The Directors present their Strategic Report for the year ended 31 December 2024.

1. Introduction

This strategic report outlines the performance, strategy, and outlook of Motorway Online Ltd (Motorway) for the financial year ended 31 December 2024. It provides a review of the Group’s business model, market environment, and key strategic priorities.

CEO’s statement

2024 was a year of consolidation and significant investment for Motorway. Following a period of rapid scale in prior years, we deliberately focused on strengthening the foundations of the business to support the next stage of growth. This meant prioritising platform stability, operational resilience and dealer infrastructure rather than short term financial performance.

A major area of focus was the rollout of Motorway Pay (our payments platform, handling complex transactions between car dealers and sellers instantly and securely) across our network. At the end of the year, Motorway Pay had been adopted by over 2000 dealers, representing over 50% of transactions on the platform. This was a substantial undertaking and a critical step in enabling dealers to buy consistently at scale with greater speed, certainty and trust, while reducing administrative workload. Alongside this, we invested in enhancements to our vehicle profiling journey, transport infrastructure and inspection technology, and in our brand and technology platforms, all aimed at improving the experience and scalability of our end-to-end transactional marketplace.

These investment choices contributed to revenue growth of 9 percent to £66.4 million and an operating loss (excluding share-based payments) of £35.1 million for the year. This reflects the strategic decision to build the infrastructure needed to support sustainable long-term growth.

Looking ahead, our focus remains on strengthening the core marketplace, deepening value delivered to our dealer partners, improving the consumer selling experience and increasing automation and efficiency across operations. The Board expects strong progress in the next financial year and remains committed to reaching profitability alongside continued growth in market share.

Motorway operates a digital marketplace connecting private car sellers to a nationwide network of verified car dealers. Sellers receive an instant valuation, complete a guided profiling journey using AI-driven image capture and damage recording, and enter a daily online auction where dealers bid to purchase their vehicle. Dealers are provided access to thousands of privately owned vehicles with detailed profiles and provenance, enabling them to purchase the right cars for their forecourts. Motorway supports the end-to-end transaction process, including collection, on-site vehicle inspection, payment handling and documentation.

Revenue is generated primarily through a variable fee paid by dealers on each successful purchase. Additional revenue is derived from transportation services through Motorway Move, and from Total Car Check, acquired in 2023, which provides detailed vehicle history data to individuals and businesses.

Motorway exists to serve both sides of the marketplace. Private sellers benefit from transparency, efficient online selling and competitive valuations, while dealers gain access to high quality stock nationwide, supported by tools, data and transaction infrastructure that enable efficient, repeatable stock sourcing.

3. Strategy

Strategic objectives

Motorway’s strategy is to build the most trusted and efficient online used car marketplace in the UK by:

• Expanding market share through increasing the volume and quality of vehicles sold on the platform and investing in brand presence to be the first choice for car sellers nationwide.

• Deepening value created for dealer partners by improving stock appraisal, volume available, bidding confidence, transaction certainty and post-sale processes.

• Enhancing the seller experience with faster profiling, accurate pricing and a streamlined end-to-end journey.

• Scaling internal operations and infrastructure to support higher volumes with improved consistency and automation.

Progress against strategic priorities

Strengthening dealer experience

A significant focus in 2024 was the rollout and adoption of Motorway Pay, enabling dealers to fund purchases centrally through a unified, secure payment mechanism. This required extensive product development and operational change and is now a critical foundation for enabling dealers to buy at scale with reduced friction and risk. This investment strengthens dealer relationships and positions the platform to capture future operating leverage as transaction volumes grow.

Motorway Move

The launch of Motorway Move strengthened our transport, appraisal and inspection processes. Dealers can opt to use the service for any purchase on the platform, which includes transportation from the seller’s home to the dealer’s forecourt, and a detailed on-site inspection prior to completion using our proprietary inspection app, Motorway Collect. This investment improved speed, consistency and post-sale reliability.

Motorway Protect

Motorway Protect was introduced as an optional dealer guarantee product, providing coverage against sudden and unforeseen mechanical or electrical issues arising after purchase. This supports greater dealer confidence in the marketplace.

Enhancing the seller experience

We invested in improvements to our profiling tools, including expanded AI-guided imagery, better damage capture and stronger data validation. These enhancements support more accurate pricing, faster profiling, and improved detail for dealers.

Future strategy

Our focus for the next financial year includes:

• Further improving the dealer buying experience, with particular focus on supporting high-scale, high-frequency purchasing and deeper last-mile and logistics support.

• Improving seller journey conversion and time-to-sale.

• Increasing automation across operational workflows.

• Enhancing platform scalability to support higher transaction volumes.

• Advancing AI-driven valuation, profiling and operational tools.

4. Market environment

The UK used vehicle market remained resilient in 2024, supported by steady consumer demand and improved vehicle supply from the new car market. Digital adoption continued to increase, with more consumers and dealers choosing online channels for convenience and transparency.

Key market trends included:

• Digital transformation: Continued shift toward online buying and selling, supported by improvements in mobile experiences, imagery and AI.

• Electrification: Growth in electric and hybrid vehicles, creating new appraisal and stock considerations.

• Affordability focus: Consumers increasingly prioritised older, more affordable vehicles amid cost-of-living pressures.

• Dealer margin pressure: Variable stock availability and rising acquisition costs increased the value of efficient, high-integrity online sourcing channels such as Motorway.

5. Operational performance

Key performance indicators (KPIs)

• Gross Merchandise Value (GMV) exceeded £2.2 billion in 2024.

• Customer satisfaction of 4.4 out of 5 across more than 90,000 Trustpilot reviews by November 2025.

• Dealer network of more than 7,500 verified dealers nationwide.

6. Financial performance

Financial highlights

• Revenue of £66.4 million, up 9 percent from £60.9 million in 2023.

• Gross profit of £60.2 million with gross margin of 91 percent, up from 90 percent in 2023.

• Operating loss (excluding share-based payments) of £35.1 million (2023: £30.8 million).

Financial analysis

Revenue grew to £66.4 million as the Group prioritised foundational investment during the year. Transaction volumes and dealer engagement increased year-on-year, with our dealer network expanding to more than 7,500 partners.

Gross margins remained strong at 91 percent, reflecting the scalability and efficiency of the marketplace model. Gross profit increased to £60.2 million from £54.5 million.

Operating costs increased as we made significant investments in platform infrastructure, including the rollout of Motorway Pay and Motorway Move, alongside continued investment in brand development and our team. In the second half of the year, we implemented structural improvements to our cost base to support efficient execution of our strategic priorities going forward.

Capital structure and funding

The Group ended the year with cash reserves of £29.6 million and net assets of £37.4 million.

During the year, the Company issued 205,520 ordinary shares at a nominal value of £0.0000001 per share.

Since the year end, we have strengthened our financial position through the completion of a £25 million growth capital facility, providing additional flexibility as we continue our path toward profitability.

Full details of this post balance sheet event, including the key terms and conditions of the term loan facility, are provided in the Notes to the Financial Statements (Note 21 - Events after the reporting date).

7. Corporate responsibility

Sustainability initiatives

Motorway is committed to reducing its carbon footprint. In 2024, we continued to grow the sale of electric vehicles on our platform in accordance with the broader trend across the market.

Streamlined Energy and Carbon Reporting (SECR)

Energy and environmental efficiency

The Group is committed to taking measures to reduce our impact on the environment and, where possible, supporting our consumers and stakeholders with the transition to net-zero. During the period, the Group worked with an external third party to calculate several of the Company's Corporate Carbon Footprints (“CCF”).

These results will help monitor and reduce energy consumption and emissions, as well as supporting our wider climate strategy in the future.

The Group continues to work on lowering overall emissions in order to decrease its environmental impact by targeting waste and energy usage reductions, where practicable, through the implementation of environmental initiatives.

Greenhouse gas reporting

The CCF is the sum of the CO2 emissions released by the Company within the defined system boundaries over a specified period of time. The calculations were based on the guidelines of the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol).

CO2 emissions were calculated using the Company's consumption data and emission factors and, wherever possible, primary data were used. If no primary data were available, secondary data from credible sources were used instead. Emission factors were taken from scientifically recognised databases such as the UK Government’s Department for Environment, Food & Rural Affairs (“DEFRA”).

Emissions for electricity were calculated using both the market-based method and the location-based method. This dual reporting approach is recommended by the GHG Protocol.

For the market-based method, the Company provided specific emission factors for the electricity purchased, if available. If these specific factors were not available, factors for the residual mix in the country of operation were used, or, if this was unavailable, the average grid mix of the country was used.

For the location-based method, the average electricity grid mix for the country is calculated. This enables a direct comparison of the Company's values with the country-specific average.

System boundaries were established using the operational control approach. The GHG Protocol Value Chain (Scope 3) Standard as well as the UK Government environmental reporting guidance were used in calculating the emissions.

Operational System Boundaries indicate which of the Company's activities are taken into account for the individual carbon footprints of the Group. The various emission sources have been divided into three scopes in accordance with the GHG Protocol:

• Scope 1 includes all emissions generated directly by the Group, for example by Company-owned equipment or vehicle fleets.

• Scope 2 lists emissions generated by purchased energy, for example electricity and district heating.

• Scope 3 includes all other emissions that are not under direct corporate control, such as employee travel or product disposal.

Whilst the Group is only required to disclose energy usage and Scope 1 and 2 emissions for the UK, we have voluntarily disclosed our global results for all, including Scope 3 for full transparency.

The Group measures carbon intensity against revenue and average employees as these are common business metrics for the automotive industry.

The Group delivered a 7% reduction in location-based carbon intensity per £million of revenue compared to 2023; the carbon intensity per employee remained broadly unchanged compared to prior year although trending downwards.

Total absolute GHG emissions for 2024 increased 1% to 644 tCO2e (location-based) compared to 2023. The increase in emissions, as expected with a scaling business and operations, was mitigated through investing in quality removal and avoidance carbon credits that offset our Scope 1 and 2 emissions.

Section 172(1) statement

The Directors are fully aware of their duty to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the Companies Act, and in doing so to have regard to the matters set out in section 172(1) (a) - (f).

The Board delegates day-to-day management and decision-making to its Executive team. However, the Board maintains oversight of the Company's performance and reserves the right to specific matters for approval. By receiving regular updates on business performance, activities and objectives, the Board monitors that management is acting in accordance with agreed strategy. Established and consistent processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Company's long-term success.

The Group has identified its key stakeholders as its customers, shareholders, employees, suppliers, and the communities in which the business operates. These relationships are important in allowing the Group to achieve its business goals. Much of the engagement with our stakeholders takes place at an operational level through the Executive team, particularly in respect of our customers, suppliers and employees whom we deal with in the ordinary course of business on a day-to-day basis.

The following sections below describe how the Board and the Executive team engages with its key stakeholders and how it considers their interests when making its decisions.

Our shareholders

The Board recognises the critical importance of open dialogues and fair consideration of the Company's members. Our largest shareholders have representation on the Board with Board meetings held quarterly. The Board also engages regularly with members outside of the Board meeting cycle where there are matters of importance such as business performance, key product and strategy updates, and future fundraising.

Employee engagement

Our employees are the driving force behind our purpose and growth. Our success is driven by the talent and effort of our workforce. We recognise that interaction between the Board and Executive team is crucial for maintaining the welfare of our people and future success. The Board holds regular meetings with the Executive team and in turn department heads are required to engage fully and transparently with their teams.

We engage with our employees across a wide range of platforms along with direct feedback via managers and peers. The results and feedback are reviewed and actioned at Executive and Board level. The Group has regular Company-wide meetings where employees are encouraged to submit questions and views along with posting updates on the Company internal communication platform.

The Group also promotes our core values that employees are encouraged to associate with across all areas of their working practices. The Diversity, Equity and Inclusion strategy is embedded across the whole organisation and is aligned to our business goals. Key initiatives include our DE&I Committee, which brings together employees from different backgrounds and levels of our organisation and plays a key role in shaping our company culture to be more inclusive, welcoming, and diverse.

In 2024, Motorway introduced the Women’s Chapter, a formalised community providing a safe space, advocacy, and a focus on professional development. Beyond workplace initiatives, DE&I are also embedded in our benefits, ensuring we attract and retain diverse talent. This includes enhancing our parental leave package, fostering a flexible work environment and supporting the mental well-being of our employees.

Customer relationships

Our business relies on strong relationships with customers on both sides of the marketplace being consumers selling their car and car dealer purchasing cars. Since inception, the Company has developed many long-standing relationships with a large and varied range of dealers across the UK market. Similarly, we are focussed on delivering the best experience for our consumers when selling their car through our platform, driving loyalty, advocacy and repeat use.

Management is regularly briefed on new and existing customer relationships. By nature, our business works in collaboration with our customers. We have a zero-tolerance approach to practices which are at odds with our values and culture, for example corruption and bribery. We are committed to acting ethically and with integrity in all business dealings.

Community and environment

The Company is committed to minimising environmental risk and continual improvement of environmental performance through the Company’s operations. During the year the Company has engaged with third parties to review and understand how to reduce our carbon footprint through the Company’s operations. The Board recognises the importance of contributing to the wider industry and community and considers it a vital part of achieving our purpose.

8. Governance

Board Structure

Our board is composed of experienced professionals from diverse backgrounds, ensuring robust oversight and strategic guidance. The performance of the business is assessed using revenue, gross profit, operating loss, and other non-financial and operational metrics. Actual results are regularly compared to budgets and forecasts, and material variances are investigated with appropriate actions taken to ensure that the plans are met, as approved by the Board.

9. Risk management

Principal risks

• Market conditions

• Platform and operational resilience

• Cybersecurity

• Regulatory compliance

• Liquidity and cash flow

• Credit and counterparty exposure

• Competition and technological change

Risk mitigation

• Daily monitoring of marketplace dynamics and diversified dealer network.

• Continued investment in platform scalability, automation and operational control.

• Regular penetration testing, security reviews and incident response planning.

• Ongoing legal oversight and process review.

• Strong cash reserves and a completed £25m growth capital facility.

• Settlement risk reduced through Motorway Pay and conservative provisioning.

• Continued investment in valuation accuracy, profiling tools and marketplace integrity.

10. Outlook and final remarks

Motorway expects continued operational and financial progress in the next financial year, supported by deeper dealer participation, enhanced seller experience and improvements in operational efficiency. The Directors remain confident in the long-term opportunity and, subject to market conditions, target reaching profitability during 2026.

On behalf of the board

The Directors present their annual report on the affairs of the Group, together with the consolidated audited financial statements and auditors' report, for the year ended 31 December 2024.

The principal activity of the Group is a digital marketplace connecting private consumers selling their cars directly to a network of more than 7,500 verified car dealers, matching each seller with the dealer who most wants to buy their car. This enables consumers to sell their car quickly for the best price from the comfort of home, and a powerful way for car dealers to acquire the best used car stock efficiently.

Going concern

The Directors have reviewed the Group's Board approved budget and forecasts for the 12 months from the date of this report. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in note 1 to the financial statements.

The results for the year are set out on page 15.

There were no dividends paid in the year (2023: £nil).

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group has made qualifying third party indemnity provisions for the benefit of its Directors during the year and these provisions remain in force at the date of approval of these financial statements.

The Group made no political contributions in the year (2023: £nil).

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group and the Group. This is achieved through formal and informal meetings, and through bi-annual engagement surveys. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

Following the year end, the Company successfully secured a £25 million growth capital facility, providing additional flexibility as we continue our path toward profitability.

Full details of this post balance sheet event, including the key terms and conditions of the term loan facility, are provided in the Notes to the Financial Statements (Note 21 - Events after the reporting date).

See the Strategic Report for review of the business, future developments, principal risks and uncertainties, including Financial Risk Management Objectives and Policies, and Streamlined Energy and Carbon Reporting.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Group's auditor are unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the Group's auditor are aware of that information.

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

The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB) and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period.

In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable IFRSs as issued by the International Accounting Standards Board (IASB) have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the parent company financial statements, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006.

In our opinion:

• Motorway Online Ltd’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s loss and the Group’s cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006;

• the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: Group Statement of Financial Position and Company Statement of Financial Position as at 31 December 2024; Group Statement of Comprehensive Income, Group Statement of Changes in Equity, Company Statement of Changes in Equity and Group Statement of Cash Flows for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.

Basis for opinion

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

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group's and the Company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

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

With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic Report and Directors' Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors' Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors' Report.

Responsibilities of the directors for the financial statements

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

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

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting manual journal entries to manipulate financial performance. Audit procedures performed by the engagement team included:

• Enquiry of management and those charged with governance around any actual or suspected instances of non-compliance with laws and regulation or fraud;

• Obtaining an understanding of the Groups policies and procedures on compliance with laws and regulations;

• Performing procedures to address the risk of management override of controls, including testing journal entries and other adjustments for appropriateness, in particular testing a sample of journals posted with unusual account combinations;

• Reviewing financial statement disclosures and testing these through to supporting documentation to assess compliance with applicable laws and regulations;

• Designing audit procedures to incorporate unpredictability around the nature, timing and extent of our testing; and

• Assessing accounting estimates within the financial statements, and substantively testing those with a material risk to the financial statements.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

Use of this report

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

Other required reporting

Companies Act 2006 exception reporting

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

• we have not obtained all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

• certain disclosures of Directors' remuneration specified by law are not made; or

• the financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

All amounts relate to continuing operations.

The notes on pages 20 to 44 form part of these Group financial statements.

The notes on pages 20 to 44 form part of these Group financial statements.

The notes on pages 20 to 44 form part of these Group financial statements.

The notes on pages 20 to 44 form part of these Group financial statements.

Motorway Online Ltd is a private company limited by shares incorporated and domiciled in the UK and registered in England and Wales. The registered office is 12-13 Wells Mews, London, W1T 3HE. The Company's principal activities and nature of its operations are disclosed in the Directors' report.

The Group consists of Motorway Online Ltd and all of its subsidiaries.

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The accounting policies have been applied consistently, other than where new policies have been adopted, due to the changes in the year as mentioned in note 2.

The Parent company financial statements have been prepared in accordance with Financial Reporting Standard 101 - Reduced Disclosure Framework (FRS 101), in conformity with the requirements of the Companies Act 2006.

The consolidated financial statements are prepared in sterling, which is the functional currency of the Group and all values are rounded to the nearest thousand (£'000), except when otherwise indicated.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value. The material accounting policies adopted are set out below.

The Company has taken advantage of the following disclosure exemptions under FRS 101:

• the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment;

• the requirements of IFRS 7 Financial Instruments: Disclosures;

• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;

• the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total;

• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements;

• the requirements of IAS 7 Statement of Cash Flows;

• the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures;

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and

• the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

For the year ending 31 December 2024 the following subsidiaries of the Company were entitled to exemption from audit under s479A of the Companies Act relating to subsidiary companies. The guarantee is given by Motorway Online Ltd.

• Total Car Check Ltd (company registration number: 07043189)

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated group financial statements consist of the financial statements of the Parent Company Motorway Online Ltd together with all entities controlled by the Parent Company (its subsidiaries).

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The Directors have assessed the statement of financial position and likely future cash flows at the date of approving these financial statements.true

During the past few years, the Group has raised significant levels of additional investment, which further improved the Group’s cash reserves. Additionally, subsequent to the reporting date, on 23 December 2025, the Group successfully executed a £25.0 million Term Loan Facility, of which £15.0 million was drawn at closing. This new financing provides a material increase in available liquidity and financial flexibility. Further details of this transaction are disclosed in Note 21 (Events after the reporting date).

Based on the combination of the existing level of funding available (£11.6 million cash on hand at 30 November 2025 pre-borrowing), the proceeds from the new Term Loan Facility, the forecasted rate of cash burn based on the Board-approved forecasts, and the active management of working capital, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Revenue relates to two key revenue streams being, firstly, commission fees earned from buyers on each successfully sold vehicle and, secondly, transport revenue from buyers for the inspection and transportation of vehicles between sellers and buyers.

The Group considers whether there are other elements in the contracts that are separate performance obligations to which a portion of the transaction price needs to be allocated and has separated out commission revenue and transportation revenue as noted below.

Commission revenue is stated net of VAT, rebates and trade discounts and is recognised when a deal is agreed between the seller and buyer which is when the significant risks and rewards are considered to have been transferred and the service is complete.

In determining the transaction price for the commission on deals, the Group considers the effects of variable consideration, existence of a significant financing component, noncash consideration, and consideration payable to the customer (if any).

If the consideration in a contract includes a variable amount (such as volume rebates or rights of return), the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur and this determines the amount of variable consideration that can be included in the transaction price and recognised as revenue.

A refund liability is recognised for the services that are expected to be returned (i.e., the amount not included in the transaction price).

Transportation revenue is stated net of VAT, rebates and trade discounts and is recognised on delivery of the vehicle which is when the significant risks and rewards are considered to have been transferred.

Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year. Where payments are received from customers in arrears of services provided, the amounts are recorded as accrued income and included as part of debtors.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Website costs - 5 years straight line

Other intangibles - 10 years straight line

Other intangibles relates to intangibles acquired (other than Goodwill) on the acquisition of Total Car Check Ltd.

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Group is expected to benefit. Provision is made for any impairment.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Parent Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognised initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of comprehensive income for the reporting period in which it arises.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

• it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

• on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or

• it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the Parent Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an appropriate model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the statement of comprehensive income in the period in which they arise.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

The following new and amended Standards and Interpretations have been issued and are effective for the current financial period of the group. Their adoption has not had any material impact on the disclosures in, or on the amounts reported in, these consolidated financial statements.

Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

The company has adopted the amendments to IAS 1 for the first time in the current year. The amendments clarify that the classification of liabilities as current or non-current should be based on rights that exist at the end of the reporting period. Expectations about whether an entity will exercise a right to defer settlement of liability do not affect its classification. In addition, a liability is classified as non-current where the right to defer settlement of a liability for at least 12 months after the reporting date exists as at the end of the reporting period.

The amendments also clarify that (for the purposes of classification as current or non-current), settlement is the transfer of cash, the entity’s own equity instruments (except for certain options as described below), and other assets or services.

An option granted to a lender to convert a liability into equity shares will not affect the classification of the liability as current or non-current if the option is recognized as an equity instrument separate from the liability in accordance with IAS 32 Financial Instruments: Presentation.

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:

No significant impact on the Group’s financial statements has been identified because of these additional standards and amendments. New standards or interpretations applicable to the Group or accounting periods commencing on or after 1 January 2025 are not expected to have a material impact on the Group.

In the application of the Group's accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.

The Directors do not consider that any critical judgements have been made in the application of the Group's accounting policies.

The parent company periodically evaluates the recoverability of investments in subsidiaries whenever indicators of impairment are present. Indicators of impairment include such items as declines in revenues, earnings or cash flows or material adverse changes in the economic or political stability of a particular country, which may indicate that the carrying amount of an asset is not recoverable. If facts and circumstances indicate that investment in subsidiaries may be impaired, the estimated future undiscounted cash flows associated with these subsidiaries would be compared to their carrying amounts to determine if a write-down to fair value is necessary.

Revenue represents the fair value of services provided to customers during the financial year excluding value added tax.

Revenue is wholly attributable to the principal activity of the Group and arises solely within the United Kingdom. An analysis of the Group's revenue is as follows:

Tax services include fees for corporate tax, research and development, share based compensation review and capital allowances services.

The directors have agreed with the group's auditors that the auditors' liability to damages for breach of duty in relation to the audit of the group's financial statements for the year to 2024 should be limited to the greater of £5 million or 5 times the auditors' fees, and that in any event the auditors' liability for damages should be limited to that part of any loss suffered by the group company as is just and equitable having regard to the extent to which the auditors, the group and any third parties are responsible for the loss in question. The shareholders waived the need for approval of this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 4 July 2024.

Their aggregate remuneration comprised:

Key management personnel compensation is equal to the Directors emoluments.

The directors did not receive any pension benefits or any share options during the year. Included in directors remuneration is £111,744 (2023: £nil) of compensation for loss of office.

The credit for the year can be reconciled to the loss per the income statement as follows:

The Finance Act 2021, which was substantively enacted on 24 May 2021, included an increase to the UK Corporation Tax rate (effective from 1 April 2023) to 25.00% (for companies with profits over £250,000) and continues to be 19.00% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate.

At 31 December 2024 unrecognised deferred tax assets in relation to taxable losses carried forwards amounted to £29,224,000 (2023: £21,535,000).

Goodwill is wholly allocated to the CGU, Total Car Check Ltd.

Other intangibles relates to the technology asset acquired on the acquisition of Total Car Check Ltd.

Property, plant and equipment includes right-of-use assets, as follows:

See note 16 for details of leases where the Group is a lessee.

Non-current other receivables relates to rent deposits on office leases.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The interest expense included in finance costs in respect of leases for the year is £58,000 (2023: £86,000).

The total cash outflow for leases in the year was £1,041,000 (2023: £696,000).

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.

Enterprise Management Incentives (“EMI”) and Unapproved Options

The Group has granted Unapproved options with a nominal exercise price over ordinary shares of £0.0000001 each in the Company to employees during the year ended 31 December 2024.

The Group has not granted EMI options during the year ended 31 December 2024. The EMI options granted to employees in previous years had a nominal exercise price over ordinary shares of £0.0000001 each in the Company.

The EMI and Unapproved Options generally vest over a four-year period from the vesting commencement date. 25% of the options vest on the first anniversary of the vesting commencement date, with the remainder of the options vesting in equal monthly tranches up until the fourth anniversary of the vesting commencement date.

The EMI and Unapproved Options are not subject to any performance conditions.

As the EMI and Unapproved Options have a nominal exercise price, and the Company does not currently pay dividends, the fair value is broadly equal to the share price at the grant date. As such, it is not necessary to use an option pricing model to calculate the fair value of the EMI and Unapproved Options. Given options are required to be valued using an option pricing model under IFRS 2, the awards have been valued using a Black-Scholes option pricing model, using the model inputs as outlined in the section below.

Company Share Option Plan (“CSOP”) Options

The Group has granted share options over ordinary shares under a CSOP arrangement during the year ended 31 December 2024. All CSOP Options have an exercise price of £1.37 per share which has been considered equal to the tax market value of the ordinary shares on grant.

The CSOP Options generally vest monthly over a four-year period from the vesting commencement date.

The CSOP Options are not subject to any market based performance conditions and therefore a more complex Monte Carlo model is not required. We have therefore valued the CSOP Options using a Black-Scholes model.

Growth Shares

The Group issued Growth Shares to employees during the year ended 31 December 2024 at a nominal subscription price of £0.0000001 per share.

The Growth shares are subject to a hurdle which must be achieved for the participants to receive any value for the shares. If the hurdle is achieved then the Growth shares will participate in value equally with the ordinary shares.

The Growth Shares vest 25% on the first anniversary of the vesting commencement date, with the remainder of the Growth Shares vesting in equal monthly tranches up until the fourth anniversary of the vesting commencement date.

The Growth Shares are not subject to any performance conditions aside from the requirement for the Growth Share Hurdle to be met.

The inputs into the respective valuation models were as follows:

The awards were granted on various dates during the year ended 31 December 2024. In accordance with IFRS 2, each award has been valued on its respective grant date. However, as outlined previously, the fair value of the Unapproved Options should simply equal the share price on the date of grant.

For awards granted during the year, the weighted-average fair value of the Unapproved Options, CSOP Options and Growth Shares at the measurement date has been determined to be £3.72, £2.65 and £2.07 per share respectively. For share options outstanding at the period end date, the average remaining contractual life is 8.2 years.

For awards exercised during the year, the weighted-average share price of all Unapproved Options, CSOP Options and Growth Shares has been determined to be £3.72 at the date of exercise.

As the Group is not listed, employees are only able to realise value for the awards on a future exit event such as a sale or IPO of the Group. For simplicity, we have used a constant expected term at each grant date.

Risk-free rate varies depending on the grant date of the option with a life in line with the expected term assumptions noted above. The risk free rate input does not impact on the fair value of the Unapproved Options as the options only have a nominal exercise price.

The Group does not expect to pay any dividends to shareholders over the period prior to an exit event.

Expected volatility was determined based on the historical volatility of a group of comparable quoted companies on the first and last grant date during 2024 over a historical three year period in line with the expected term. The volatilities of the comparator companies have remained broadly unchanged over the course of 2023.

The expected volatility input does not impact on the fair value of the Unapproved Options as the options only have a nominal exercise price.

The Group recognised total expenses of £4,011,000 and £2,529,000 related to equity-settled share based payment transactions in 2024 and 2023 respectively.

During the year, the Company issued 205,520 ordinary shares at a nominal value of £0.0000001 per share and 1,953,111 ordinary growth shares at £0.0000001 per share.

The comparatives for the number of growth shares and growth deferred shares have been restated from 1,531,800 to 1,401,591 and from 224,800 to 355,009 respectively to reflect a change in designation of 130,209 shares from growth shares to growth deferred shares occurring at the end of 2023.

Other reserves relates to a share-based payment reserve which represents the charge to profit or loss for services received in relation to equity settled share based payments not yet settled.

After the year end, the Company issued 516,681 ordinary shares at their nominal value of £0.0000001 per share.

On 23 December 2025, the Group successfully executed a new £25.0 million Term Loan Facility ("the Facility").

A principal amount of £15.0 million was drawn at close. The remaining £10.0 million is available for drawdown from 30 June 2026 until 31 December 2026. The loan is interest only for 24 months and then capital repayments are due over the next 30 months until a final repayment date of 23 June 2030.

In connection with the Facility, the Group issued 288,115 warrants to the lender.

The remuneration of key management personnel, including Directors, is set out in note 8 in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

The Group have no other related party transactions to disclose.

There is no individual ultimate controlling party.

The notes on pages 48-51 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £36,988,000 (2023: £30,488,000 loss).

The notes on pages 48-51 form part of these parent financial statements.

Property, plant and equipment includes right-of-use assets, as follows:

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows: