

General Meeting;

–

determined performance targets and

granted LTIP awards in 12th June 2025 and

16th Dec 2025 and approved further grants

of the 2024 LTIPs on 28th April 2025;

–

noted remuneration trends across the

Group; and

–

considered the gender pay gap report.

–

has delegated responsibility for determining

the policy for executive director remuneration

and setting remuneration for the chairman,

executive directors, the company secretary and

the senior management immediately below

Board level;

–

reviews workforce remuneration and related

policies and the alignment of incentives and

rewards with culture, taking these into account

when setting executive director remuneration;

–

ensures that executive directors are provided

with appropriate incentives which align their

interests with those of shareholders, and

encourage enhanced performance in the short

and medium term, as well as achievement of

the company’s longer term strategic goals;

–

determines targets for any performance

related pay schemes; and

–

seeks shareholder approval for the (normally

triannual) renewal of remuneration policy and

any long-term incentive arrangements.

Its terms of reference detail its key

responsibilities and appear, with relevant

background information, on the company’s

website www.pinewood.ai.

Advisors

FIT Remuneration Consultants LLP (FIT)

has served as independent adviser to the

Remuneration Committee throughout the

period under review. FIT’s fees in respect of

advice provided to the Committee during the

year ended 31 December 2025 were £39,261

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

charged on a time and disbursements basis. FIT

also provided additional related advice to the

Company in relation to drafting this report and

share award documentation. FIT is a member of

the Remuneration Consultants Group and as such

voluntarily operates under its Code of Conduct in

relation to executive remuneration in the UK.

Disclosures

This report complies with the requirements of The

Large and Medium sized Companies and Groups

(Accounts and Reports) Regulations 2008, The

Large and Medium-sized Companies and Groups

(Accounts and Reports) (Amendment) Regulations

2013, the Companies (Miscellaneous Reporting)

Regulations 2018 and The Companies (Directors’

Remuneration Policy and Directors’ Remuneration

Report) Regulations 2019 (the Regulations)

and has been prepared in accordance with the

prevailing UK Corporate Governance Code and

the UKLA Listing Rules. The parts of the report

which have been audited in accordance with the

Regulations have been identified.

Directors’ Remuneration Committee report

Annual Statement

Dear Shareholder

On behalf of the Remuneration Committee, I am

pleased to present the Directors’ Remuneration

Report for the year ended 31 December 2025.

The report comprises two sections being:

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

Report on Remuneration which details the

remuneration paid to directors for the year ended

31 December 2025 and how the remuneration

policy is intended to be operated for the year

ending 31 December 2026.

The current Directors’ Remuneration Policy, which

was approved by a majority of shareholders

at the 30 June 2025 General Meeting, is set

out in the Notice of General Meeting dated 6

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

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

Business performance and

incentive out-turn for FY25

During FY25, the Group achieved an underlying

EBITDA of £16.4m.

For FY25, annual bonus opportunity was

capped at 150% of base salary and based on

sliding scale underlying EBITDA targets which

reflected the Company’s focus on growth.

Following an assessment of the performance

targets, the committee determined that 78.3%

of the maximum bonus should be payable.

As the executive directors have not met their

shareholding guidelines, 25% of the bonus award

will be deferred into shares.

Given that all outstanding LTIP awards vested/

lapsed on completion of the sale of the motor and

leasing assets during 2024, no LTIPs are due to

vest in respect of the performance period ended

31 December 2025 (currently, only the July 2024

and June 2025 LTIP awards remain outstanding in

respect of the executive directors).

Discretion

The Remuneration Committee is conscious

of its role in ensuring that remuneration is

appropriate when considering the performance

of the business and the individual directors. No

discretion was applied in respect of the year

ended 31 December 2025.

Implementation of the Remuneration

Policy for FY26

In respect of implementing the Remuneration

Policy for 2026:

–

Base salary:

Base salary levels will increase

from 1 May 2026 for Bill Berman from

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

average workforce increase of 4%. Ollie Mann

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

may recall that Ollie Mann was appointed to

the Board as CFO in February 2024 on a base

salary of £200,000 with the below market

positioning reflecting that this was his first CFO

role. Given the Committee’s desire to move

Ollie’s salary towards market over time, his

salary was increased to £250,000 from 1 May

2025 and the Committee has agreed a second

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

this second salary increase is significantly

above the 4% average increase awarded to

the workforce, the Committee is satisfied that

the increase is appropriate in light of Company

and individual performance and noting that

the £300,000 still remains below CFO market

levels. To the extent that subsequent above

workforce increases are awarded, these will

be contingent on satisfactory Company and

individual performance.

–

Pension:

Executive directors will continue

to receive a workforce aligned pension

contribution, currently set at 6% of salary.

–

Annual bonus:

For the year ending 31

December 2026, annual bonus potential

will continue to be limited to 150% of salary.

Performance will be based on sliding scale

profit targets aligned to the company’s

accelerated growth strategy. Outstanding

performance will be required for the maximum

bonus to become payable. 25% of any

bonus will be deferred into shares until the

shareholding guidelines are met in line with the

current Policy. Full retrospective disclosure of

the performance metrics, targets and outturns

will be provided in the Directors’ Remuneration

Report for the year ending 31 December 2026.

–

LTIPs:

LTIP awards in 2026 may be granted up

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

the performance metrics and targets have yet

to be finalised, details of the awards will be set

out in the RNS following any grant.

Non-Executive Director fees continue to be set at

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

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

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

The remuneration of the Chairman is determined

by the Remuneration Committee while the

remuneration for non-executive directors is

determined by the Board.

Shareholder views and voting outcomes

As detailed last year’s Annual Statement,

the Remuneration Committee conducted an

extensive consultation exercise with our largest

shareholders and the major proxy voting agencies

in advance of the 2024 AGM and GM on our new

Policy and was grateful for the responses and the

level of support received. As we are not seeking

any changes to our current policy at the 2026

AGM, no further shareholder consultation has

taken place.

We hope we will again receive your support at the

forthcoming AGM.

2026 AGM resolution

On the basis no changes are proposed to our

policy, only the Directors’ Remuneration Report

(excluding the Policy) will be subject to an advisory

shareholder vote at the 2026 AGM.

Directors’ notice periods

The executive directors have twelve month notice

periods and the non-executive directors have one

month notice periods.

Conclusion

We remain committed to a responsible approach

to executive pay and I would be happy to meet

or speak with our shareholders to the extent

that there are any questions or feedback on

our approach.

Jemima Bird

Chair of the Remuneration Committee

22 April 2026

Financial Statements

47

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

Strategic Report

Directors’ Remuneration Committee report

continued

Annual Report on

Remuneration

Certain information provided in this part of the

Directors’ Remuneration Report is subject to audit.

annotated as audited is unaudited.

Single total figure of remuneration

for directors (audited)

The table on the right reports the total

remuneration receivable in respect of qualifying

services by each of the directors for the year

ended 31 December 2025 and the 11 month period

ended 31 December 2024.

Base

salary/fees

£000

Taxable

benefits

1

£000

Pension

2

£000

Total fixed

£000

Annual

bonus

£000

LTIP

£000

Total

variable

£000

Total

£000

Executive Directors

Bill Berman

2025

587

107

352

729

689

–

689

1,418

2024 (11m)

517

46

31

2

594

863

6

–

863

1,457

Ollie Mann

3

2025

233

20

202

273

291

–

291

564

2024 (11m)

184

22

14

220

300

–

300

520

Non-Executive Directors

Jemima Bird

2025

61

–

–

61

–

–

–

61

2024 (11m)

55

–

–

55

–

–

–

55

Dietmar Exler

2025

55

–

–

55

–

–

–

55

2024 (11m)

50

–

–

50

–

–

–

50

Ian Filby

2025

153

–

–

153

–

–

–

153

2024 (11m)

138

–

–

138

–

–

–

138

Brian Small

2025

61

–

–

61

–

–

–

61

2024 (11m)

55

–

–

55

–

–

–

55

Chris Holzshu³

2025

58

–

–

58

–

–

–

58

2024 (11m)

8

–

–

8

–

–

–

8

George Hines

3

2025

58

–

–

58

–

–

–

58

2024 (11m)

8

–

–

8

–

–

–

8

Shruthi Chindalur⁴

2025

12

–

–

12

–

–

–

12

2024 (11m)

–

–

–

–

–

–

–

–

Dr Robert Plant⁴

2025

12

–

–

12

–

–

–

12

2024 (11m)

–

–

–

–

–

–

–

–

Former Directors

Nikki Flanders

5

2025

22

–

–

22

–

–

–

22

2024 (11m)

46

–

–

46

–

–

–

46

Total

2025

1,312

127

55

1,494

980

–

980

2,474

2024 (11m)

1,061

68

45

1,174

1,163

–

1,163

2,337

1.

Taxable Benefits include life assurance, private health cover

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

the provision of tax support for expatriate associates and

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

2.

Salary supplement in lieu of pension contribution.

3.

Appointed on 31 January 2024.

4. Appointed on 14 October 2025.

5.

Stepped down on 4 June 2025.

6.

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

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

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

or based on FY24 financial performance.

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Remuneration Committee report

continued

Annual bonus for FY25 (audited)

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

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

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

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

Performance

Metric

Weight

Threshold

Target Maximum

Actual

Bonus

earned

(% max)

2025

Bonus

CEO

2025

Bonus

CFO

Underlying

EBITDA

70%

£13.7m

£15.2m

£16.8m

£16.0m*

83.3%

£689k

£291k

JV Growth

10%

A pilot running in at least

2 US stores

Not met

0%

Seez

Integration

10%

Seez chatbot rolled out

in at least 10 US stores

Met

100%

Leadership

10%

75% of colleagues to have a

minimum of 1 x performance

review per year

Met

100%

*

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

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

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

current Policy.

Share awards vested in FY25 (audited)

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

Share awards granted in FY25 (audited)

Pinewood Technologies Group Long Term Incentive Plan (LTIP)

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

Number of

nil-cost options

over which

award granted

Value of

award

£000

% of

salary

% of

award

vesting at

threshold

Date of

grant

Performance

period

Bill Berman

232,194

888

150%

0%

12 June

2025

3 years from the

date of grant

Ollie Mann

98,013

375

150%

0%

1.

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

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

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

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

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

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

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

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

Company:

Required TSR CAGR performance during the

performance period

Vesting outcome of TSR element

(expressed as a percentage of 70% of the total

number of Award Shares)

Below 7.5% p.a.

0%

7.5%-15% p.a.

Straight-line Vesting between 16.67% and 66.67%

15%-20% p.a.

Straight-line Vesting between 66.67% and 100%

Above 20% p.a.

100%

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

opened during the three-year performance period:

Vesting outcome of Store Opening element

Vesting outcome of Store Opening element

(expressed as a percentage of 30% of the total

number of Award Shares)

Less than 130

0%

130-190

Straight-line Vesting between 16.67% and 66.67%

190-220

Straight-line Vesting between 66.67% and 100%

Greater than 220

100%

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

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

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

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

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

holding period.

Pinewood Technologies Group Deferred Share Plan (DSP)

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

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

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

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

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

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

Financial Statements

49

Strategic Report

250

200

150

100

50

0

31/12/2015

Pinewood Technologies Group PLC

FTSE SmallCap (Ex Investment Trusts)

31/12/2016

31/12/2017

31/12/2018

31/12/2019

31/12/2021

31/12/2023

31/12/2020

31/12/2022

31/12/2024

31/12/2025

Directors’ Remuneration Committee report

continued

10 Year history of Chief Executive Remuneration

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

CEO

2025

2024

(11 months)

2023

(13 months)

2022

2021

2020

2019

2018

2017

2016

Total Remuneration

1,418

1,457

2,740

1,313

3,561

510

464

589

727

1,605

Annual Bonus

78%

100%

100%

73%

100%

100%

0%

0%

30%

87%

LTIP

–

–

79%

0%

0%

0%

0%

0%

0%

100%

Total shareholder return chart

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

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

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

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

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

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

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

Pinewood Technologies Group PLC Annual Report FY25

50

Directors’ Remuneration Committee report

continued

Executive Directors’ Share Awards outstanding (Audited)

Bill Berman

Scheme

Number

of shares/

options as at

31 December

2024

Shares/

options

granted

Shares/

options lapsed

Shares/

options

exercised

Number

of shares/

options at

31 December

2025

Date of grant

Share price

(pence)

Exercise Price

(pence)

Market price

on exercise

date (pence)

Vesting date

LTIP

1,256,067

–

–

–

1,256,067

15/07/2024

206*

Nil

–

July 2027

DSP

400,495

–

–

–

400,495

15/07/2024

206*

Nil

–

July 2027

LTIP

–

232,194

–

–

232,194

12/06/2025

383

Nil

–

June 2028

DSP

–

56,357

–

–

56,357

12/06/2025

383

Nil

–

June 2028

Ollie Mann

Scheme

Number

of shares/

options as at

31 December

2024

Shares/

options

granted

Shares/

options lapsed

Shares/

options

exercised

Number

of shares/

options at

31 December

2025

Date of grant

Share price

(pence)

Exercise Price

(pence)

Market price

on exercise

date (pence)

Vesting date

LTIP

291,262

–

–

291,262

15/07/2024

206*

Nil

–

July 2027

LTIP

–

98,013

–

–

98,013

12/06/2025

383

Nil

–

June 2028

DSP

–

19,602

–

–

19,602

12/06/2025

383

Nil

–

June 2028

*

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

15July 2024 was 351.50 pence.

Financial Statements

51

Pinewood Technologies Group PLC Annual Report FY25

Strategic Report

Directors’ shareholdings (Audited)

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

Executive Directors

As at

31 December 2025

As at

31 December 2024

LTIP awards

Deferred bonus

awards

SIP / SAYE

Shareholding

requirement

(% of base salary)

Shareholding as at

31 December 2025

(% of base salary)

Bill Berman

13,921

–

1,488,261

456,852

-

200%

154.8%

Ollie Mann

49,296

32,734

389,275

19,602

-

100%

85.5%

Non-Executive Directors

Jemima Bird

32,518

15,627

–

–

–

–

–

Dietmar Exler

26,650

15,000

–

–

–

–

–

Ian Filby

-

–

–

–

–

–

–

Brian Small

26,349

20,000

–

–

–

–

–

Chris Holzshu

28,000

28,000

–

–

–

–

–

George Hines

-

–

–

–

–

–

–

Shruthi Chindalur

-

–

–

–

–

–

–

Dr Robert Plant

-

–

–

–

–

–

–

Directors’ Remuneration Committee report

continued

Pinewood Technologies Group PLC Annual Report FY25

52

Directors’ Remuneration Committee report

continued

Percentage change in Director Remuneration

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

2025

2024

(11m period)

2023

(13 m period)

2022

2021

Director

Salary

and fees

(% change)

All taxable

benefits

(% change)

Annual

Bonuses

(% change)

Salary

and fees

(% change)

All taxable

benefits

(% change)

Annual

Bonuses

(% change)

Salary

and fees

(% change)

All taxable

benefits (%

change)

Annual

Bonuses

(% change)

Salary

and fees

(% change)

All taxable

benefits

(% change)

Annual

Bonuses

(% change)

Salary

and fees

(% change)

All taxable

benefits

(% change)

Annual

Bonuses

(% change)

Executive Directors

Bill Berman

4.1%

113.2%

-26.8

2.5%

(67.4%)

23.6%

8.4%

16.8%

36.8%

0

(15.9%)

(26.9%)

7.8%

0%

99.8%

Ollie Mann

16.1%

-16.7%

-11.1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Non- Executive Directors

Jemima Bird

2

1.7%

N/A

N/A

0%

N/A

N/A

100%

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Dietmar Exler

0.8%

N/A

N/A

0%

N/A

N/A

8%

N/A

N/A

0%

N/A

N/A

42.9%

N/A

N/A

Ian Filby

1.6%

N/A

N/A

0%

N/A

N/A

8.7%

N/A

N/A

500%

N/A

N/A

100%

N/A

N/A

Brian Small

1.7%

N/A

N/A

0%

N/A

N/A

8%

N/A

N/A

0%

N/A

N/A

(3.8%)

N/A

N/A

Chris Holzshu

1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

George Hines

1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Shruthi Chindalur

3

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Dr Robert Plant

3

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Nikki Flanders

4

N/A

N/A

N/A

0%

N/A

N/A

8%

N/A

N/A

0%

N/A

N/A

38.9%

N/A

N/A

All Employees

All Employees (average)

4%

N/A

N/A

8.2%

15.0%

12.5%

8.1%

6.5%

2.5%

8.7%

(27.0%)

12.1%

7.0%

(33.3%)

39.0%

1.

Appointed on 31 January 2024

2. Appointed 10 July 2023

3.

Appointed on 14 October 2025

4. Stepped down on 4 June 2025

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

Financial Statements

Strategic Report

Chief Executive Officer pay ratio

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

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

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

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

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

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

31 December 2025.

Financial Period

Method

25th percentile

pay ratio (lower

quartile)

Median pay ratio

(median)

75th percentile

pay ratio (upper

quartile)

2025

Option A

43:1

32:1

24:1

2024 (11m)

Option B

43:1

40:1

25:1

2023 (13m)

Option B

28:1

23:1

17:1

2022

Option B

26:1

25:1

16:1

2021

Option B

30:1

25:1

19:1

2020

Option B

30:1

26:1

20:1

Relative importance of spend on pay

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

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

shareholders (being declared dividends).

Team member pay

Distribution to shareholders

Year ended

31 December

2025

11m period ended

31 December

2024

%

change

Year ended

31 December

2025

11m period ended

31 December

2024

%

change

£32.0m

£18.8m

70.2%

£0

£0

n/a%

Directors’ Remuneration Committee report

continued

Non-Executive Directors’ appointments

Name

Commencement

Expiry/cessation

Unexpired at date of

report (months)

Brian Small

10.12.19

31.12.25¹

-

Dietmar Exler

20.04.20

31.12.26

8

Ian Filby

01.11.21

31.12.26

8

Jemima Bird

10.07.23

31.12.26

8

Chris Holzshu

31.01.24

31.12.26

8

Shruthi Chindalur

14.10.25

31.12.28

32

Dr Robert Plant

14.10.25

31.12.28

32

Tina Miller

14.04.26

31.12.28

44

1.

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

Chris Holzshu will take over as Audit Committee Chair.

Shareholders’ votes on Remuneration in FY25

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

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

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

% of

votes cast

For

% of v

votes cast

Against

Number

of Shares

Withheld

To approve the Directors’ Remuneration Report for

the 11-month period ended 31 December 2024

(30 June 2025 AGM)

91.95

8.05

1,197,218

To approve the Directors Remuneration Policy and

authorise the amendments to the company’s LTIP

(26 June 2024 AGM)

80.42

19.58

75,085

Pinewood Technologies Group PLC Annual Report FY25

54

Directors’ Remuneration Committee report

continued

Share price information and performance

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

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

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

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

Work of the Remuneration Committee

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

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

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

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

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

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

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

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

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

remuneration outcomes in FY25. The committee considers that the remuneration

policy operated as intended during FY25.

Implementation of the Policy for FY26

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

set out in the Annual Statement.

Approval

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

Jemima Bird

Chair of the Remuneration Committee

22 April 2026

Financial Statements

55

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

Strategic Report

Directors’ report

Strategic review and

prescribed reporting

Our Strategic Report at pages 02 to 32 contains

the information, prescribed by the Companies

Act 2006, required to present a fair review of the

company’s business, a description of the principal

risks and uncertainties it faces, and certain of

the information on which reports and statements

are required by the UK Corporate Governance

Code and the Companies Act 2006. The Board

approved the Strategic Report set out on pages

02 to 32 and the Viability Statement set out on

page 33. Additional information on which the

directors are required by law to report is set out

below and in the following:

–

Environmental, Social and Governance Report

–

Board of Directors

–

Audit Committee Report

–

Nomination Committee Report

–

Directors’ Remuneration Report

–

Directors’ Report

–

Directors’ Responsibility Statement

In the interests of increasing the relevance of the

Report and reducing the environmental impacts

of over-lengthy printed reports, we have placed

on our website certain background information

on the company the disclosure of which, in this

Report, is not mandatory. We monitor reaction

to the publication of shareholder information

on our website, to help shape our shareholder

communication and future improvements.

Results and dividends

The results of the Group for the year are set out

in the financial statements on pages 61 to 113. No

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

Appointment and powers

of the company’s directors

Appointment and removal of directors is

governed by the company’s articles of association

(the Articles), the UK Corporate Governance

Code (the Code), the Companies Acts and

related legislation. Subject to the Articles (which

shareholders may amend by special resolution),

relevant legislation and any directions given by

special resolution, the company and its Group is

managed by its Board of directors. By resolutions

passed at company general meetings, the

shareholders have authorised the directors: (i) to

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

allot ordinary shares in lieu of some or all of the

dividends; and (iii) to make market purchases

of the company’s ordinary shares (in practice,

exercised only if the directors expect it to result

in an increase in earnings per share).Details of

movements in the company’s share capital are

given in note 4.4 to the financial statements.

From time to time, Pinewood provides financial

assistance to its independent employee benefits

trust to facilitate the market purchase of ordinary

shares in the company for use in connection with

various of the company’s employee incentive

schemes. The company did not purchase any

shares in this way in FY25.

Business at the AGM

At the AGM, a separate shareholders’ resolution

is proposed for each substantive matter. We

will issue to our shareholders the company’s

annual report and financial statements together

with the notice of AGM, giving not less than the

requisite period of notice. The notice sets out

the resolutions the directors are proposing and

has explanatory notes for each. At the AGM,

directors’ terms of appointment are available

for inspection and, as well as dealing with formal

AGM business, the Board takes the opportunity to

give an update to shareholders on the company’s

trading position. The Chairman and each

committee chairman are available to answer

questions put by shareholders present.

Directors and their interests in shares

Current directors are listed on pages 35 and 36.

Details of the terms of appointment and notice

period of each of the current directors, together

with executives directors’ respective interests in

shares under the company’s long term incentive

plan (non-executive directors have none), appear

in the Directors’ Remuneration Report on pages

47 to 55. Directors who served during FY25

and their respective interests in the company’s

issued ordinary share capital are shown in the

table below. All holdings shown are beneficial.

None of the directors holds options over company

shares, other than nil paid options pursuant to

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

Remuneration Report. Executive directors will

aim to fulfil the requirements of the company’s

share ownership policy applicable to them within

five years of appointment. There is no company

policy requiring non-executive directors to hold a

minimum number of company shares.

Directors’ rotation

The UK Corporate Governance Code (January

2024) imposes an obligation that all directors

should be subject to annual re-election.

Indemnities to directors

In line with market practice and the company’s

Articles, each director has the benefit of a deed

of indemnity from the company, which includes

provisions in relation to duties as a director of the

company or an associated company, qualifying

third party indemnity provisions and protection

against derivative actions. Copies of these are

available for shareholders’ inspection at the AGM.

Share capital

As at 31 December 2025, Pinewood’s issued

share capital comprised a single class: ordinary

shares of 100 pence each. The Articles permit

the creation of more than one class of share, but

there is currently none other than ordinary shares.

Details of the company’ share capital are set out

in note 4.4 to the accounts. All issued shares are

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

during the period under review. The rights and

obligations attaching to the company’s ordinary

shares are set out in the Articles. The company

is currently authorised to issue up to two-thirds

of its current issued share capital pursuant to a

resolution passed at its 2025 AGM. In February

2025, there was an equity fundraise, which

resulted in 11,325,031 new ordinary shares being

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

were also issued as consideration shares as part

of the Seez App Holdings Ltd acquisition. In July

2025 14,560,691 ordinary shares were issued as

consideration shares as part of the Pinewood

North America acquisition. Therefore, there are

now 115,099,977 ordinary shares in issue.

Pinewood Technologies Group PLC Annual Report FY25

56

Directors’ report

continued

Directors’ shareholdings

Number at 31.12.25

Number at 31.12.24

Bill Berman

13,921

nil

Ollie Mann

49,296

32,734

Dietmar Exler

26,650

15,000

Ian Filby

nil

nil

Brian Small

26,349

20,000

Jemima Bird

32,518

15,627

Chris Holzshu

28,000

28,000

George Hines

nil

nil

Shruthi Chindalur

nil

nil

Dr. Robert Plant

nil

nil

Significant direct or indirect shareholdings

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

Shareholder

Number of shares

Percentage of voting rights

of the issued share capital

Lithia Motors Inc

36,775,175

31.95

Fidelity Investments

11,507,730

10.0

Working Capital

9,956,751

8.65

Newtyn Management

8,701,064

7.56

Harwood Capital

6,577,500

5.71

Feoh Investments UK LLP

4,340,442

3.77

Sellaronda Global Management

2,537,756

2.2

Hosking Partners

2,459,448

2.14

Interactive Investor

2,047,960

1.78

JPMorgan Asset Management

2,032,572

1.77

Financial Statements

57

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

Strategic Report

Voting rights, restrictions on voting

rights and deadlines for voting rights

Shareholders (other than any who, under the

Articles or the terms of the shares they hold, are

not entitled to receive such notices) have the right

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

all general and (if any) applicable class meetings

of the company. A resolution put to the vote at

any general or class meeting is decided on a show

of hands unless (before or on the declaration

of the result of the show of hands or on the

withdrawal of any other demand for a poll) a

poll is properly demanded. At a general meeting,

every member present in person has, upon a show

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

has one vote for every 100 pence nominal amount

of share capital of which they are the holder. In

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

member whose name stands first in the register

of members is accepted to the exclusion of any

vote tendered by any other joint holder. Unless

the Board decides otherwise, a shareholder

may not vote at any general or class meeting or

exercise any rights in relation to meetings whilst

any amount of money relating to his shares

remains outstanding.

A member is entitled to appoint a proxy to

exercise all or any of their rights to attend and

speak and vote on their behalf at a general

meeting. Further details regarding voting can

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

Details of the exercise of voting rights attached

to the ordinary shares held by the company’s

Employee Benefit Trust are set out below. None

of the ordinary shares, including those held by the

Employee Benefit Trust, carries any special voting

rights with regard to control of the company.

To be effective, electronic and paper proxy

appointments and voting instructions must be

received by the company’s registrars not later

than 48 hours before a general meeting.

The Articles may be obtained from Companies

House in the UK or upon application to the

company secretary. Other than those prescribed

by applicable law and the company’s procedures

for ensuring compliance with it, there are no

specific restrictions on the size of a holding nor

on the transfer of shares, which are governed

by the Articles and prevailing legislation. The

directors are not aware of any agreement

between holders of the company’s shares that

may result in restrictions on the transfer of

securities or the exercise of voting rights.

No person has any special rights of control over

the company’s share capital.

Shares held by the Pendragon

Employee Benefit Trust

As at 31 December 2025 the company’s Employee

Benefit Trust with Salamanca Group Trust

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

representing 0.00% of the total issued share

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

It holds these shares to enable it to satisfy

entitlements under the company’s share schemes.

Contracts

The company and members of its Group are

party to agreements relating to banking,

properties and employee share plans which alter

or terminate if the company or Group company

concerned undergoes a change of control. None is

considered significant in terms of its likely impact

on the business of the Group as a whole.

Compensation for loss of office

in the event of a takeover bid

The Directors are not aware of any agreements

between the Company and its Directors or

employees that provide for compensation for

loss of office or employment that occurs because

of a takeover bid.

Stakeholder engagement

Details of the Company’s engagement with key

stakeholders can be seen in the s.172 statement on

pages 16 to 17.

Employee engagement

See the social report on pages 19 to 20 and the

s172 statement on pages 16 to 17 for details of

employee engagement.

Research and development activities

The Company undertakes both research

and development activities as part of the

development of the Pinewood system. The system

is being continually evolved and enhanced.

Post balance sheet events

For details of post balance sheet events, see note

5.3 on page 104.

Financial instruments

See note 4.2 in the accounts on page 96.

Directors’ report

continued

Political donations

The company and its Group made no political

donations (FY25: £ nil).

Auditor

The directors who held office at the date of

approval of this directors’ report confirm that:

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

audit information of which the Group’s auditors

are unaware; and each director has taken all the

steps that they ought to have taken as a director

to make themselves aware of any relevant

audit information and to establish that the

Group’s auditors are aware of that information.

The directors intend to propose the

re-appointment of RSM as auditors at the

2026 Annual General Meeting.

By order of the Board

Ollie Mann

Company Secretary

22 April 2026

Pinewood Technologies Group PLC Annual Report FY25

58

The directors are responsible for preparing

the Strategic Report and the Directors’ Report,

the Directors’ Remuneration Report and

the financial statements in accordance with

applicable law and regulations.

Company law requires the directors to prepare

group and company financial statements for

each financial year. The directors have elected

under company law and are required under the

Listing Rules of the Financial Conduct Authority to

prepare group financial statements in accordance

with UK-adopted International Accounting

Standards. The directors have elected under

company law to prepare the company financial

statements in accordance with United Kingdom

Generally Accepted Accounting Practice

(United Kingdom Accounting Standards and

applicable law).

The group financial statements are required by

law and UK-adopted International Accounting

Standards to present fairly the financial position

and performance of the group; the Companies

Act 2006 provides in relation to such financial

statements that references in the relevant part of

that Act to financial statements giving a true and

fair view are references to their achieving a

fair presentation.

Under company law the directors must not

approve the financial statements unless they are

satisfied that they give a true and fair view of the

state of affairs of the group and the company and

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

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

In preparing each of the Group and company

financial statements, the directors are required to:

a.

select suitable accounting policies and then

apply them consistently;

b.

make judgements and accounting estimates

that are reasonable and prudent;

c.

for the Group financial statements, state

whether they have been prepared in

accordance with UK-adopted International

Accounting Standards;

d.

for the company financial statements, state

whether applicable UK accounting standards

have been followed, subject to any material

departures disclosed and explained in the

company financial statements; and

e.

prepare the financial statements on the going

concern basis unless it is inappropriate to

presume that the Group and the company will

continue in business.

The directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the group’s and

the company’s transactions and disclose with

reasonable accuracy at any time the financial

position of the group and the company and

enable them to ensure that the financial

statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

They are also responsible for safeguarding the

assets of the group and the company and hence

for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Directors’ statement pursuant to the

Disclosure and Transparency Rules

Each of the directors, whose names and functions

are listed in the Directors’ Report confirm that,

to the best of each person’s knowledge:

a.

the financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and

fair view of the assets, liabilities, financial

position and loss of the company and the

undertakings included in the consolidation

taken as a whole; and

b.

the Strategic Report & Directors’ Report

contained in the Annual Report includes a

fair review of the development and

performance of the business and the position

of the company and the undertakings

included in the consolidation taken as a whole,

together with a description of the principal

risks and uncertainties that they face.

The directors are responsible for the maintenance

and integrity of the corporate and financial

information included on the company’s website.

Legislation in the United Kingdom governing

the preparation and dissemination of financial

statements may differ from legislation in

other jurisdictions.

The directors consider the Annual Report and

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

understandable and provides the information

necessary for shareholders to assess the Group’s

and the company’s position, performance,

business model and strategy.

By order of the Board

Ollie Mann

Chief Financial Officer

22 April 2026

Financial Statements

59

Pinewood Technologies Group PLC Annual Report FY25

Directors’ Report

Strategic Report

Financial

statements

Independent Auditors’ Report

61

Group Financial Statements & Notes

68

Company Financial Statements & Notes

105

Advisors, Banks &

Shareholder Information

114

Pinewood Technologies Group PLC Annual Report FY25

60

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

Opinion

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

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

Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement

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

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

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

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

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

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

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

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

Practice).

In our opinion:

–

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

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

–

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

International Accounting Standards;

–

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

Kingdom Generally Accepted Accounting Practice; and

–

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

Act 2006.

Basis for opinion

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

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

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

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

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

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

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

provide a basis for our opinion.

Summary of our audit approach

Key audit

matters

Group

–

Capitalisation of development costs

–

Acquisition of Seez App Holding Limited and Pinewood North America LLC

Parent Company

–

Impairment of Investment in Subsidiaries

Materiality

Group

–

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

–

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

Parent Company

–

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

–

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

Scope

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

before tax.

Key audit matters

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

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

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

including those which had the greatest effect on the overall audit strategy, the allocation of resources

in the audit and directing the efforts of the engagement team. These matters were addressed in the

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

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

Directors’ Report

Financial Statements

61

Pinewood Technologies Group PLC Annual Report FY25

Financial Statements

Strategic Report

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

Capitalisation of development costs

Key audit matter

description

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

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

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

other direct costs incurred.

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

Intangible Assets.

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

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

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

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

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

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

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

within note 3.1.

How the matter

was addressed

in the audit

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

the capitalised development costs included the following:

We have:

–

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

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

management.

–

Critically assessed if the development work captured in the capitalised

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

sample basis.

–

Tested the accuracy and completeness of the underlying data utilised in

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

advanced analytics expert in review of relevant reports.

–

Reperformed management’s calculation of the capitalised development costs,

adjusting as necessary for any errors or reasonable possible changes identified

from our work.

–

Reviewed and assessed the appropriateness of the costs included in the

calculation of capitalised development costs and whether they met the

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

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

capitalisation of development costs were appropriate.

Key

observations

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

development costs and the related disclosures is appropriate.

Acquisition of Seez App Holding Limited and Pinewood North America LLC

Key audit matter

description

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

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

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

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

of $42m (£33.9m).

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

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

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

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

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

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

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

purchase price allocation (PPA) assessment involves both management judgement

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

to assist in the preparation of the Seez PPA assessment.

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

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

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

statements, we consider this is a key audit matter.

Pinewood Technologies Group PLC Annual Report FY25

62

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

How the matter

was addressed

in the audit

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

included the following.

We have:

–

Obtained an understanding of the transactions via enquiries of management and

evaluation of the signed purchase price agreements.

–

Assessed whether the accounting treatment applied was in accordance with

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

underlying terms of the purchase agreements.

–

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

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

including separately identifiable intangible assets.

–

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

expert engaged for the Seez PPA assessment.

–

Involved our valuation experts and have;

–

Evaluated the reasonableness of the valuation methodologies applied and

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

–

Evaluated the reasonableness of significant assumptions including the

forecast future cashflows and discount rates.

–

Tested the mathematical accuracy of the valuation models.

–

Recalculated the measurement of goodwill based upon the consideration

transferred and the assets acquired and liabilities assumed.

–

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

North America under IFRS 3.

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

acquisitions were appropriate.

Key

observations

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

acquisitions and the related disclosures is appropriate.

Impairment of Investment in Subsidiaries

Key audit matter

description

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

undertakings at a carrying value of £292m.

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

impairment is required against either investment balance.

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

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

the parent company.

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

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

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

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

of the investment and the estimation uncertainty regarding future cashflows to

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

How the matter

was addressed

in the audit

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

workings prepared to support the remaining carrying value of investments

in subsidiary undertakings:

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

–

Obtained management’s impairment assessment, including the underlying

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

arithmetical accuracy of those calculations.

–

Assessed the accuracy of management’s historical forecasting through a

comparison of budget to actual data.

–

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

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

using industry data and other external information to assess the reasonableness

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

specialists to review the discount rate applied by management.

–

Performed our own sensitivity analysis to understand the impact of any

reasonably possible changes in assumptions, and evaluating the headroom

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

–

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

the financial reporting framework, including IAS 36.

Key

observations

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

impairment assessment and the related disclosures is appropriate.

Directors’ Report

Financial Statements

63

Pinewood Technologies Group PLC Annual Report FY25

Financial Statements

Strategic Report

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

Our application of materiality

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

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

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

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

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

Group

Parent company

Overall materiality

£410,000

(2024: £380,000)

£4,380,000

(2024: £3,080,000)

Basis for determining

overall materiality

2.5% of Underlying Earnings before

interest, tax and amortisation and

depreciation (2024: 5% of Underlying

Profit before Tax).

1.5% of Fixed Asset Investments. For

the purposes of the group audit, which

excludes items which eliminate on

consolidation, the parent company

materiality is restricted to £233,000.

Rationale for

benchmark applied

Underlying EBITDA is considered the

key benchmark of the Group.

Fixed Asset Investments is considered

the key benchmark of the parent

Company as the entity relies on

its investments as a non-revenue

generating entity.

Performance

materiality

£307,500

(2024: 266,000)

£3,285,000

(2024: 2,156,000)

Basis for determining

performance

materiality

75% of overall materiality

(2024: 70%)

75% of overall materiality

(2024: 70%)

Reporting of

misstatements to the

Audit Committee

Misstatements in excess of £20,500

and misstatements below that

threshold that, in our view, warranted

reporting on qualitative grounds.

Misstatements in excess of £20,500

and misstatements below that

threshold that, in our view, warranted

reporting on qualitative grounds.

An overview of the scope of our audit

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

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

The coverage achieved by our audit procedures was:

Number of

components

Revenue

Total

assets

Profit

before tax

Full scope audit

3

96%

93%

89%

Specific Scope

1

0%

6%

8%

Total

4

96%

99%

97%

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of

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

concern basis of accounting included:

–

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

and checking the mathematical accuracy of the forecasts;

–

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

margin improvement and capital expenditure plans;

–

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

–

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

work performed.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the group’s or the

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

when the financial statements are authorised for issue.

In relation to the entity reporting on how they have applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the directors’ statement in the

financial statements about whether the directors considered it appropriate to adopt the going concern

basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described

in the relevant sections of this report.

Pinewood Technologies Group PLC Annual Report FY25

64

Other information

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

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

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

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

form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in

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

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

rise to a material misstatement in the financial statements themselves. If, based on the work we

have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

in accordance with the Companies Act 2006.

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

–

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

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

–

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

legal requirements.

Matters on which we are required to report by exception

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

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

Strategic Report or the Directors’ Report.

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

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

–

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

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

–

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

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

–

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

–

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

Corporate governance statement

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

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

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

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Corporate Governance Statement is materially consistent with the financial statements

and our knowledge obtained during the audit:

–

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

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

–

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

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

–

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

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

–

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

–

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

set out on pages 29 to 32;

–

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

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

–

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

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

Directors’ Report

Financial Statements

65

Pinewood Technologies Group PLC Annual Report FY25

Financial Statements

Strategic Report

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

Responsibilities of directors

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

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

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

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

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements.

The extent to which the audit was considered capable of detecting

irregularities, including fraud

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

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

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

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

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

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

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

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

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

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

identified during the audit.

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

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

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

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

the group audit engagement team and component auditors:

–

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

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

are complying with the legal and regulatory frameworks;

–

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

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

of fraud;

–

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

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

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

environment.

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

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

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

auditor were considered in our audit approach.

Pinewood Technologies Group PLC Annual Report FY25

66

The most significant laws and regulations were determined as follows:

Legislation /

Regulation

Additional audit procedures performed by the Group audit engagement

team and component auditors included:

UK-adopted IAS/

FRS101/Companies Act

2006/Listing Rules

Review of the financial statement disclosures and testing to

supporting documentation.

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

GDPR/Data Protection

Act 2018

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

compliance with GDPR and the Data Protection Act 2018.

Tax compliance

regulations

Inspection of advice received from external tax advisors. Consideration

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

appropriate authority outside the entity.

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

Risk

Audit procedures performed by the audit engagement team included:

Revenue recognition

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

significant revenue stream ensuring that revenue is recognised in the correct

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

Management override

of controls

Testing the appropriateness of journal entries and other adjustments;

Assessing whether the judgements made in making accounting estimates

are indicative of a potential bias; and

Evaluating the business rationale of any significant transactions that are

unusual or outside the normal course of business.

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

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

forms part of our auditor’s report.

Other matters which we are required to address

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

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

subsequent financial periods.

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

31 December 2024 to the year ended 31 December 2025.

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

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

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

ISAs (UK).

Use of our report

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

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

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

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

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

have formed.

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

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

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

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

format.

Rachel Fleming (Senior Statutory Auditor)

For and on behalf of RSM UK Audit LLP,

Statutory Auditor

Chartered Accountants

103 Colmore Row

Birmingham

B3 3AG

Independent auditor’s report to the members of

Pinewood Technologies Group PLC

continued

Directors’ Report

Financial Statements

67

Pinewood Technologies Group PLC Annual Report FY25

Financial Statements

Strategic Report

Notes

12m period ended

31 December

2025

Underlying

£m

12m period ended

31 December

2025

Non-underlying*

£m

12m period ended

31 December

2025

Total

£m

11m period ended

31 December

2024

Underlying

£m

11m period ended

31 December

2024

Non-underlying

£m

11m period ended

31 December

2024

Total

£m

Revenue

2.1

40.5

–

40.5

31.2

–

31.2

Cost of sales

(5.8)

–

(5.8)

(3.0)

–

(3.0)

Gross profit

34.7

–

34.7

28.2

–

28.2

Administrative expenses

(26.4)

(17.7)

(44.1)

(19.8)

(4.1)

(23.9)

EBITDA

16.4

(13.7)

2.7

14.0

(4.1)

9.9

Depreciation

3.2

(1.1)

–

(1.1)

(0.6)

–

(0.6)

Amortisation

3.1

(7.0)

(4.0)

(11.0)

(5.0)

–

(5.0)

Operating profit / (loss)

2.2

8.3

(17.7)

(9.4)

8.4

(4.1)

4.3

Finance expense

4.3

(0.3)

–

(0.3)

(0.3)

–

(0.3)

Finance income

4.3

0.8

0.2

1.0

0.4

4.3

4.7

Gain on remeasurement of previously held equity interest

3.6

–

60.8

60.8

–

–

–

Share of loss in associate

5.2

–

(1.6)

(1.6)

–

(0.5)

(0.5)

Net fair value losses on financial instruments

4.2

–

(0.8)

(0.8)

–

–

–

Profit / (loss) before taxation

8.8

40.9

49.7

8.5

(0.3)

8.2

Income tax expense / (credit)

2.6

(3.1)

3.7

0.6

(2.1)

(0.4)

(2.5)

Profit / (loss) for the year / period

5.7

44.6

50.3

6.4

(0.7)

5.7

Earnings per share

Basic earnings per share

2.7

48.0p

5.1p

Diluted earnings per share

2.7

48.0p

5.1p

*See note 2.8

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

Consolidated Income Statement

period ended 31 December 2025

Pinewood Technologies Group PLC Annual Report FY25

68

12m period ended

31 December

2025

£m

11m period ended

31 December

2024

£m

Profit for the period

50.3

5.7

Other comprehensive income/(expense)

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

Foreign currency translation differences of foreign operations

(0.7)

0.1

Other comprehensive income for the period, net of tax

(0.7)

0.1

Total comprehensive income for the period

49.6

5.8

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

Consolidated Statement of Comprehensive Income

12 month Period ended 31 December 2025

Directors’ Report

Financial Statements

69

Pinewood Technologies Group PLC Annual Report FY25

Financial Statements

Strategic Report

Notes

Share

capital

£m

Share

premium

£m

Other

reserves

£m

Translation

reserve

£m

Retained

earnings

£m

Total

£m

Balance at 1 February 2024

73.2

56.8

5.6

0.4

224.4

360.4

Total comprehensive income for the period

Profit for the period

–

–

–

–

5.7

5.7

Other comprehensive income for the period, net of

tax

–

–

–

0.1

–

0.1

Total comprehensive income for the period

–

–

–

0.1

5.7

5.8

Issue of ordinary shares

13.9

16.1

–

–

–

30.0

Share based payments

–

–

–

–

1.0

1.0

Income tax relating to share based payments

–

–

–

–

0.2

0.2

Dividends paid

–

–

–

–

(358.4)

(358.4)

Balance at 31 December 2024

87.1

72.9

5.6

0.5

(127.1)

39.0

Balance at 1 January 2025

87.1

72.9

5.6

0.5

(127.1)

39.0

Total comprehensive income for the period

Profit for the period

–

–

–

–

50.3

50.3

Other comprehensive income for the period, net of

tax

–

–

–

(0.7)

–

(0.7)

Total comprehensive income for the period

–

–

–

(0.7)

50.3

49.6

Issue of ordinary shares

4.4

28.0

22.8

61.0

–

–

111.8

Share based payments

–

–

–

–

3.6

3.6

Income tax relating to share based payments

–

–

–

–

0.2

0.2

Balance at 31 December 2025

115.1

95.7

66.6

(0.2)

(73.0)

204.2

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

Consolidated Statement of Changes in Equity

12 month Period ended 31 December 2025

Pinewood Technologies Group PLC Annual Report FY25

70

Notes

31 December

2025

£m

31 December

2024

£m

Non-current assets

Property, plant and equipment

3.2

2.3

1.7

Goodwill

3.1

51.5

0.3

Other intangible assets

3.1, 3.6

161.7