ZIGUP plc | Annual Report and Accounts 2026
We keep
customers
moving,
smarter.
ZIGUP plc | Annual Report and Accounts 2026
ZIGUP plc | Annual Report and Accounts 2026
Strategic report
01 Highlights of the year
02 Our purpose framework
03 ZIGUP at a glance
05 Supporting our customers
06 Why we win
08 The evolution of our UK&I businesses
10 Chairman’s statement
12 Chief Executive’s review
16 Our markets
18 Our business model
19 Our competencies and resources
20 Delivering stakeholder value
and positive impact
22 Our strategy
23 Sustainability overview
24 Sustainability progress
32 Key performance indicators
34 Financial review
42 GAAP reconciliation
45 Identifying and managing risk
49 Principal risks and uncertainties
57 Viability statement
58 TCFD and SECR Report
68 Non-financial and sustainability
information statement
70 Section 172 statement
Integrated mobility,
delivered smarter.
We are focused on placing
customers at the centre of our
business, offering a broad range
of services that can be flexed and
tailored to each of their needs.
What’s inside
Corporate governance
74 Chairman’s introduction to
governance
76 Governance at a glance
78 Governance structure and
responsibilities
79 Board of directors
80 Corporate governance
84 Report of the Nominations
Committee
88 Report of the Audit Committee
94 Introduction to the Remuneration
Report
97 Remuneration at a glance
99 Directors’ Remuneration report
110 Report of the Directors
114 Statement of Directors’
responsibilities in respect of the
financial statements
115 Independent auditor’s report to
the members of ZIGUP plc
Financial statements.
123 Consolidated income statement
124 Consolidated statement of
comprehensive income
125 Consolidated balance sheet
127 Consolidated cash flow statement
128 Notes to the consolidated cash
flow statement
130 Notes to the consolidated financial
statements
175 Company balance sheet
176 Company statement of changes in
equity
177 Notes to the Company financial
statements
Other information
188 Glossary
192 Shareholder information
In 2025, ZIGUP plc was
recognised by the King’s Award
for Enterprise for Promoting
Opportunity. This is the most
prestigious business award
programme in the country, with
successful businesses able to
use the esteemed King’s Awards
emblem for the next five years.
Find out more on our website www.ZIGUP.com
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Highlights of the year
Driving sustainable growth for all our stakeholders.
Underlying financial highlights Operational highlights
Non-GAAP statement
Well placed in our markets
Leveraging trends of outsourcing mobility needs and changing
consumer expectations, together with adopting technology
delivering resource efficiency and energy transition.
Delivering with purpose
A customer-centred focus on delivering mobility, smarter, supported
by responsive delivery and measurable performance.
Driven by our people
Our colleagues are our driving force – nurturing our talent through
investment in learning and growing the skillsets of our people to fulfil
our commitment to outstanding customer service delivery.
Discover more Pages 16 to 17 Discover more Page 2 Discover more Pages 26 to 29
Throughout this report, we refer to underlying
results and measures. The underlying measures
allow management and other stakeholders to
better compare the performance of the Group
between the current and prior year without the
effects of one-off or non-operational items.
Underlying profit measures exclude intangible
asset amortisation from acquisitions, certain
adjustments to depreciation and certain one-off
items such as those arising from restructuring
activities and the tax impact thereon.
Specifically, we refer to disposal profit(s). This
is a non-GAAP measure used to describe the
adjustment in depreciation charge made in the
year for vehicles sold at an amount different to
their net book value at the date of sale (net of
attributable selling costs).
A reconciliation of GAAP (reported or statutory)
to non-GAAP (underlying) measures is included
on pages 42 to 44. A further explanation of
alternative performance measures and a
glossary of terms used in this report can be
found on pages 188 to 191.
Revenue (excluding vehicle sales)
£1,636.3m
+5.2%
Fleet size (‘000)
139.4
+5.9%
EBIT (excluding disposal profits)
£164.0m
+9.7%
Underlying profit before tax
£160.1m
-4.1%
Colleague engagement
74%
-1ppt
Net promoter score
66
+2 points
Underlying EPS
53.1p
-9.2%
ROCE
11.2%
-1.4ppt
Steady state cash generation
£95.7m
+79.0m
01
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Our vision and purpose are supported by our strong culture.
Our strategy
We leverage the strengths of our
complementary businesses.
Together these deliver integrated mobility solutions across the vehicle lifecycle.
Remuneration
We align reward for our people
with the success of the Group.
We review these against a range of relevant financial metrics, and where appropriate
also against a number of personal and strategic objectives.
Stakeholders
We look to create long-term
sustainable value.
Investing in the business for the benefit of our diverse stakeholder groups
and our social environment.
Our purpose framework
Our vision.
Our purpose.
We keep customers moving, smarter.
We are focused on placing customers at the centre of our business, offering a broad
range of services that can be flexed and tailored to each of their needs.
Our culture.
Supported by a strong culture
and identity.
Our corporate values promote an inclusive and supportive culture
of teamwork, integrity and support.
See our Strategy Page 22
Read our Remuneration report Pages 94 to 109
Read more on our stakeholders Pages 20 to 21
Read more on our culture Page 26
Our purpose framework
02
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
ZIGUP at a glance
We are an integrated mobility provider delivering end‑to‑end vehicle solutions ranging from fleet rental and
management to accident support, repairs and disposal – to keep our customers moving smarter.
Vehicle provision
Vehicle rental, service and
maintenance across the UK,
Ireland and Spain to a range
of blue-chip, public sector,
corporate fleets and SMEs.
Wide range of fleet options
including small to large panel
vans, customised vans, e-LCVs
and specialist vehicles including
refrigerated, traffic management
and support.
Bodyshop repair
Vehicle damage repairs for
cars and LCVs, including
plastic welding, structural and
aluminium body repairs, together
with mobile repair, glass repair
and replacement services.
Claims support
and accident
management
End-to-end handling of any
accident claim on a UK customer
fleet or policyholder’s behalf from
initial incident reporting to repair
and insurer management.
Vehicle disposal
Extensive range of used
vans and cars offered to
businesses and individuals
through retail sites in UK, Ireland
and Spain and online auction
platforms, with comprehensive
after-sales support.
Principal disposal route for the
Group’s fleet. Our e-auction
platform is also used by other fleet
operators to sell their vehicles.
Replacement
vehicle
Replacement vehicle provision
following an accident, either
through credit hire arrangements
or direct hire for insurer’s
own policyholders.
Like-for-like replacement
vehicles in event of a non-fault
accident, or where customer
has subscribed to an upgraded
courtesy car policy.
Fleet support
and services
Management of the performance,
compliance and maintenance of
commercial fleets such as service
scheduling, telematics, driver liaison,
training, downtime management and
EV fleet consulting.
What we do.
ZIGUP at a glance
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Corporates
We support corporates from blue-chip to SMEs
across a broad range of industries from support
services to infrastructure.
Public sector
Accredited through a number of framework
agreements, as well as specialist services
including emergency and highways services.
Insurance and leasing
Working with many of the UK’s leading insurers
and insurance brokers, as well as contract hire
and leasing companies.
Consumers
Whilst our services are delivered principally
through B2B relationships, we offer rental and
incident claims handling through retail and
partner channels.
We keep customers mobile
through nationwide networks
and partnerships.
We are trusted by customers
across many sectors and
industries to support their
regular mobility needs or
by helping them when
unforeseen events occur.
Vehicle fuel types
LCV
Cars
Diesel Petrol EV and hybrid
UK and Ireland Spain
Total fleet
139,400
Total rental locations
90
Total repair locations
173
Total colleagues
7,6 0 0
Rental fleet
47,4 0 0
Rental locations
62
Repair locations
122
Colleagues
6,100
Replacement
vehicle fleet
14,100
Rental fleet
77,900
Rental locations
28
Repair locations
51
Colleagues
1,500
Canary Islands
Total Group sites of 185 include those where rental and repair centres are in a shared location.
Repair locations include both workshop and bodyshop locations and where these are located at the same site, they are counted as separate locations.
Keeping customers mobile.
ZIGUP at a glance continued
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Supporting our customers
Supporting customer mobility.
Initial fleet choices
andonboarding
Helping make the most appropriate vehicle choices, looking at routes, payloads and specialist requirements, including fit-out
and any corporate branding. Identifying the right service locations and building an account management relationship which
ensures the rental fleet meets the mobility needs.
Using telematics and other data insights to help manage fleets with optimal efficiency, including route choices and downtime
planning and predictive maintenance. Supporting any transition to EVs together with maximising fleet flexibility and growth
throughout our relationship.
Maintaining and repairing a customer’s rental fleet when in-service, including managing planned service actions at
convenient times and locations. Flexible support from a nationwide workshop network and mobile solutions at customers'
locations. Replacement LCVs helping keep customers mobile when an unscheduled workshop visit is required.
From managing the initial reporting of an incident 24/7, including roadside recovery and identifying
claimants’ needs and entitlement as an insurance partner policyholder, through to full resolution of
the claim including replacement vehicle and repair.
Responsive and high-touch management of requirements for a replacement vehicle when a
vehicle is off the road under a partner’s insurance or corporate cover. A like-for-like or courtesy
vehicle where appropriate, delivered to the door, from EV to 4x4 and prestige cars.
A full capability from aluminium structural repair to plastic welding, paint spraying and
electronic sensor / ADAS resetting from an expert nationwide bodyshop repair network,
supporting both insurance partners and fleet customers.
End-of-rental and end-of-vehicle-life management through in-house disposal channels
both online and in branches. Customer account managers support seamless transfer to
new rental vehicle or flexibility in adjusting the fleet to better suit changing mobility needs.
Fleet management
andinsights
In-service fleet support
Vehicle disposal and renewal
Accident management
Replacement vehicle
Vehicle repair
Supporting our customers
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Why we win
Our competitive
advantage.
Goodstaff
customer
professional work
time efficient
experience
hire really quick
car help
recommend
Our competitive advantage comes through our ability to deliver
outstanding customer service nationwide across a breadth of
products and services that deliver smarter on customer needs.
It is this combination and unique breadth of offering which
differentiates us from other providers.
The complexity of delivering this at scale and through an integrated
solution, is a meaningful barrier to new entrants. At the same time
our investments in infrastructure, technology and training reinforces
our market leading position and benefits the broadest range
of customers.
This is a compelling proposition for many businesses looking to
grow with a long-term, trusted outsourcing mobility partner. It helps
us retain contracts when up for renewal, and win new contracts
when benchmarked against other providers.
What our customers say about us
Word cloud created from Trustpilot
reviews for FY2026
Why we win
06
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Why we win continued
Investing in growth, delivering greater economic moat Providing expert insights to keep customers moving, smarter Increasing bodyshop productivity through investing
in the latest technologies
Adding specialist vehicles to our fleet account platform Longstanding trusted partner for managing critical
recovery on the UK’s national road network
Bringing our services to the customer’s doorstep
Simplified access to
broadening fleet range
Trusted outsource partner
for critical services
Delivering smarter
mobility insights
Reinforcing market
leading position
Mobile solutions as part
of our integrated offering
Improving productivity with
infrastructure investment
For more details of our case studies please see website www.ZIGUP.com/spotlight/whywewin
07
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
The evolution of our UK&I businesses
61,500
total fleet
62
rental locations
57
Workshops
Northgate Mobility combines all of our
UK&I rental activities with a fleet of
over 60,000 vehicles nationwide.
From a broad range of LCVs to
specialist traffic management and
temperature controlled vehicles, and
a replacement vehicle fleet for when
customers’ vehicles are off the road.
Together, these keep our corporate customers and
insurance partner policyholders mobile, supported on a
nationwide basis with fleet management, value-added
solutions and insights.
Experts:
in fleet management
and maintenance
Nationwide scale:
57 branches with
integrated workshops
to quickly resolve
any issues and keep
customers mobile
Trusted adviser:
on smart fleet
choices, e-LCV
transition and
fleet management
insights
Excellent customer
service:
reflected in excellent
Trustpilot scores and
high customer loyalty
The evolution of our UK&I businesses
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
The evolution of our UK&I businesses
FMG comprises our claims
management and roadside solutions,
together with our bodyshop operations.
Together they provide end-to-end
solutions for accident management,
from roadside recovery through to
bodyshop and mobile repair services.
We are experts in managing complexity and challenging
situations, recovering and getting a vehicle back on the
road quickly following an incident, minimising repair and
replacement vehicle costs for insurers and drivers alike.
+20m
policyholders supported
65
bodyshops
500
bodyshops in our third party network
Experts:
200,000 repairs
delivered annually by
expert technicians
using the latest repair
technology
Nationwide scale:
65 bodyshops,
38 mobile repair
vehicles and a repair
network of 500 third
party bodyshops
Trusted adviser:
by major UK insurers,
fleet operators, lease /
corporate customers
as well as blue-light
services
Excellent customer
service:
24/7 driver support,
digital and telephone
claims journeys for all
vehicle types
09
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report ZIGUP plc | Annual Report and Accounts 2026
Chairman’s statement
Overview
This has been another year of significant progress
across the business, delivering on our vision
of being the leading provider of integrated
mobility solutions.
With strong performances across our rental
business, together with contract extensions and
new wins within the Claims & Services business, we
are demonstrating our competitive advantage.
Spain is experiencing substantial VOH growth as
the market for flexible van rental grows, and the
UK&I business model simplification is a key pillar
in our evolution, making it easier for customers to
contract with us and helping our business operate
efficiently. I am delighted with the progress this
programme has made to date.
The focus on simplifying our customer experience
has been reflected in industry leading Trustpilot
and NPS scores, strong customer retention and
new business growth. How we are perceived by our
customers and partners really matters and is key to
our market leading reputation and how we attract
new customers.
Equally, how we nurture staff and their development
is critical to our long-term sustainable growth, and we
place great emphasis on providing support across
the career lifecycle, from our early careers induction,
award-winning apprenticeship programme, to talent
development and leadership training.
Financial performance
Our financial performance this year reflects the hard
work of all colleagues across the business, and the
strength of our diverse business model.
The inflexion in steady state cash generation
demonstrates the growing cash returns being
delivered from our implemented fleet replacement
cycle, and this is a pivotal position where the Board
has broader optionality across growth opportunities
and capital allocation.
Having recovered from the vast majority of global
supply chain challenges we faced during and
after COVID-19 and a relatively stable market
environment emerging, we have been able to
invest for growth across fleet, infrastructure and
technology this year.
Strategic progress
The strategic pillars of Enable, Deliver and Grow
continue to resonate well across the business. In
Spain, the team have continued to broaden their
footprint and touchpoints with customers, managing
substantial fleet growth over the past few years,
including a new contract win with the national train
infrastructure operator which went live in January
2026, whilst maintaining sustainable rental margins.
The UK&I simplification touches all of these pillars,
and brings together our experience and capabilities
delivered to our customers with accelerated
momentum. Planned as an 18-month programme
to deliver tighter integration and efficiencies,
substantial progress has been made in the first six
months, including the rebranding under Northgate
Mobility and FMG. The early phases of supplier
consolidation are also bearing fruit and the business
is on track to deliver £20m of annual cost benefit
from the programme by FY2028.
Our businesses operate in markets embracing
structural change, and continue to benefit from
secular trends such as greater outsourcing and
connectivity. It is an exciting time for the automotive
and mobility sectors and we are well positioned
tobenefit.
Continuing to deliver
with momentum.
2 7.0 p 66
Dividend per share Group NPS score
This has been another year of significant
progress across the business, delivering
on our vision of being the leading provider
of integrated mobility solutions.
Avril Palmer-Lavery
Chairman
Chairman’s statement
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Chairman’s statement continued
Capital allocation
The Board sees significant opportunities to
develop the underlying business, and has a strong
balance sheet that can support both organic and
inorganicgrowth.
Our disciplined capital allocation and approach to
leverage remains an important priority for the Board.
It is an essential element of the capital structure,
and together with growing steady state cash
generation, brings substantial financial capacity
andflexibility.
Reflecting this strong cash generation, the
Board has proposed a final dividend of 18.2p,
which together with the interim dividend of 8.8p,
represents an 2.3% increase over the prior year.
Shareholder returns are important constituents
within our capital allocation framework.
Our people and sustainability
On behalf of the Board, I would like to express
our thanks to all of ZIGUP’s colleagues who
have worked tirelessly for the business and our
customers over the past year, demonstrating our
core values every day.
We have been investing in training and technical
skills across the businesses, and our award-winning
apprenticeship programme is providing the skills
needed for the future. Our talent development
programme is also providing greater structure and
clarity for those who we see as future leaders.
We were proud to have achieved our carbon
reduction targets ahead of schedule last year. This
accomplishment, combined with our commitment
to support our customers' decarbonisation efforts,
encouraged us to establish new, more ambitious
near term science-based targets across all Scopes,
and we have submitted these targets to the SBTi
for validation.
The pathway we will take to achieve our near term
targets and become net zero will be detailed in our
Transition Plan, which is expected to be finalised in
the coming months.
CFO appointment
Rachel Coulson joined us in August 2025 as
CFO and we have very quickly benefitted from
the insights she has brought from her senior
finance roles in FTSE 100 businesses and strong
background in technology transformation. She
brings a clear perspective to the Board table and
has made fast progress delivering change across
finance, and technology, as well as supporting
commercial business operations.
Board and governance
We benefit from the diverse skillset and experience
of our Non-Executive Directors, including depth
across automotive, technology and people.
Ourdiscussions are wide-ranging and the Non-
Executive Board members provide constructive
challenge and support to the executive team in
equal measure.
I will continue to explore further opportunities to
enhance the breadth and skills of the Board, and
was pleased to see ZIGUP leading the UK FTSE
250 Women Leaders Review rankings over the last
five years on board gender diversity.
Stakeholder engagement
Last year we proposed a Value Creation Plan (VCP)
which was approved by shareholders at our last AGM.
Having consulted widely with our large shareholders,
there was a clear endorsement of our proposals,
taking into account the policy restrictions on some
funds' ability to support such an innovative structure.
Following the AGM, we engaged as normal with all
our major shareholders as part of our interim results
roadshow, where the VCP was regarded in nearly
all meetings as being a positive initiative to align
shareholder value.
This year we expanded our in-person investor
engagement activities with a US East Coast
roadshow in January with three days of investor
meetings. We also undertook several UK site visits
for lenders, equity analysts and investors, where
our operational teams were able to showcase our
competitive advantage. The feedback was excellent
and the attendees quickly realised the scale, depth
and capabilities of the business and positioning in
the market.
The Group's investor relations programme has again
been recognised this year as best in class: both for
innovation in investor relations and for our corporate
website for the third consecutive year in the UK and
also as Best in Europe, which supports our efforts to
raise awareness of how we are creating value.
Looking forward
Our rental markets continue to provide healthy
demand for our service-led product offerings, and
we are confident in the outlook for FY2027 with
VOH growth expected in both geographies. In
our FMG businesses we see a good pipeline of
opportunities, high contract renewal rates and
increasing repair productivity.
We are well positioned to deliver growth in line
with market expectations for profit for the year,
which take into account the cost savings identified
from our UK&I simplification and are tracking well
towards our target of generating in excess of £200m
in steady state cash in FY2028.
Avril Palmer-Lavery
Chairman
7 July 2026
Hear how we have expanded our fleet
and supporting service solutions to grow
our Spanish presence by over 25% over
the past three years. Leaning into strong
macro-economic growth, our Spanish
team has developed a set of differentiated
products which are centred around
service-focused solutions.
These are driving demand for fleet rental
across both large corporate fleets and SMEs,
both of which are looking for a solution which
comes with a full service wrap so they can focus
on their business. With over 50 locations in
Spain we have a clear market leading position,
through our ability to deliver at scale nationwide,
and this differentiation continues to grow as we
expand our fleet and presence.
Reinforcing market
leading position
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Strengthening our
leading position.
Overview
This has been an excellent year and I am delighted
with the progress made across our business as we
strengthen our position as the leading integrated
mobility solutions provider. We delivered a near
10% growth in EBIT, excluding disposal profits,
reflecting both the underlying strength of our offering
and sustained demand. With the normalisation
of supply dynamics supporting fleet replacement
we have also seen an inflexion in our steady state
cash generation and remain on track to generate in
excess of £200m in steady state cash in FY2028.
The UK&I simplification has been progressing at
pace with both operational milestones and cost
savings on track, with Northgate Mobility and FMG
brands operating from 1 May 2026.
Spain delivered stand-out performance, with
underlying revenue up 16%, capitalising on our
strong market position and favourable macro
economic conditions. UK&I Rental also performed
well, with new business wins and growth across
specialist vehicles and additional services. Both
rental businesses finished the year with good
momentum in VOH growth.
New supply and used vehicle markets have been
stable, supporting the later stages of our fleet
refreshment programme, with both rental fleets
well within efficient average ages. As a result, the
inflexion in steady state cash flow was seen as
expected in the year, up to £96m from £17m in the
prior year. Growth capex of over £130m reflects the
excellent opportunities seen for driving both VOH
and share growth, with the Group’s fleet growing
7,800 vehicles in the year.
Our differentiated business model continues to
attract insurance partners to our integrated mobility
platform. We secured a number of significant
contract extensions and new signings, including
National Highways, global insurance broker
Howden Insurance and a multi-year renewal with
Tesco Insurance.
Well positioned in healthy market
environments
The markets we serve continue to embrace the
structural trends of outsourcing and demonstrate
an increasing preference for using a limited number
of suppliers able to provide a breadth of product
offering, combined with national scale and reach
where appropriate. Larger customers in particular
are looking for expertise and support from a long-
term partner with a breadth of mobility solutions and
greater digital integration. As mobility is a core need,
our markets are also more resilient to macro-led
volatility than many other support sectors.
Our business model is therefore working well
and we are extremely well placed in attractive
markets as a top-three participant, where our scale
and breadth of capabilities put us in an excellent
competitive position. Over the course of the year
we have looked to further our advantage, attracting
and retaining customers with a differentiated and
simplified proposition while increasing our capacity
through productivity and efficiency. In Spain, we
have highly competitive products for both minimum
term and flexible product offerings, allowing us to
lean into demand in a strong macro-environment
and appealing to both large corporates and SMEs.
In the UK, the breadth of our rental product range,
including a growing range of specialist vehicles
and range of value-added solutions, places us as
a very strong contender for large fleet tenders. As
the only integrated provider of both recovery and
repair solutions at scale, we are also able to address
opportunities with a compelling proposition in many
market verticals, which delivered year-on-year
growth in hire volumes through both new wins and
organic growth.
Chief Executive’s review
+9.7% +5.2%
EBIT (excluding disposal profits) Revenue (excluding vehicle sales)
This has been an excellent year and
I am delighted with the progress made
across our business as we strengthen
our position as the leading integrated
mobility solutions provider.
Martin Ward
Chief Executive Officer
Chief Executive’s review
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
We focus on NPS scores as an indicator of our
success in delivery to corporate partners, and
Trustpilot reviews to identify how our customer
service is being received on the ground. Overall
the Group NPS score rose by two points to 66 and
UK&I rental businesses maintained a 4.9 Trustpilot
score throughout the year. In Spain, NPS scores are
ahead of industry benchmarks with customer loyalty
KPIs at historic highs.
Differentiation through customer
experience
Excellence in customer service and technical
capability delivered across a breadth of products are
key determinants of competitive advantage in our
markets. Our track record in service delivery across
our markets is why large corporates, vehicle leasing
companies and insurance partners increasingly look
to us for support at scale for their mobility needs.
For example, in Spain we are unique in the level
of our service provision and are the market leader
for flexible rental; due to our branch and workshop
capability, which managed over 250,000 workshop
visits last year. In UK&I Rental the breadth of
our vehicle range and expertise in value-added
solutions such as fleet management and EV
consultancy are important differentiators for
customers. Telematics insights are an important
value-added service for a number of customers
supporting fleet optimisation and EV transition, and
have proved to support overall customer retention
for us.
Our Claims & Services integrated offering is unique
and allows us to support a far broader range of
solutions, with partners increasingly taking multiple
solutions from us. The National Highways 10-year
contract renewal reflects our consistent success
in delivering critical services, and provides a track
record and expertise for growing our broader
recovery and out-of-hours solutions.
Disposal profits
The used vehicle market has been relatively
stable over the past 12-18 months after a period of
significant supply/demand imbalance, with disposal
profits moderating as expected. These are likely
to continue to moderate as the historic lack of new
supply in 2021-23 reduces defleet volumes for a
period, before the market readjusts as a greater
number of used vehicles appear on the market.
Strategic positioning for growth
Our strategic actions this year have focused on
leveraging our competitive advantage with new and
existing customers. The Spanish contract with the
largest rail maintenance operator is a reflection of
our scale and nationwide footprint, with 25 branches
involved in delivering and supporting 700 vehicles in
the year. New hub facilities in core urban locations
and two new service centres have expanded the
service capacity necessary to support a rapidly
growing rental fleet, which grew above the rental
market rate for another year.
The UK&I simplification is a continuation of the
evolution of our operating model. Northgate Mobility
was launched on 1 May 2026 and aligns all vehicle
provision and branch operations together, while
FMG’s incident management and repair operations
are undertaking greater integration. Alongside
simplifying the customer proposition and improving
engagement channels, both divisions have also
worked on streamlining their procurement actions,
looking to achieve a more focused supply chain and
operational support.
We also took the decision to accelerate our exit from
two loss-making and non-core markets; personal
injury claims and EV charging infrastructure, where
we determined there were limited prospects for
acceptable returns in the medium term; which will
support improved future group profitability.
Our strategic collaboration with Microsoft,
announced after the year end, reflects our
ambition to use AI technology and its potential
for leveraging data analytics for the benefit of
customers and colleagues alike. Our initial focus
will be on deploying the capabilities that make up
a‘frontier firm’ across over 3,500 colleagues, and
to encourage use cases that will deliver incremental
efficiencies and insights.
Hear how we have worked with National Highways
for the past 18 years as a trusted partner, providing
specialist statutory recovery on the UK’s strategic
network of motorways and major roads.
We recently were awarded an extension to the
contract for up to a further 10 years, reflecting our
performance against stringent service standards,
and the strength of the working relationship over
the past two decades.
With an upgraded operations control centre
and development of bespoke apps for traffic
officers, we continue to seek ways to improve the
quality of service and of the information available
to those working to keep our roads clear and traffic
moving freely.
Chief Executive’s review continued
A trusted outsource partner for critical services
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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Disciplined investment delivering
productivity gains
We have invested in infrastructure and technologies
that underpin profitable growth and support
improved customer delivery. In Spain, alongside
three new facilities and additional vehicle handling
expansion at a further four depots, further digital
integration and a new customer portal strengthen
long-term partnerships; and a new CRM system
has quickly delivered greater pipeline visibility and
prioritisation of rental opportunities.
In the UK&I Rental business, the focus has been
on our One Road and One Fleet programmes,
simplifying the customer journey and maximising
access across all our fleet, alongside delivering
higher margin value-added service opportunities.
Northgate Highways has expanded to deliver
services from four depots across the UK, better
able to be more responsive to customers’ traffic
management needs.
Chief Executive’s review continued
Notable awards won in the year
The UK bodyshop network has invested in
technician tools and training to improve productivity
and key-to-key times, and brought structural
aluminium capabilities in-house. Our newly located
and fully modernised Cardiff bodyshop, with 28
repair bays and a mobile paint booth, is a good
example of our target facility size and workflow.
We have also expanded the mobile bodyshop fleet
to manage smaller repairs at customer locations,
freeing up bodyshop capacity.
The roll-out of a new telephony platform, with
greater in-call support and process automation, was
successfully implemented in one of our major claims
contact centres, alongside further API solutions and
self-service portals for major insurance partners;
which are key enablers for enhancing claims
process efficiencies and customer service.
Mobile solutions as part of our integrated offering
Hear how our mobile solutions support
customers keeping mobile by providing
maintenance or repair services at a
customer's workplace or home,
integrated into our mobility solutions.
This enables managers to improve fleet
uptime by having vehicle servicing and
minor fault corrections undertaken at
onsite mobile clinics, minimising vehicles
going to workshops.
Our repair vans are mini-bodyshops, able
to set up on a driveway or workplace and
undertake a wide range of repairs including
panel painting. With mobile repair vans
working from most of our bodyshops,
they help improve productivity and
key-to-key times by managing smaller
tasks at a convenient time and location
for customers.
Feedback on our mobile solutions has
been very positive, with both servicing
and repair customers finding our ability
to resolve their mobility needs at their
convenience a great example of customer
service excellence.
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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A differentiated and commercial
sustainability proposition
As a key outsourcing partner in customers’ value
chains, our actions also support their sustainability
goals as well as our own emissions reduction
roadmap. For large corporates with science-based
targets or public sector customers, the ability to
provide verified data and practical expertise in
advising on the transition to lower-carbon mobility
are meaningful considerations for fleet customers.
The insurance sector’s journey toward
decarbonisation has also made sustainability a key
lever for cost control, helping win and retain accident
repair contracts. We have also aligned our repair
operations with the ARIES best practice approach,
and have been invited to join its governance board.
Having achieved our initial carbon reduction targets
ahead of their FY2027 target we have established
new and ambitious science-based targets across
all Scopes, looking out to FY2035. These will be
published later this year, together with our Transition
Plan setting out our pathway to net zero.
Supporting our people
Investing in our colleagues’ development and
training strengthens our delivery capability and
supports consistent, high-quality service for
customers. It also deepens our expertise as trusted
partners to customers looking for support with
complex mobility needs. High NPS scores and
Trustpilot reviews reflect the commitment across the
Group for delivering outstanding customer service.
Our people strategy, launched last year, has been
embedded across the business including a unified
talent and succession platform. This has helped
broaden our talent mapping and development
targets to build longer term readiness and resilience
across the business, such as internal promotions
in Spain rising 25%. Our overall engagement
score of 74% reflects the strong level of pride and
commitment across the organisation.
Enhancing our in-house technical training has also
been a core focus, including developing a Master
Technician programme for Northgate Mobility, and
certification for our Vehicle Damage Assessors.
We now have 40 apprentice pathways spanning
from early careers to degree level, and from
technical disciplines to finance and AI, with over
525 apprentices working across the Group,
of which 125 joined this year.
Hear how our investment both in advanced tooling
and in larger facilities helps to deliver not only
improved productivity and workflow through the
repair process,
but also a motivated technical team.
Bodyshop technology is developing rapidly, with
plastic welding and ADAS solutions now used
across our network, and mobile paint booths being
our latest investment. This reflects the greater
connectedness of vehicles and use of advanced
materials which allows us to continually deliver for
our customers.
Together with building colleague loyalty, and
helping deliver lower levels of voluntary turnover,
especially for technicians, these programmes are
helping deliver a much stronger pipeline of technical
capability at a time of continued skills shortage
across the industry.
Strong financial capacity and
sustainable shareholder returns
We have strong support from a broad range of
lenders, attracted to our diverse customer base and
asset-backed profile, where fleet assets rose by
over £250m on the prior year to £1.76bn. Combined
with the strength of our balance sheet, our
operational scale and depth of fleet generate strong
OEM relationships and flexibility in supply options.
Together these are a key strategic advantage
in managing our fleet, especially in a period of
attractive market opportunities, and as a result we
have been able to successfully grow the fleet in
Spain and increasingly also in the UK&I.
Given our continued confidence in the business
and its prospects, subject to shareholder approval,
the Board has proposed a final dividend of
18.2p per share (FY2025: 17.6p) to be paid on
30September2026 to shareholders on the register
as at close of business on 28 August 2026. This
would result in a total dividend for the year of 27.0p
(2025: 26.4p), a 2.3% increase on the prior year.
Martin Ward
Chief Executive Officer
7 July 2026
Chief Executive’s review continued
Improving productivity
through investment in
infrastructure
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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Our markets
Leading positions in our target markets.
Overview
LCV
Fleet customers are increasingly looking to
outsource their LCV fleet needs – either for a
portion of their fleet or in its entirety. This structural
trend is due to a combination of factors, from
the rising cost of new vehicles to the increasing
complexities of managing a multi-site fleet, or
the fact customers require support to manage
atransition to e-LCVs.
Rental offers greater flexibility in managing fleet
size, lower capital expenditure, improved flexibility
of hire duration and better service support.
Many businesses in the UK and Europe offer
such services, but larger corporate fleets are
increasingly focused on the larger rental
operators, where LCV supply is part of a
broad range of vehicle types.
While many larger operators can offer customers a
range of additional fleet services and efficiencies,
as well as superior vehicle choice and access
to the latest analytics, ZIGUP has the additional
advantage of being able to provide true nationwide
coverage and high levels of in-sourced service
support, principally focused on LCVs.
Market opportunity
Our customer base of over 17,000 rental customers
and over 200 claims and services partners is
growing, supported by both acquisitions and
underlying market growth, driven by the secular
move to outsourcing non-core activities.
Clients are attracted to the services and breadth
of vehicle types they can access from the Group's
integrated platform, the simplicity this brings
to complex processes, and our specialist
technical expertise.
Our market-leading NPS and Trustpilot scores
reflect the focus we have on excellent customer
service as a key differentiator, and our ability to
provide a consistent level of support nationwide.
Accident management and repair
The broader market comprises a range of accident
and claims management, replacement hire and
bodyshop repair specialists. They typically offer
services in a particular vertical, with few offering
multiple solutions, often as part of a consortium,
rather than fully integrated.
As an integrated solutions provider, ZIGUP's
differentiated offering provides clear benefits to
customers: breadth and quality of services offered
through its claims and services platform; the ability
to fully connect into insurance partner systems; and
efficiencies including scaling automated processes
and self-serve portals for policyholders.
The UK bodyshop market has been consolidating
over the past two to three years, with fewer
single-garage service centres and bodyshops;
these have been acquired to form part of national
chains better able to cope with the investment
required for more modern complex vehicles. There
also remain a number of in-house operations within
large insurance companies, although the trend of
insurers outsourcing requirements to networks of
independent repair centres or nationwide bodyshop
group operators, such as ZIGUP, continues.
Vehicle supply
ZIGUP is one of the largest single
purchasers of LCVs in the UK and Europe
and has relationships with over 40 OEM
automotive brands. This strong supply-side
network typically allows early access to new
vehicle supply at scale and at attractive rates,
helping us refresh and expand our fleet
of over 139,000 vehicles according to
customer demand.
Markets have been increasingly normalising
over the past two years, following on from
the tight supply conditions for new vehicles
and parts from 2021 to 2023. This has been
alliedto a stabilising of residual values for
used vehicles.
EV and new technologies
As next-generation technology offers
greater range and flexibility potential for
fleet users, e-LCV adoption is expected to
grow significantly in the coming years, as
they come to market. Customer's takeup of
e-LCVs is determined by a number of factors,
including the requirements of public sector
mandates and net zero commitments.
Payload and range limitations remain a
critical factor in real world usability, and a
growing number of fleet customers are
using our EV consultancy services to help
support their transition plans and alignment
with expected future regulatory changes,
such as the phasing out of sales of new
ICEcars and LCVs.
• Shifting consumption
and behaviour
• Changing customer expectations
Structural trends
Several structural trends are shaping our business, driving momentum and creating opportunities:
• Natural resource
management and circularity
• Sustainable mobility
• Transformative technology
and increased outsourcing
• Employment and skills gap
• Lower-carbon vehicles
• Climate change
infrastructure transition
Find out more on our website www.ZIGUP.com
1. Consumer experience 3. Resource efficiency2. Technology and skills 4. Energy transition
Our markets
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Our markets continued
UK and Ireland:
LCVs
The total number of LCVs on the road in the UK and Ireland is
estimated at 5.2 million, and the outsourced segment makes up a
modest but growing percentage. The decision for short term rental
over long-term leasing is determined by several factors, including:
financing exposures, greater flexibility in managing fleet size from
shorter leasing durations and the advantage of full service and
maintenance support offered by rental solutions.
Within the UK, ZIGUP is estimated to be the second-largest rental
company by number of LCVs, and the largest specialising in B2B
flexible and term rental. The companies in third and fourth position
are estimated to be under half our fleet size and with no national
branch network. Around half of our vehicles are on hire with
industries which support the backbone of the UK economy, from
local government, and healthcare to engineering and utilities; a
further third support retail and consumer services.
Customers are increasingly attracted by our range of ancillary
services. These include bespoke fitout, telematics, fleet
management and support services, consulting and end-to-end
support for the transition to EVs.
Spain:
LCVs
The total number of LCVs is estimated at 4.2 million, with the rental
segment representing around 6%, well below the level seen in more
mature markets. Smaller car-derived vans represent over half the
rental fleet, a significantly higher proportion than in UK and Ireland;
at15 years the average fleet vehicle age in Spain is also higher.
LCV rental has seen significant growth over the past five years,
competing with ownership and leasing which have remained the
traditional routes for most corporates. Flexible rental has attracted
strong interest both from large corporate fleets looking to manage
overall capacity, and smaller businesses where ownership is not
viable within their business model.
There are several large market participants; principally traditional/
leasing companies focused on the minimum term rental product
that typically has limited physical operations or internal service
capabilities. Within the flexible rental segment, where a strong
branch network is necessary to support a higher level of customer
engagement and shorter hire durations, there are very few national
or regional players. Northgate Spain has the largest fleet and branch
network, with the second-largest provider of flexible rental having
less than one third of our fleet size.
Accident management,
claims and repair
In the UK, there are estimated to be over 42 million vehicles on
UK roads and around 2.5 million road traffic accidents annually,
resulting in c.1.7 million insurance-related vehicle repairs
being undertaken.
Each claim results in different and complex legal processes but
will typically involve incident recovery, replacement vehicle loan
and bodyshop or mobile repair. Our existing insurance partners are
estimated to represent over 20 million policyholders, and typically
contract with providers to secure their hire and repair capacity needs,
or as referral partners. We also support large leasing companies
that are in the UK's top 50 contract hire and leasing companies, with
incident management from the first notification of loss call.
The number of bodyshops in the UK are estimated to be around
3,000, and many of these operate as part of networks which provide
nationwide reach and capacity. Large insurers are increasingly
focused on contracting support from those who are able to utilise
the latest repair technology and provide a consistent delivery of high
quality repair to stringent service standards, requiring highly skilled
technicians and integrated processes.
Current market dynamics:
• Strong new business opportunities, as large fleets
increasing look to outsource expensive fleet replacement
• Rental is a more attractive fleet strategic option than leasing
in a higher interest rate environment and given the greater
need for service support for more complex vehicles
• Increasing interest in e-LCVs as businesses start to plan
their net zero transition, though regulatory uncertainty and
product limitations are restricting demand
Current market dynamics:
• Continued robust GDP growth, supporting market growth
from corporate expansion and startups
• Growth in both minimum term and flexible product
penetration as rental market matures
• Very few operators with a presence in all major cities, no
other nationwide service-focused operator
• Limited take-up of EVs as national charging infrastructure
limited to urban centres
Current UK market environment:
• Softer insurance cycle, a number of regulatory reviews
(Motor Insurance Taskforce, Consumer Duty)
• Consolidation both in the insurance market and also around
bodyshop groups
• A number of new specialist insurer entrants operating a fully
outsourced model
• Capacity easing in bodyshops, but technician supply
shortage remains
• Greater requirement for digital processing, increase in
ADAS and other technologies in vehicles requiring greater
investment in bodyshop technology
Total LCVs
in UK and Ireland
5.2m
Total LCVs
in Spain
4.2m
Insurance-related vehicle
repairs undertaken
1.7m
Total vehicles
on UK roads
42m
Market information based on management estimates.
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Our business model
Delivering complex outsourcing solutions at scale.
We generate revenues by providing vehicles and other mobility services
through an integrated and differentiated service across the vehicle lifecycle.
Breadth and flexibility
With national networks across the UK, Ireland and Spain, we provide
significant capability for customers requiring national coverage and
experience to manage the demands of a large fleet or policyholder base.
End-to-end service offering
Our integrated platform enables us to provide a seamless suite
of mobility services to B2B customers across the whole lifecycle,
ensuring that we maximise revenue from our customers.
Operational scale
Leveraging our strong relationships with OEMs, repair network and
wider supplier chain, customers benefit from our responsiveness and
a seamless suite of services at scale, helping keep them mobile.
They are supported by core competencies set out on page 19.
Trusted expertise
Our investment in technology and training enables us to deliver
expert customer service, including supporting EV transition.
Integrated mobility
platform
Vehicle lifecycle
management and execution
Systematic claims
and repairs
Nationwide
customer service
Future automotive
skills development
Supporting
energy transition
Our business model
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1 This number relates to early careers apprentices only.
Delivering complex outsourcing solutions at scale.
Our competencies and resources
Our scale is a meaningful barrier to new entrants.
Our scale and longstanding expertise across vehicle rental, incident and claims management
and repair services provides significant value to our customers.
Integrated
mobility platform
Systematic claims
and repair
Future automotive
skills development
The development and operation of an integrated platform delivering a
seamless suite of mobility services to B2B partners and their customers
and policyholdersacross the vehicle lifecycle. The combination of
our expertise, scale and product offering simplifies the customer
experience, flexing to our customers' mobility needs as they evolve.
Longstanding expertise and development of industry leading,
highly structured and fully documented claims and repair process,
delivering cost and audit transparency for all parties involved in
a claim and repair.
Remaining at the forefront of advancing automotive technology
through industry leading training and two IMI-accredited technical
training centres. A vocational recruitment and training team,
supporting our unparalleled commitment to developing and
mentoring the next generation of vehicle technicians.
20m
Policyholders supported
1m
Vehicles under fleet management
500
Total repair network
200,000
Vehicles repaired in FY2026
178,000
Training hours in FY2026
529
Apprentices
1
Vehicle lifecycle
management and execution
Supporting
energy transition
Nationwide
customer service
Deep understanding of market dynamics and expertise in the
management of purchasing, holding and disposal of large-scale
LCV and car fleets through market cycles in the UK, Ireland and
Spain, achieving lower hire costs for both rental and replacement
vehicle fleets and customers.
Enabling LCV fleet transitions towards low-carbon mobilitywith
industry leading advisory and EV vehicle capabilities through to
management services.
Customer-focused branch and quality-assured repair networks
anddelivery teams trusted to be the direct point of contact for
customers of our outsourcing partners. Fast turnaround times,
supported by customer service centres open 24/7.
139,400
Vehicles
42,700
Vehicles purchased in FY2026
9,600
EV’s and hybrid vehicles
40,000
Active telematic units
1,100
Customer service centre colleagues
24/7
Customer service
Our competencies and resources
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Being a long-term trusted outsourcing mobility partner.
Understanding value chain impacts and stakeholder expectations is critical to our long‑term success.
Customers and consumers
Governments and regulators
Partners and suppliers
Customers and consumers are central to our
business; from sole traders, large multi-national
fleet owners and their drivers or policyholders of
our insurance partners.
We strive to provide the highest levels of customer service and
a flexible range of mobility solutions to keep them mobile and
focused on what is important to them.
We aim to build long-lasting customer relationships and collect
direct feedback, feedback from partners as well as through
surveys such as Trustpilot, which we review at both branch and
business level.
We look to engage with governments and
regulators to maintain a constructive dialogue and
ensure we understand an ever changing landscape
for mobility.
Policies relating to the EV transition are a key focus, together
with operational safety compliance aspects and personal
datahandling.
On policy matters we engage principally through our active
participation with industry bodies, including BVRLA in the UK,
SIMI in Ireland and AEDIVE in Spain.
We seek to build mutually beneficial relationships
with all our partners and key supply chain partners,
enabling us to focus on every step in the full supply
chain and to operate efficiently. We have responsible
business and supplier policies and commit to
working in a transparent and consistent way.
We engage on a regular basis, including holding meetings to
review performance and improvement plans, and collaborate
where there are issues to improve delivery and customer service.
Key partners and suppliers have designated account managers;
dialogue increasingly includes reviews of sustainable
alternatives for products and adherence to our policies.
Delivering stakeholder value and positive impact
Delivering stakeholder value and positive
impact
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Investors
Community
Colleagues
We are committed to promoting investor
confidence and understanding, to enable
bothequity investors and lenders to make
informeddecisions.
We seek regular dialogue with market participants to
communicate our strategy and business objectives and
maintain regular dialogue with lending institutions. We maintain
regular dialogue with key lenders of the Group.
Engagement is supported by the award-winning corporate website.
Further details on our shareholder engagement can be found on
page 83 of the Corporate governance report.
We engage with the local communities in each
major location we have a presence, through our
involvement with local schools, business groups
and community organisations.
We aim to positively impact our communities by encouraging
our colleagues to volunteer locally, both individually and as part
of team activities.
We seek out and engage directly with community group leaders
and enterprises to determine how we can best support social
and environmental projects.
Activities include the loan of vehicles, volunteering and
fundraising activities.
With 7,600 people across three countries and over
180 locations, our colleagues are central to our
business performance and our ability to provide
customer service.
We are focused on attracting and retaining talent in competitive
markets and ensuring our colleagues fulfil their potential.
We promote a transparent, two-way communication
approach with our colleagues, through townhalls, internal
communications and in-person events such as the recent
leadership conference and other site visits.
We also engage in formal communications through the Voice
Network and the Have Your Say survey.
We are continually looking to develop our team members with
appropriate development opportunities.
Delivering stakeholder value and positive impact continued
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Delivering smarter on customer needs.
Through this:
We ensure our people and facilities are equipped with the right tools and skillsets to work in an
increasingly complex and connected mobility environment.
We shape imaginative mobility products which use the power of digital and connected technologies
to provide greater efficiencies and insights for customers.
Investment in our infrastructure ensures we are well placed to benefit from advances in technology
and the automotive energy transition.
Ensuring we:
Have customer service excellence at the heart of our integrated product and services offering.
Maintain a reputation for expert and reliable delivery of support to ensure customer mobility.
Seek continuous improvement across our network of modern and increasingly energy efficient
branch operations and vehicle fleets.
Achieved through:
Expanding relationships with our existing customers, built on trust, partnership and the shared benefits
of scale and the integrated mobility platform.
Extending our customer base and our operational footprint across our current regions through
differentiated products and services.
Being agile in exploring opportunities in complementary and new products and geographies.
Joined up, sustainable
mobility solutions.
A differentiated
and responsible
customer experience.
Broadening customers
and markets, and an
expanded product
offering.
Enable.
Deliver.
Grow.
Our strategy
Develop products, services and
operational capabilities which
embrace technologies to enable
increasingly connected smart mobility
within our customer proposition.
Across our broad service offering,
we are trusted to provide customer
service that exceeds expectations
and delivers industry leading
responsiveness and operational
efficiency.
Exploring opportunities to
responsibly grow the business
breadth, size and capabilities,
including into both complementary
and new products and geographies.
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Making a meaningful difference.
Social
Supporting our people and communities
Providing positive social impact by nurturing talent
from diverse backgrounds, investing in automotive skill
development, and supporting local communities.
ZIGUP’s purpose is to keep our customers moving smarter. As a leading integrated mobility
solutions provider, we make a meaningful impact by working across the full vehicle lifecycle, from
rental through to recovery and repair, supporting customers at moments that matter most.
Being a responsible organisation allows us to build trust with
our stakeholders and is important to our continuing prosperity.
The governance framework and ESG approach we have
established align with our purpose framework and the UN
Sustainable Development Goals. This framework empowers
our people to act responsibly, reduce environmental impact,
positively influence our surrounding communities, and uphold
high ethical standards.
Our leadership team promotes a culture that values
sustainability, underpinned by robust and effective
governance. Clear accountabilities, strong oversight, and
transparent decision-making ensure ESG considerations
are embedded into strategy, risk management, and
day-to-day operations, enabling the Board and executive
leadership to monitor progress, manage risks,
and continually improve performance.
Our key sustainability framework
This section forms part of a comprehensive sustainability
reporting framework outlining our approach to governing,
measuring, and reporting sustainability to our stakeholders:
• Sustainability governance
• Sustainability strategy
• Climate action
• Engagement and materiality
• Data and disclosures
Sustainability overview
Environment
Reducing environmental impact
Using our expertise to promote sustainable mobility,
extend vehicle lifespan, optimise efficiency, and mitigate
environmental risks.
Discover more Page 30 Discover more Page 26
Governance
Growing our business responsibly
Creating sustainable value for our stakeholders, operating
with integrity, transparency and responsible governance.
Discover more Page 25
Discover more www.ZIGUP.com/sustainability
Sustainability overview
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Progress Status Future actions
Growing our
business responsibly
The Customer First programme, which aims to enhance the customer experience, has led to
atwo-point increase in our NPS, now standing at 66.
• Launch the new Code of Conduct along
with e-learning material.
• Finalise the double materiality assessment
and conduct a disclosure gap analysis.
We have deployed an enterprise-wide risk management platform to strengthen governance,
insight and organisational resilience.
We conducted mock workplace fatality trials to enhance safety systems, decision-making,
andresponse to legal action, ensuring preparedness in the event of a real incident.
In the FTSE Women Leaders Review, ZIGUP was recognised for making the most progress over
five years in the FTSE 250, with 50% of the Board comprising women.
Supporting our
people and
communities
A 2% decrease in voluntary attrition in FY2026 demonstrates the increasing strength of our
colleague offering.
• Develop our diverse talent-attraction
approach through partnerships and
career events.
• Accelerate the development of identified
successors in our talent management
strategy.
We deployed a Group wide talent management framework to establish success profiles for
criticalsenior roles.
There has been a 31% increase in apprenticeship and internship numbers from our award-winning
programme over the last two years.
Participation in our people engagement survey remained strong in both UK and Ireland, and Spain,
with satisfaction rates reaching 74% and 79%, respectively.
In the UK&I, colleagues added £1.2m into their personal savings accounts during the year,
representing a 50% increase on FY2025. The scheme was also expanded to include Spain.
Northgate UK businesses increased technical training days by 40% from FY2025, with the FMGRS
facility being approved by City and Guilds for Vehicle Damage Assessor training.
Reducing
environmental
impact
We have reduced our Scope 1 and 2 emissions by 8% since FY2025 and launched e-learning
carbon literacy training, with 450 colleagues having completed the course.
• Implement an internal engagement
programme for our Transition Plan.
• Enhance the supplier code of conduct
to increase focus on decarbonisation
expectations.
• Advance on carbon reduction objectives for
EV service vehicles, alternative fuels, and
green gas.
We created a Transition Plan outlining how we'll meet our new science-based targets while
adapting our operations and strategy for a low-carbon economy.
99.9% of the electricity we use at our facilities comes from renewable sources, and the 16 solar
arrays installed across our Spanish branches generated 574MWh.
We are implementing the ARIES framework to assist our repair bodyshop in their carbon-reduction
efforts with a member of our ESG team joining the ARIES governance board.
Over the last three years we have seen a 49% increase in the purchase of green vehicle parts in
the UK from FY2024. Our Spanish operations recovered 20,500 car parts from vehicles, ready
forreuse in FY2026.
Sustainability progress
Progress key: Completed On track
Sustainability progress
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Sustainability progress continued
Governance and accountability.
Our approach
The ESG framework we have in place provides a
structured approach to managing risk, creating
long-term value, and meeting the growing
expectations of investors, customers, employees,
and regulators. This systematic approach fosters
accountability and transparency. Underpinning this
framework is a suite of policies and procedures that
set clear expectations for behaviour and decision
making, ensuring we continue to operate in line with
our values and purpose.
Leadership
The Board oversees ESG matters, with the CFO
accountable for executive oversight. The CFO, as
Chairman of the Sustainability Committee, serves
as a liaison between the Sustainability Committee
and the Board. Other key roles in managing ESG
issues include the Group Head of ESG, the Head of
Group Safety and Environment in the UK, and the
ESG Manager in Spain.
The Sustainability Committee convened four
times during the year. Its goal is to assess the
significant issues affecting our ability to generate
economic, environmental and social value. The
Sustainability Committee evaluates the steps to
address significant risks and opportunities, and
recommends alternative programmes to improve
social and environmental performance.
This year’s key outcomes of the Committee included
the following:
• Approved a Scope 3 footprint methodology change
• Evaluated the sustainability communication strategy
• Recommended new near term absolute carbon
reduction targets
• Evaluated the key people-related priorities for
FY2027
Key metrics
2 points
No.1
increase in Group NPS
position in the FTSE 250 for the progress
made in creating a diverse PLC board and
leadership teams
Commitments
• Ensure effective board
oversight of ESG
• Reinforce sustainable value
creation within our strategy
• Promote ethical and responsible
behaviour throughout ZIGUP
• Encourage a culture of continual
improvement of customer service
• Maintain accountability by
reporting on our ESG impacts
Hear how we provide a differentiated customer service in Spain, based on our nationwide network
of branches and service centres and with a differentiated in-house technical capability.
This year we have expanded the number of service points and now manage over 200,000 vehicle
repairs a year, with an increasing use of reconditioned parts. We also have grown our technical
training to help expand our overall capacity.
Northgate Spain prides itself on its technical expertise and proximity to customers, which
alongside our adaptability and responsiveness to their needs is why more and more Spanish
companies choose us to help keep them mobile.
Outstanding customer service, keeping customers
of the largest flexible rental fleet moving
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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Sustainability progress continued
Our people and culture.
Culture
Culture significantly impacts how decisions are
made and how our colleagues interact within
the organisation. This ensures that our strategic
priorities are not just stated but are actively reflected
in our day-to-day actions. This year, we focused
on helping our colleagues understand our strategy
and the direction our business is heading in. In
our annual survey, 78% of colleagues reported
feeling clearer and more confident about our future,
showing strong alignment between our strategy
andleadership.
For customers, colleagues and partners, culture
directly influences outcomes. Our strong, customer-
first culture supports consistent, high-quality
delivery, enhancing our trust and reputation.
A record high NPS of 66 across the business
demonstrates that we are getting this right.
Engagement remains high across the Group,
with colleague insight consistently highlighting
teamwork, positive relationships, and effective
line management as key cultural strengths. The
improvement we have seen in our voluntary attrition
levels, which have dropped by 8ppt over the last two
years, highlights the success of our people strategy.
Nurturing the right culture is key to fulfilling our purpose
of keeping our customers moving smarter.
Strategy
Leadership plays an important role in maintaining
the right culture, so we have continued to invest
in developing our leadership capabilities. Our
engagement data shows that culture is strongest
where leadership quality and line management
experience are most consistent.
Building a strong cultural foundation involves
identifying future talent and ensuring growth
opportunities. Successors for senior roles have
been identified, with development plans in place up
to the CEO level, ensuring continuity in leadership.
As part of this work, over 500 colleagues have been
assessed, with 180 leaders actively involved in
talent mapping.
Spain implemented a development programme
that trained all leaders in key leadership and
employee relations skills, fostering a consistent
management culture.
Recruitment and development
We actively recruit and support talent from diverse
communities, providing clear pathways for all
individuals to reach their full potential. A well-
rounded combination of technical and behavioural
training can enhance business growth, strengthen
our competitive advantage, and reinforce our
corevalues.
Over the last five years, we have invested
significantly in a Group wide learning and
development programme to empower our
colleagues to learn, innovate and provide
exceptional customer service. This year 178,000
training hours were delivered. In Spain, new
regional in-person onboarding programmes have
strengthened new hires' engagement.
Key metrics
2ppt
31%
decrease in voluntary attrition since FY2025
in apprentices over the last two years
Commitments
• Work towards the goal of no harm
or injuries
• Foster a mutually supportive
workplace
• Recruit and nurture talent from
diverse communities
• Generate positive social impact in
the community
• Invest in the development of an
early careers programme
• Invest in vehicle repair training
and technology
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Sustainability progress continued
Supporting our colleagues
The level of support we offer our colleagues is
key to their growth and happiness at work. We
take a holistic approach that includes learning
and development, rewards and benefits, financial
wellbeing, and overall wellness and flexibility. Only
by looking at these areas together can we best help
meet both professional and personal needs in a
balanced and empathetic way.
We want to help our people succeed every step
of the way. We are committed to supporting our
colleagues on their journey through structured
learning pathways, mentoring, and on-the-job
opportunities. All of this contributes to building
knowledge, skills, and confidence, ensuring our
people acquire the experiences necessary to
advance in their careers.
We routinely review rewards and benefits to
ensure fairness, transparency, and alignment
with long-term value. Growing engagement with
financial wellbeing tools provides further insight into
colleague confidence and financial resilience.
Early careers
We continue to strengthen our industry leading early
careers programme, expanding opportunities that
help build the skills our business and industry need
for the future. Over the past two years, we have
grown our UK apprenticeship programme by 31%,
increasing Group apprentice numbers from 403 in
FY2024 to 529 in FY2026. Across the Group, we
now offer more than 40 apprenticeship pathways,
ranging from entry-level to degree apprenticeships
and covering disciplines from technical operations
to finance and AI.
This year, we launched a new Vehicle Damage
Assessor apprenticeship to support efficient
vehicle repair and to nurture future talent. In Spain,
internship participation rose by 25%, bringing
the total to 250 interns and enhancing our early
careersprogramme.
Mentoring and skills
In FY2025, we enhanced our mentor development
programme and continued to build on this by
training an additional 78 mentors in FY2026,
bringing the total trained across the organisation
over the last three years to 360. We believe
that mentors enhance apprentices' skills and
confidence, contributing to a more engaged and
future-ready workforce.
In FY2025, we launched a new Technical Skills
Competition aligned with the IMI WorldSkills
framework. This year, our continued support for this
initiative saw two of our apprentices from FMGRS
and Northgate UK take home gold and silver awards
at the Institute of the Motor Industry WorldSkills UK
National Finals.
Mentoring in practice
An experienced technician supporting a
newly qualified colleague and an apprentice
through structured on the job learning,
helping translate formal training into real
world capability.
“ Having the right
support is key in a
workshop environment.
I have a confident and
knowledgeable mentor
whom I can rely on for help.”
Freddie Rine
Motor Vehicle Technician – Northgate Mobility
It is important that we continue to use insight
to shape the support levels we provide. We
use a range of information sources, including
colleague feedback mechanisms such as the
Have Your Say engagement survey. Additionally,
we have a direct channel for understanding
colleagues' sentiments through our Voice
network, which comprises representatives from
across the business who regularly convene
throughout the year.
We continued to strengthen support for
financialwellbeing through access to the
Streamplatform. In the UK and Ireland
colleagues added £1.2m into their personal
savings accounts during the year, representing
a 50% increase on last year. In its first year
of implementation, Spain has enabled over
2,500 salary advance transactions, allowing
employees earlier access to their earnings.
“ It has been wonderful to
see colleagues increasingly
using Stream, a platform that
helps our colleagues access
fair financial services and
flexible pay.”
Emma Ayton
Group HR Director
For further details see website at
www.ZIGUP.com/media
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Technical pathways and training
To support talent retention and development,
Spain launched a new career plan providing a
clear pathway for progression in workshop and
bodyshop roles, with the first stage of this being the
assessment of team capabilities.
11,000 hours of technical training on vehicle repair
and maintenance were conducted in the UK this
year. Northgate UK has begun developing an in-
house Master Technician programme to ensure we
have the essential technical skills and to future-
proof our workforce. The first phase of this initiative,
expected to be completed by FY2027, involves
obtaining assessor status for our internal trainers,
enabling them to conduct the Accredited Master
Technician course.
We made further investments in technical training
programmes and facilities to ensure we continue
delivering high-quality training that keeps our
technicians' skills aligned with evolving vehicle
technologies. In addition, we enhanced our industry
accreditation with the Northgate rental businesses,
achieving international accreditation from the
Institute of the Motor Industry. Furthermore,
FMG RS became the first UK-approved City & Guilds
training centre for Vehicle Damage Assessors.
In Spain, the paint teams have strengthened
their technical skills through enhanced training
programs in collaboration with 3M, ensuring
consistent quality standards.
Colleague inclusion and engagement
We aim to engage our workforce, empowering them
to shape a more positive working environment and
enhance the overall employment experience. This
year 77% of colleagues took part in our engagement
survey, generating almost 20,500 comments and
an overall engagement score of 74%, reflecting
strong pride, commitment and openness across
the organisation.
We remain committed to creating an inclusive
culture where colleagues feel respected, valued
and able to belong. During the year, we began a
transition from a Diversity, Equity and Inclusion
(DE&I) strategy to an Inclusion strategy, reflecting
a clearer focus on everyday behaviours, lived
experience and creating an environment where
everyone can contribute and thrive.
Whilst 86% of colleagues feel accepted for
who they are at work, inclusion must be felt by
everyone, not just most people. Therefore, we are
continuing to make important changes to further
drive an inclusive culture. We have updated our
recruitment training to reduce bias and ensure
consistency in hiring decisions. We have revised
our messaging to potential colleagues to clearly
convey our commitment to inclusion in recruitment
communications. Additionally, we have enhanced our
outreach by participating in targeted career events to
expand access for underrepresented talent.
Delivery of the inclusion strategy is supported
by a Group Inclusion Squad, bringing together
representatives from each business and key
group functions. This structure supports shared
accountability, ensures alignment to common
priorities, and enables locally relevant actions that
reflect different operating environments.
Workforce composition
2026
Group workforce Male Female Total
UK and Ireland 4,005 2,089 6,094
Spain 982 493 1,475
Total 4,987 2,582 7,569
Senior management
Directors 4 4 8
Senior managers 3 2 5
2025
Group workforce Male Female Total
UK and Ireland 4,277 2,151 6,428
Spain 940 457 1,397
Total 5,217 2,608 7,825
Senior management
Directors 4 3 7
Senior managers 4 2 6
Information as at 30 April 2026. Senior managers comprise members of the Executive Committee excluding
Executive Directors.
Sustainability progress continued
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Talent and succession
We advanced our talent and succession planning
approach, developing a more structured,
organisation-wide framework. A unified talent
andsuccession platform is now established
across the Group.
This provides improved visibility into leadership
capability, performance, potential, retention risk,
and successor readiness.
Progress has also been made on diversity within
leadership pipelines. Female representation in
successor pools for senior leadership roles is
currently 26%. At the Board level, our progress was
recognised in the FTSE Women Leaders Review
2025, with female representation increasing from
14% to 50% over the past five years.
Health and safety
We continued to carry out targeted management
training and leadership engagement on health and
safety matters. Our AFR increased marginally to
1.8 (2025: 1.7). We held three immersive health
and safety mock trial events in which leaders faced
realistic scenarios. This experience helped them
understand the consequences of their decisions
and enhanced their skills to ensure the safety of
our people.
Wellbeing
We continued to enhance awareness of our benefits
offering by printing and distributing benefit booklets
across all branch locations. This initiative contributed
to a 5% increase in usage of the Benefits Hub.
Holiday Flex was launched, allowing colleagues to
buy or sell up to five days of annual leave.
We enhanced our pension offering by moving to
a Master Trust, giving colleagues access to real-
time pension visibility, financial wellbeing tools
and exclusive discounts. Pensionable pay was
standardised, and banded earnings were removed,
so employer contributions apply to the full basic
salary, supported by an approved salary sacrifice
scheme allowing tax efficient contributions.
Over the last three years, we have introduced a
range of services and support to promote greater
financial inclusion, including free shares, financial
education sessions, and tools to help individuals
plan and budget more effectively. This included
Stream, a platform to improve workers’ financial
wellbeing by giving them access to fair financial
services based on flexible pay.
Spain expanded flexible working options to better
respond to individual needs, supporting a healthier
work–life balance.
Community
We published a community impact and social value
policy that outlines how we encourage and support
our colleagues in creating a positive social impact in
communities. This policy, along with a Volunteering
policy, offers clear guidance on how colleagues
can engage in volunteering activities that align with
our values and business priorities while making a
meaningful difference.
Mental health
FMGive
To enhance resilience and promote physical
wellbeing, an ambassador from Andy's Man
Club, a mental health charity dedicated to
suicide prevention, conducted both in-person
and virtual sessions throughout the UK.
Additionally, we increased our investment in
mental health support by expanding the number
of Mental Health First Aiders, improving access
to trained support across our locations.
Our FMG business has significantly
strengthened its commitment to the local
community in Yorkshire through its FMGive
program. Employees contributed a total of
145 volunteering days and raised £22,000 for
local hospices. They supported the community
through various initiatives, including food
drives, Christmas toy donations, and hands-on
activities such as gardening and repairs for a
local animal charity.
Sustainability progress continued
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Sustainability progress continued
Environmental sustainability.
Using our expertise to promote sustainable mobility and minimise
environmental impact.
Impact reduction
We are continually improving our management
systems to reduce environmental impact, minimise
water consumption, and enhance energy efficiency.
Our Scope 1 and 2 emissions have been reduced
by 8% this year, and by 25% since FY2024 (our
carbon footprint baseline). This reduction mainly
relates to our management of vehicle movements.
Operational improvements have reduced emissions
from vehicle logistics, whilst new systems and
processes have produced more accurate vehicle
data to calculate our emissions.
Circular economy
We continue to embed circular economy principles
into our procurement strategy and operations to
minimise waste. We produced 6,600 tonnes of dry
waste in the UK and Spain, with 100% of this waste
diverted from landfill in the UK and 94% in Spain.
Over the last three years we have seen a 49%
increase in the purchase of green vehicle parts
in the UK since FY2024. Our Spanish operations
recovered approximately 20,500 vehicle parts to
bereused, valued at £4m.
Transition Plan
We have produced a transition plan that details
our journey towards net zero including our value
proposition, market context, near term science-based
targets, and commitment to creating sustainable,
long-term value in a low-carbon economy.
We are investing in our people, capabilities and
partnerships, focusing on decarbonising the areas
we can directly control, and working constructively
with policymakers and industry bodies to remove
barriers to progress. Through this pragmatic and
collaborative approach, we believe we can deliver
sustainable growth while supporting our customers
on their own journeys to net zero.
Commitments
• To achieve our Scope 1, 2 and 3
science-based targets by 2035
• Embed circular economy principles
in our operations
• Environmental impact reductions
achieved across our sites
• Work with key suppliers to set
sustainability targets
• Enabling a just transition towards
low-carbon mobility
Key metrics
8%
49%
reduction in Scope 1 and 2 emissions
since FY2025
increase on green parts spend
since FY2024
Science-based
carbontargets
Emission reductions by 2035
We are committed to setting near term science-
based targets to 2035. This will include Scope
1 and 2 targets in excess of a 40% reduction
from FY2024 to 2035, and a Scope 3 target
focused on the transition of our client vehicle
fleetwhichcovers approximately 70% of our
Scope 3 emissions.
Our targets have been submitted to SBTi for
validation and will be published shortly in our
Transition Plan.
By linking our ambitions against these science-
based targets, we are embedding climate
responsibility into the Group's long-term
strategy and governance.
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Vehicle accident repair.
ZIGUP manages vehicle accident repairs through our FMG RS
business, with repair centre locations across the UK and mobile
solutions, complemented by a network of external repair centres.
Sustainability is crucial for long-term viability
in the repair sector. It is increasingly important for
vehicle accident repairers to reduce their carbon
emissions and pursue more sustainable outcomes,
both commercially and strategically. Insurers are
facing growing pressure to decarbonise their value
chains and reduce Scope 3 emissions.
Sustainability progress continued
Our approach focuses on restoring existing vehicle
components to minimise costs, reduce waste, and lower
lifecycle carbon emissions. We are implementing the ARIES
framework to support our carbon reduction objectives.
Sustainable vehicle repair
“ In everything we do now in training sessions,
in performance reviews, we're bringing people on
the journey. It's important that the environmental
approach to repairing vehicles is as important as
the technical aspects.”
Paul Wrigglesworth
FMG RS Managing Director
Additionally, energy-intensive processes, rising
material costs, and waste disposal create direct
financial incentives for operating more efficiently.
As a result, sustainability is no longer a peripheral
concern; it is becoming central to competitiveness,
contract retention and long-term business viability
within the repair sector.
Find out more on our website www.ZIGUP.com/spotlight/whywewin
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Key performance indicators
Risk key
1. The world we live in
2. Our markets and customers
3. Fleet availability
4. Our people
5. Regulatory environment
6. Technology and digitalisation
7. Recovery of contract assets
8. Access to capital
Our core financial KPIs
Our core financial KPIs measure progress of our strategic priorities
in delivering profitability, revenue and returns.
Remuneration
Our financial metrics form the majority of the elements within Executive Director and leadership team performance compensation: 75% of annual bonus is based on PBT
targets and 25% from non-financial objectives, including both operational and environmental elements whose outcomes are seen within our non-financial KPIs.The VCP
plan vesting in FY2028 is based on share price growth (plus dividends paid) over a three year performance period which is closely linked to shareholder returns reflecting
performance across all KPIs.
Growth
Revenue (excluding vehicle sales)
£1,636.3m
+5.2%
How we calculate it
Underlying revenue includes hire of vehicles, and Claims &
Services revenue, but does not include sale of vehicles at end
of rental life.
Why it matters
Underlying revenue measures levels of the Group’s activity
across internal organic growth and acquisitions, and excludes
the distorting effect of revenues from vehicle disposals, which
can vary depending on timing of fleet replacement.
How we performed
Underlying revenue growth was driven by the rental
businesses, with increased VOH and hire rates in Spain,
alongside hire rate increases in UK&I Rental. Claims
& Services revenue increased, through claim volumes
supportedby new contract wins and strong rates, offsetting
lower repair volumes.
Risks
1, 2, 3, 4, 6, 7, 8
Profit
Underlying profit before tax
£160.1m
-4.1%
How we calculate it
Underlying PBT is stated excluding exceptional items and
other recurring amounts including amortisation of acquired
intangibles and certain adjustments to depreciation.
Why it matters
Underlying PBT is our key measure of profitability and
performance and identifies the success in delivering
business growth, efficiencies and operating margins.
How we performed
EBIT excluding disposal profits grew by 9.7%, driven by
strong rental performances as well as an increase in Claims &
Services profits. An expected reduction in disposal profits, due
to lower volumes and lower PPUs in the UK&I, as well as an
increase in finance costs due to a continued investment in fleet
resulted in 4.1% reduction in PBT.
Risks
1, 2, 3, 7
Returns
Underlying earnings per share
53.1p
-9.2%
How we calculate it
Underlying EPS is calculated as underlying profit after tax,
divided by the weighted average number of ordinary shares,
excluding shares held in treasury and employee trusts.
Why it matters
Underlying EPS is a key measure of value creation
and helps the Board consider how to allocate capital,
including returns to shareholders.
How we performed
The reduction in the year is driven by lower profit before tax
mainly attributable to disposal profits and a higher effective tax
rate in the year, with the prior year tax charge benefitting from
certain one-off tax reliefs.
Risks
1, 2, 3, 7
Capital allocation
ROCE
11.2%
-1.4ppt
How we calculate it
ROCE is calculated as underlying EBIT divided by average
capital employed.
Why it matters
In a capital-intensive business ROCE measures how efficiently
the Group allocates capital.
How we performed
The decrease in ROCE is mainly driven by reductions in
disposal profits. Fleet growth also impacts ROCE due to
the upfront capital investment. This was partially offset by
growth in Claims & Services which is a less capital-intensive
business. The Group remains focused on maintaining strong
cost control and a disciplined capital allocation approach.
Risks
1, 2, 3, 7
2024 14.5%
2025 12.6%
2026 11.2%
2024 61.4p
2025 58.4p
2026 53.1p2026 £160.1m
Discover more Page 94
We use our KPIs to assess and monitor the performance of the Group
and to measure progress against how we execute our strategy.
2025 £1,555.0m
2026 £1,636.3m
2024 £1,520.6m
2025 £166.9m
2024 £180.7m
Key performance indicators
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Key performance indicators continued
Risk key
1. The world we live in
2. Our markets and customers
3. Fleet availability
4. Our people
5. Regulatory environment
6. Technology and digitalisation
7. Recovery of contract assets
8. Access to capital
Non‑financial KPIs
Our non-financial KPIs consider both operational performance
and how we create sustainable value:
Strategy
Our strategic priorities are centred around operational efficiency, business growth and expansion into new areas and technologies; we have quantifiable metrics against these, both in
terms of financial performance and returns, and non-financial KPIs which underpin different aspects of our strategic progress – these form part of regular Executive and Board reviews.
1 The customer experience rating is a weighted average scoring of a number of different satisfaction scores such as Trustpilot and Google reviews and has a maximum scoring of 5.
2 The NPS score represents a weighted average across the Group.
3 A prior year comparator has not been stated due to a revision in calculation methodology.
Operational
Fleet size
(’000)
139.4
+5.9%
Utilisation
91%
0ppt
How we calculate it
The growth in our fleet across both rental and Claims & Services
segments; while utilisation looks at the average percentage of the
Group’s rental fleets on hire in the year.
Why it matters
Fleet growth is a key indicator of achieving growth, while rental
utilisation reflects operational and asset efficiency.
How we performed
The fleet size increased in the year as investment was made
to grow, particularly in Spain where demand was strong. The
Group continually monitors its fleet composition dependant
on the needs of the business and our customers. Utilisation is
considered to be at an optimal level and has been maintained
in the year.
Risks
1, 2, 3
Customer
Customer
experience rating
1
4.4
-0.2 points
NPS
2
66
+2 points
How we calculate it
We review a range of customer feedback channels, including
Trustpilot and other surveys, to provide an aggregated picture
of how customers perceive our service provision.
Why it matters
High levels of customer service are crucial to ensuring
customer and contract retention, and feedback helps us
identify areas where we can improve.
How we performed
Our continued focus on improving customer service led to an
industry leading NPS of 66, a two-point increase on last year.
A consistently strong customer experience rating has dropped
slightly from 4.6 last year but remains above our peers.
Risks
2, 3, 4, 6
People
Colleague
engagement
74%
-1ppt
Voluntary
attrition
16%
-2ppt
How we calculate it
How our people perceive the support, recognition, and rewards
they receive for their efforts, and in turn, the impact this has on
their desire to remain with ZIGUP and build a rewarding career.
Why it matters
If we engage well with our people and they feel valued, they are
more likely to remain with us, which has wide-ranging benefits
for skills, retention and customer service.
How we performed
Our key people engagement metric remained relatively
consistent with FY2025. A 2% decrease in attrition
demonstrates the continued strength of our colleague offering.
Risks
4, 5
Environment
Intensity ratio
(tCO
2
e/£m revenue)
11
-14%
Hire fleet efficiency
(gCO
2
/km)
3
163
N/A
How we calculate it
The emission intensity of our operations relative to revenue
(excluding vehicle sales) and the average carbon emissions
per km of our rental fleet.
Why it matters
Intensity ratios show greenhouse gas emissions relative to
specific business metrics, and allow us to understand our
carbon efficiency relative to business growth.
How we performed
The intensity ratio has decreased for the fourth year running,
due to ongoing carbon footprint reductions whilst revenue
increases. We have updated our methodology for hire fleet
efficiency to use manufacturers' emissions performance data
rather than DESNZ emission factors. Going forward this will
provide a better measure of the carbon efficiency of our fleet.
Risks
1, 2, 3
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Financial review
Sustainable
value creation.
Group revenue and EBIT
Year ended 30 April
2026
£m
2025
£m
Change
£m
Change
%
Revenue – vehicle hire 749.9 682.9 67.0 9.8%
Revenue – vehicle sales 222.6 25 7.6 (35.0) (13.6%)
Revenue – claims and services 886.4 872.2 14.3 1.6%
Total revenue 1,858.9 1,812.6 46.3 2.6%
Rental profit 133.4 119.7 13.7 11.4%
Disposal profit 36.5 52.5 (16.0) (30.4%)
Claims and services profit 41.0 38.3 2.7 7.0%
Corporate costs (10.4) (8.5) (1.9) (21.8%)
Underlying EBIT 200.5 202.0 (1.5) (0.7%)
Underlying EBIT margin
1
12.3% 13.0% (0.7ppt)
Underlying EBIT excluding disposal profits 164.0 149.5 14.5 9.7%
Statutory EBIT 142.4 136.5 5.9 4.3%
1 Calculated as underlying EBIT divided by revenue (excluding vehicle sales).
Revenue
Total revenue of £1,858.9m (2025: £1,812.6) was 2.6% higher than prior year while revenue excluding
vehicle sales of £1,636.3m (2025: £1,555.0m) was 5.2% higher than the prior year.
Hire revenues increased 9.8% due to strong VOH growth in Spain coupled with careful pricing actions across
the Group. Claims and services revenue growth of 1.6% reflected new contract wins, offsetting reduced
volumes in network repairs.
Vehicle sales revenue decreased by 13.6% with 5,300 fewer vehicles sold in the year, partially offset by price
increases as average age of disposal reduced by 1.6 years across the year.
EBIT
Statutory EBIT increased by £5.9m, with underlying EBIT of £200.5m reducing by £1.5m compared to the prior
year; with a £14.5m increase in EBIT excluding disposal profits being offset by a £16.0m reduction in disposal
profits. Statutory EBIT included a £13.9m charge for adjustments to depreciation rates (2025: £26.5m),
amortisation of acquired intangible assets of £17.3m (2025: £18.3m) and other exceptional items of £26.8m
(2025: £20.6m).
Rental profit increased £13.7m to £133.4m (2025: £119.7m) with a £4.5m increase in UK&I Rental and a £9.2m
increase in Spain.
Disposal profits for the year of £36.5m were 30.4% lower than the prior year due to a reduction in sales volume,
with 29,200 vehicles sold (2025: 34,500), coupled with residual values normalising in the UK and Spain.
Claims and services profit increased £2.7m to £41.0m (2025: £38.3m), supported by new contract wins and
reflecting increased hire volumes alongside stable hire durations, while carefully managing our cost base and
improving margins.
We delivered another year of strong
performance through disciplined
execution, creating a solid foundation for
sustainable growth in the years ahead.
Rachel Coulson
Chief Financial Officer
Financial review
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Financial review continued
UK&I Rental
Year ended 30 April
Underlying financial results
2026
£m
2025
£m
Change
%
Revenue – vehicle hire
2
412.7 392.1 5.2%
Revenue – vehicle sales 129.2 180.5 (28.4%)
Total revenue 541.9 572.6 (5.4%)
Rental profit 66.2 61.7 7. 3%
Rental margin % 16.0% 15.7% 0.3ppt
Disposal profit 12.0 28.7 (58.0%)
Underlying EBIT 78.2 90.4 (13.4%)
EBIT margin %
3
19.0% 23.1% (4.1ppt)
ROCE % 9.4% 12.5% (3.1ppt)
KPIs (‘000) (‘000) %
Average VOH 43.3 43.9 (1.5%)
Closing VOH 44.5 43.1 3.3%
Average utilisation % 91% 91% –
2 Including intersegment revenue of £11.4m (2025: £9.3m).
3 Calculated as underlying EBIT divided by revenue (excluding vehicle sales).
Rental revenue increased by 5.2% on the prior year, with underlying strong demand and increased
average revenue per vehicle. Having refocused our activities within the lower margin broker channel in
the first half, we added vehicles across the fleet later in the year and finished with a fleet 2,000 vehicles
higher than the end of the prior year, up 4.3% on the first half.
Together with delivering on the large fleet orders identified in H1, we have seen strong order flow
from a broad range of existing customers. Demand for additional services such as EV consulting,
fleet management and telematics remains strong, with income up 14.8% and profit growth higher.
The business has also been increasingly able to focus on developing attractive and high margin
opportunities, including our specialist vehicles proposition.
Our customer proposition is clearly differentiated through our level of service and breadth of product,
together with nationwide scale. This underpins our One Road initiative, making rental across our
brands simpler and encouraging greater cross-sell. Customer satisfaction remained high with industry
leading NPS scores, alongside 96% of Trustpilot reviews being 5-star, and an 'excellent' rating
throughout the year for our rental businesses.
Rental profits rose 7.3% and rental margins reflected strong performance in every rental business,
especially in higher margin channels, cost control across the underlying rental businesses and high
utilisation levels. The average fleet age of 25.0 months is now well within our operating range, enabling
fleet recycling activities to normalise. The primary driver for lower EBIT margin and ROCE was disposal
profits 58% lower at £12m as guided, reflecting 5,600 lower volumes and moderating PPUs, but sold
through our owned disposal channels into a receptive and stable used market.
Our specialist vehicle capabilities in traffic management and refrigerated vehicles have been enhanced
through the broadening of the vehicle range, together with an expanding national network, now with
a presence within five existing Northgate branches. Two replacement rental branch locations were
opened in the year, upgrading our facilities in key locations.
The decision was made to close ChargedEV, our charging installation business, reflecting continued
poor market volumes and margins, leading to unsustainable operations. Significant work has been
undertaken on the UK&I simplification, with supplier consolidation a key focus alongside greater
alignment across the operational brands.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Financial review continued
Spain Rental
Year ended 30 April
Underlying financial results
2026
£m
2025
£m
Change
%
Revenue – vehicle hire 348.6 300.1 16.2%
Revenue – vehicle sales 84.8 75.6 12.1%
Total revenue 433.4 375.7 15.4%
Rental profit 67. 2 58.0 15.7%
Rental margin % 19.3% 19.3% –
Disposal profit 24.5 23.7 3.1%
Underlying EBIT 91.6 81.8 12.1%
EBIT margin %
4
26.3% 27.3% (1.0ppt)
ROCE % 11.6% 12.3% (0.7ppt)
KPIs (‘000) (‘000) %
Average VOH 66.8 61.0 9.5%
Closing VOH 70.0 63.9 9.5%
Average utilisation % 91% 91% –
4 Calculated as underlying EBIT divided by total revenue (excluding vehicle sales).
Spain has delivered excellent rental revenue growth of 16.2% and VOH growth of 9.5%. This reflects
strong structural demand for our premium offering and the strength of our market position, with the
closing rental fleet at 78,000 and significantly ahead of the nearest flexible rental competitor.
New contract growth has been strong, including deliveries starting in January for the main provider of
railway infrastructure maintenance. With incremental fleet orders already made within this contract,
it reached 700 vehicles on rent by year end. These are managed out of 25 locations, reflecting the
benefits of having a nationwide service and maintenance presence.
Rental profit growth of 15.7% was helped by VOH growth and ancillary services up by 17% (principally
telematics), combined with strong cost control both in repairs and overheads. Rental
margin at 19.3% was stable on the prior period reflecting both strong operating leverage and the
focus on efficiency, offsetting higher depreciation costs of a younger and growing fleet.
Direct headcount expanded to support fleet and branch growth, while indirect headcount growth was
kept to a minimum. Technology investment included a new digital customer portal and e-invoicing
platforms and the new CRM is now fully operational. At the same time, employee engagement remains
strong, reflecting both growing training activities and internal promotions.
Disposal profits rose 3.1% on stable volumes, helped by continued strength in the used market for
higher value vehicles, together with the enhanced features within our new e-auction site. Since the end
of FY2025, average fleet age fell 0.8 months to 26.6 months, principally through growth of new vehicles
and carefully managed defleets.
The business has continued to invest in growing its service infrastructure capacity, with two new service
centres opened, enhancing customer service, while also lowering operational costs. The new Madrid
delivery hub has been a notable success with a second hub opened in Valencia and a third planned for
Barcelona in H1 FY2027.
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Financial review continued
Claims & Services
Year ended 30 April
Underlying financial results
2026
£m
2025
£m
Change
%
Revenue – claims and services
5
898.1 882.4 1.8%
Revenue – vehicle sales
6
37.1 50.6 (26.8%)
Total revenue 935.2 933.0 0.2%
Gross profit 1 67.6 160.2 4.6%
Gross margin %
7
18.7% 18.2% 0.5ppt
Operating profit 40.4 38.1 5.8%
Income from associates 0.6 0.2 264.7%
Underlying EBIT 41.0 38.3 7. 0%
EBIT margin %
7
4.6% 4.3% 0.3ppt
ROCE % 24.2% 17.6% 6.6ppt
5 Including intersegment revenue of £11.7m (2025: £10.2m).
6 Including intersegment revenue of £28.5m (2025: £49.1m).
7 Gross profit margin calculated as underlying gross profit divided by total revenue (excluding vehicle sales).
EBIT margin calculated as underlying EBIT divided by total revenue (excluding vehicle sales).
Claims and services revenue rose £15.7m, through increased hire volumes including from new contract
wins, alongside modest pricing actions and parts inflation. These offset industry-wide softness in repair
claim frequency particularly for personal lines, and total loss trends. Operational metrics remained
robust, including improved cycle times and stable conversion. Our FMG RS repair business continues
to scale effectively, increasing volumes through expanded capacity, mobile capability and efficiency
gains. Vehicle sales declined by £13.5m on lower disposal volumes, but with stable residual values.
Notable contract renewals included our integrated offering for Tesco Insurance and the 10-year renewal
of the National Highways contract for statutory recovery across the UK’s strategic road network,
together with a number of police authority contracts. Howden Insurance went live in October with their
Consumer & Local Commercial division. We also introduced self-serve portals for two key partners,
reducing the cost to serve on high-volume accounts.
The scale of our capabilities gives us the operational platform to be able to pursue emerging
opportunities, which include recovery and repair and replacement vehicle services for third-party
intervention solutions. These included broadening our services solution with major partners such as
Direct Line, and support for an increasing number of OEMs.
Overall, EBIT grew 7.0% over the prior year, with second-half EBIT margin at 4.9% reflecting both
resilience and improved quality of earnings. We maintained our internal repair volumes, helped by
our vertical integration and end-to-end management of the repair process, ensuring high bodyshop
throughput and resulting productivity. Supply chain consolidation, including for parts, paint and glass,
is progressing well and will bring financial and operational benefits in future periods.
Targeted investment included the upgrading of the Cardiff bodyshop and a new vehicle recovery
operations centre. We have expanded our mobile repair fleet providing greater capacity and flexibility,
with 38 mobile repair vans in service by year end. Investment in plastic welding and structural
aluminium specialist centres also enhanced our in-house technical capabilities. These investments
deliver a lower total repair cost and faster key-to-key performance, key metrics for insurance partners.
Following the strategic decision made in the prior year to exit the personal injury (PI) market, there
has been significant focus within our loss-making legal services business, NewLaw, to manage its
overheads and claims book, which included the disposal of a number of its activities in the year. Since
year end, we have signed an agreement with a third-party specialist to provide outsourced management
for the remaining PI claims book, with a consequential reassessment of impairment and expected
recovery of costs.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Financial review continued
These depreciation rate changes impact the statutory income statement as follows:
£m FY2023 FY2024 FY2025 FY2026 FY2027 Total
Reduced depreciation 55.1 38.3 11.0 1.6 0.9 106.9
Reduced disposal profits (8.5) (38.3) (37. 5) (15.5) (7.1) (106.9)
Impact on statutory EBIT 46.6 – (26.5) (13.9) (6.2) –
The impact of the changing depreciation rates on this component of the fleet has rephased statutory EBIT
over a five-year period as outlined above, with no impact on underlying results and no impact on cash.
No further depreciation rate changes have been made on the existing fleet. Depreciation rates on vehicles
purchased in FY2027 will be set based on management’s best estimates of future residual values when those
vehicles are sold, with holding periods ranging from 12 to 60 months.
Interest
Net underlying finance costs increased to £40.4m (2025: £35.1m) due to higher average debt compared
to the prior year. 77% of borrowings are held as fixed-rate debt, providing a higher degree of certainty over
finance costs to the Group.
Taxation
The Group’s underlying tax charge was £40.2m (2025: £35.8m) and the underlying effective tax rate was
25.1% (2025: 21.5%) with some one-off adjustments to the tax charge in the prior year. The statutory
effective tax rate was 25.3% (2025: 21.3%) reflecting the impact of exceptional costs.
Earnings per share
Underlying EPS of 53.1p was 5.3p lower than prior year, reflecting a decrease in adjusted earnings after tax
in the year. Statutory EPS of 33.7p was 1.9p lower, reflecting the movement in underlying EPS, exceptional
items and depreciation rates adjustments which are not included within the underlying results.
Group balance sheet
Net assets at 30 April 2026 were £1,090.7m (2025: £1,063.2m), equivalent to net assets per share of 481p
(2025: 473p). Net tangible assets at 30 April 2026 were £901.5m (2025: £856.9m), equivalent to a net
tangible asset value of 398p per share (2025: 381p per share).
These calculations are based on the number of shares in issue at 30 April 2026 of 236,091,423 (2025:
246,091,423) less treasury and own shares of 9,453,977 (2025: 21,353,976).
Gearing at 30 April 2026 was 110.8% (2025: 97.6%) and ROCE was 11.2% (2025: 12.6%). The change in
ROCE reflects the normalisation of disposal profits and increased fleet investment to support future profit
growth. These investments will generate future attractive returns alongside a continued focus on disciplined
capital allocation and sustaining returns above our cost of capital.
Group PBT and EPS
Year ended 30 April
2026
£m
2025
£m
Change
£m
Change
%
Underlying EBIT 200.5 202.0 (1.5) (0.7%)
Net finance costs (40.4) (35.1) (5.3) (15.2%)
Underlying profit before taxation 160.1 166.9 (6.8) (4.1%)
Statutory profit before taxation 102.0 101.5 0.5 0.5%
Underlying effective tax rate 25.1% 21.5% – 3.6ppt
Underlying EPS 53.1p 58.4p (5.3p) (9.2%)
Statutory EPS 33.7p 35.6p (1.9p) (5.3%)
Profit before taxation
Underlying PBT was 4.1% lower than prior year, reflecting the lower EBIT, mainly driven by lower disposal
profits and an increase in net finance costs due to higher average debt. Statutory PBT was 0.5% higher
than the prior year, including £26.8m (2025: £20.6m) exceptional administrative expenses, amortisation
of acquired intangibles of £17.3m (2025: £18.3m) and £13.9m (2025: £26.5m) relating to adjustments to
depreciation rates on certain fleet.
Exceptional items
Exceptional costs of £26.8m recognised in the year comprise £3.4m following the decision to close our
ChargedEV business, £22.3m relating to exiting NewLaw personal injury claims, and £1.2m restructuring
costs relating to our programme to simplify our UK&I businesses. Further details of exceptional items can be
found in Note 27 of the financial statements.
Amortisation of acquired intangibles and depreciation rate changes
Amortisation of acquired intangibles and adjustments to underlying depreciation charges are not exceptional
items as they are recurring. However, these items are excluded from underlying results in order to provide a
better comparison of performance of the Group. The total amortisation of acquired intangibles in the year was
£17.3m (2025: £18.3m).
Depreciation rate adjustments of £13.9m (2025: £26.5m) on vehicles purchased before FY2021 have been
excluded from underlying results.
Residual values increased significantly in the period from 2020 to 2023 due to the disruption of new vehicle
supply supporting used vehicle values, and have started to normalise since then. As previously disclosed, a
decision was made to reduce depreciation rates from 1 May 2022 on certain vehicles remaining on the fleet
which were purchased before FY2021.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Group cash generation
Year ended 30 April
2026
£m
2025
£m
Change
£m
Underlying EBIT 200.5 202.0 (1.5)
Underlying depreciation and amortisation 302.1 262.5 39.6
Underlying EBITDA 502.6 464.5 38.1
Net replacement capex
8
(355.2) (388.3) 33.1
Lease principal payments
9
(51.7) (59.5) 7.8
Steady state cash generation 95.7 16.7 79.0
Exceptional cash costs (1.3) (3.8) 2.5
Working capital and non-cash items 19.3 49.0 (29.7)
Growth capex
8
(132.4) (65.1) (6 7.3)
Taxation (19.9) (18.3) (1.6)
Net operating cash (38.6) (21.5) (17.1)
Distributions from associates 0.6 0.5 0.1
Interest and other financing cash flows (36.7) (3 7.1) 0.4
Free cash flow (74.7) (58.1) (16.6)
Dividends paid (59.5) (59.0) (0.5)
Payments to acquire treasury shares – (5.3) 5.3
Add back: Lease principal payments
10
51.7 59.5 ( 7.8)
Net cash consumed (82.5) (62.9) (19.6)
8 Net replacement capex is total capex less growth capex. Growth capex represents the cash consumed in order to grow the fleet
or the cash that is generated if the fleet size is reduced in periods of contraction.
9 Lease principal payments are included so that steady state cash generation includes all maintenance capex irrespective of
funding method.
10 Lease principal payments are added back to reflect the movement on net debt.
Steady state cash generation
Steady state cash generation reached inflexion and increased to £95.7m compared to prior year (2025:
£16.7m), with strong underlying EBITDA and a reduction in net replacement capex as we progressed through
our fleet replacement programme allowing us to focus on fleet growth.
Net capital expenditure
Net capital expenditure increased by £34.2m at £487.6m due to a £33.1m decrease in net replacement capex
and a £67.3m increase in growth capex.
Net replacement capex was £355.2m, which was £33.1m lower than in the prior year as we progressed
through our fleet replacement programme and focus turned to growth. Net replacement capex was £41.2m
lower in UK&I Rental and £1.3m lower in Claims & Services which was partially offset by an increase of £9.6m
in Spain.
Growth capex of £132.4m (2025: £65.1m) with £27.5m in UK&I Rental, £91.0m in Spain and £13.9m in
Claims & Services, supporting fleet growth as UK&I Rental fleet increased following contraction in FY2025,
and Spain continues to satisfy demand.
Lease principal payments of £51.7m (2025: £59.5m) decreased by £7.8m driven by reductions in both
contract hire and hire purchase agreements in the Claims & Services business.
Working capital
Working capital inflow of £19.3m includes £5.4m of non-cash items. A reduction in aged rental debt, and
claims collections improving due to insurers moving into protocol resulted in an £5.8m inflow, with a further
£8.7m inflow mainly due to phasing of payments.
Free cash flow
Free cash flow decreased by £16.6m to an outflow of £74.7m (2025: £58.1m outflow).
Free cash flow is stated after taking account of investments that have been made in the year which will return
future cash flow at a sustainable rate of return, ahead of our cost of capital. This includes investment in net
replacement capex of £355.2m, capex lease payments of £51.7m and growth capex of £132.4m.
Net cash consumed
Net cash consumed of £82.5m (2025: £62.9m consumed) includes £59.5m of dividends paid (2025: £59.0m)
and £nil (2025: £5.3m) for treasury shares purchased. Leverage has increased to 1.9x (2025: 1.8x) due to
continued growth and replacement of the fleet.
Financial review continued
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Net debt
Net debt reconciles as follows:
As at 30 April
2026
£m
2025
£m
Opening net debt 836.7 742.2
Net cash consumed 82.5 62.9
Other non-cash items 69.2 31.2
Exchange differences 10.9 0.4
Closing net debt 999.3 836.7
Closing net debt increased by £162.6m in the year driven by net cash consumed, non-cash items and
exchange differences.
Exchange difference of £10.9m arose due to movement of exchange rates in the year, with the closing
exchange rate being 1.15 (2025: 1.17).
Other non-cash items consist of £68.9m of new leases acquired and £0.3m of other items.
Borrowing facilities
As at 30 April 2026 the Group had headroom on facilities of £275m (2025: £412m), with £850m drawn
(netofavailable cash balances) against total facilities of £1,125m.
Facility
£m
Drawn
£m
Headroom
£m Maturity
Borrowing
cost
UK bank facilities 522 275 247 Apr 31 4.4%
Loan notes 489 489 – Nov 27-Oct 34 2.4%
Asset financing facility 100 75 25 Apr 29 5.2%
Other loans 14 11 3 Nov 26 3.2%
1,125 850 275 3.3%
The other loans drawn include £9.6m of local borrowings in Spain, which were renewed for a further year in
November 2025, and £0.5m of preference shares.
The Group exercised an option to extend its UK bank facilities up to April 2031. The asset financing facility is
renewed on an annual basis with drawn debt maturities up to April 2029.
The above drawn amounts reconcile to net debt as follows:
Drawn
£m
Borrowing facilities 850
Unamortised finance fees (6)
Leases 155
Net debt 999
The overall cost of borrowings at 30 April 2026 is 3.3% (2025: 3.1%).The margin charged on bank debt is
dependent upon the Group’s net debt to EBITDA ratio, ranging from a minimum of 1.45% to a maximum of
3%. The net debt to EBITDA ratio at 30 April 2026 corresponded to amargin of 1.95% (2025: 1.95%).
The split of net debt by currency was as follows:
As at 30 April
2026
£m
2025
£m
Euro 708.6 649.9
Sterling 297. 2 194.1
Borrowings and lease obligations before unamortised arrangement fees 1,005.8 844.0
Unamortised finance fees (6.5) ( 7.3)
Net debt 999.3 836.7
Maturity of facilities
1,200
0
200
400
600
800
1,000
£m
FY2026 FY2027 FY2028 FY2029 FY2030 FY2031 FY2032 FY2033 FY2034
Loan notes UK bank facilities Asset funding Other facilities
There are three financial covenants under the Group’s facilities as follows:
As at 30 April Threshold 2026 Headroom 2025
Interest cover 3.0x 6.2x £101m (EBIT) 7.1 x
Loan to value 70.0% 45.8% £453m (Net debt) 43%
Leverage 3.0x 1.9x £165m (EBITDA) 1.8x
The covenant calculations have been prepared in accordance with the requirements of the facilities to which
they relate.
Financial review continued
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Dividend and capital allocation
Subject to approval, the final dividend proposed of 18.2p per share (2025: 17.6p) will be paid on
30September 2026 to shareholders on the register as at close of business on 28 August 2026.
Including the interim dividend paid of 8.8p (2025: 8.8p), the total dividend relating to the year would be 27.0p
(2025: 26.4p). The dividend is covered 2.0x by underlying earnings.
The Group’s objective is to employ a disciplined approach to investment, returns and capital efficiency to
deliver sustainable compounding growth. Capital will be allocated within the business in accordance with
theframework outlined below:
• Funding organic growth
• Sustainable and growing dividend
• Inorganic growth
• Returning excess cash to shareholders
Foreign exchange
The Group’s reporting currency is Sterling and 75% of its revenue was generated in Sterling during the year
(2025: 77%). The Group’s principal currency translation exposure is to the Euro, as the results of operations,
assets and liabilities of its Spanish and Irish businesses are translated into Sterling to produce the Group’s
consolidated financial statements.
The average and year end exchange rates used to translate the Group’s overseas operations were as follows:
2026
£:€
2025
£:€
Average 1.15 1.19
Year end 1.15 1.17
Going concern
At 30 April 2026, the Group had approximately £275m in headroom available from cash and its committed
facilities with maturities extending to October 2034. In assessing the Group’s ability to continue as a going
concern for the period until 31 July 2027, the Board analysed a variety of downside scenarios including a
severe but plausible scenario and these sensitivities demonstrated there would be no breach of covenants
and no scenario where the Group would run out of liquidity. The severe but plausible scenario modelled a
reduction in revenue, profit and operating cash flows from risks continuing throughout 2026 and to the period
ended 31 July 2027. In all scenarios, the Group would maintain comfortable headroom before modelling the
mitigating effect of actions management would take in the event that these downside risks were to crystallise.
The Directors concluded that the likelihood of these scenarios were remote.
Looking forward
As I close my first year in role, I thank our colleagues for their continued commitment which resulted in a
strong set of financial results. The results are testament to the resilience of the business and the disciplined
execution of our strategy. As we enter FY2027 with the new segments of Northgate Mobility, FMG and Spain,
I look forward to continuing to deliver on that strategic ambition and driving value for our shareholders.
Rachel Coulson
Chief Financial Officer
7 July 2026
Financial review continued
Simplified access to broadening fleet range
Hear how we have grown our specialist vehicle
proposition over the past three years, and how
the One Road simplification project has improved
customer access to a broad range of vehicles
across the UK&I fleet.
We acquired Blakedale, our traffic management
business in 2023, and have grown its fleet
from320 vehicles to over 1,200 vehicles.
On 1May 2026 the business rebranded to
NorthgateTraffic Management.
Investment has included both fleet growth and
product development, together with expanding
its presence to four depots across the UK. This
has brought our 18-tonne IPV protection HGVs,
other workforce vehicles and specialist vehicles,
such as arborealist and cherry pickers, closer to
our customers, for increased responsiveness and
fleetchoices.
Our One Road programme has helped simplify
choices and fleet management for customers,
with all fleet choices able to be rented through a
single account and relationship team.
Find out more on our website www.ZIGUP.com/spotlight/whywewin
41
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Consolidated income statement reconciliation
Year ended 30 April
Footnotes
(see below)
Statutory
2026
£m
Adjustments
2026
£m
Underlying
2026
£m
Statutory
2025
£m
Adjustments
2025
£m
Underlying
2025
£m
Revenue (a) 1,858.9 (222.6) 1,636.3 1,812.6 (257.6) 1,555.0
Cost of sales (b) (1 ,4 37.8) 236.5 (1,201.3) (1,414.7) 284.1 (1,130.6)
Gross profit 421.1 13.9 435.0 3 97. 9 26.5 424.4
Administrative expenses (c) (280.6) 44.2 (236.5) (261.5) 38.9 (222.6)
Other income 1.3 – 1.3 – – –
Operating profit 141.8 58.1 199.9 136.4 65.4 201.8
Income from associates 0.6 – 0.6 0.2 – 0.2
EBIT 142.4 58.1 200.5 136.5 65.4 202.0
Finance income 1.0 – 1.0 1.5 – 1.5
Finance costs (41.4) – (41.4) (36.6) – (36.6)
Profit before taxation 102.0 58.1 160.1 101.5 65.4 166.9
Taxation (d) (25.8) (14.4) (40.2) (21.6) (14.2) (35.8)
Profit for the year 76.2 43.7 119.9 79.8 51.2 131.1
Shares for EPS calculation 225.9m 225.9m 224.3m 224.3m
Basic EPS 33.7p 53.1p 35.6p 58.4p
Adjustments comprise: Footnotes
Adjustments
2026
£m
Adjustments
2025
£m
Revenue: sale of vehicles (a) (222.6) (257.6)
Cost of sales: revenue sale of vehicles net down (a) 222.6 257. 6
Depreciation adjustment (Financial statements Note 27) 13.9 26.5
Cost of sales (b) 236.5 284.1
Gross profit (a)+(b) 13.9 26.5
Exceptional items (Financial statements Note 27) 26.8 20.6
Amortisation of acquired intangible assets (Financial statements Note 12) 17.3 18.3
Administrative expenses (c) 44.2 38.9
Adjustments to EBIT 58.1 65.4
Adjustments to profit before taxation 58.1 65.4
Tax on exceptional items (Financial Statements Note 27) (6.7) (3.1)
Tax on depreciation rate adjustments and amortisation of acquired intangibles ( 7.7) (11.1)
Tax adjustments (d) (14.4) (14.2)
Adjustments to profit for the year 43.7 51.2
GAAP reconciliation
GAAP reconciliation
42
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
GAAP reconciliation continued
Cash flow reconciliation
Year ended 30 April
2026
£m
2025
£m
Underlying EBIT 200.5 202.0
Add back:
Depreciation of property, plant and equipment 315.8 2 87. 5
Depreciation adjustment not included in underlying EBIT (13.9) (26.5)
Gain on disposal of assets (1.3) –
Intangible amortisation included in underlying operating profit 1.5 1.5
Underlying EBITDA 502.6 464.5
Net replacement capex
1
(355.2) (388.3)
Lease principal payments (51.7) (59.5)
Steady state cash generation 95.7 16.7
Exceptional items (cash expenses) (1.3) (3.8)
Working capital and non-cash items 19.3 49.0
Growth capex
1
(132.4) (65.1)
Taxation (19.9) (18.3)
Net operating cash (38.6) (21.5)
Distributions from associates 0.6 0.5
Interest and other financing costs (36.7) (3 7.1)
Free cash flow (74.7) (58.1)
Dividends paid (59.5) (59.0)
Purchase of treasury shares – (5.3)
Add back: lease principal payments 51.7 59.5
Net cash consumed (82.5) (62.9)
Reconciliation to cash flow statement:
Net increase in cash and cash equivalents 3.6 2.6
Add back:
Receipt of bank loans and other borrowings (159.9) (212.7)
Repayments of bank loans and other borrowings 22.1 87.7
Principal element of lease payments 51.7 59.5
Net cash consumed (82.5) (62.9)
1 Net replacement capex is total net capital expenditure less growth capex. Growth capex represents the cash consumed in order
to grow the fleet or the cash that is generated if the fleet size is reduced in periods of contraction.
Year ended 30 April
2026
£m
2025
£m
Reconciliation of capital expenditure
Purchases of vehicles for hire 678.7 672.7
Proceeds from disposals of vehicles for hire (200.8) (232.5)
Proceeds from disposal of other property, plant and equipment (2.6) (1.0)
Purchases of other property, plant and equipment 10.7 11.1
Purchases of intangible assets 1.7 3.1
Net capital expenditure 48 7.6 453.4
Net replacement capex
1
355.2 388.3
Growth capex
1
132.4 65.1
Net capital expenditure 48 7.6 453.4
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
GAAP reconciliation continued
Income statement reconciliations
Reconciliation of rental profit (current year)
UK&I
Rental
2026
£000
Spain
Rental
2026
£000
Group
sub-total
2026
£000
Underlying operating profit (Financial statements note 4) 78,228 91,648 169,876
Exclude:
Vehicle disposal profits (12,050) (24,466) (36,516)
Rental profit 66,178 67, 182 133,360
Divided by: Revenue: hire of vehicles
2
412,665 348,647 761,312
Rental margin 16.0% 19.3% 17.5%
Reconciliation of rental profit (prior year)
UK&I
Rental
2025
£000
Spain
Rental
2025
£000
Group
sub-total
2025
£000
Underlying operating profit (Financial statements note 4) 90,383 81,780 172,163
Exclude:
Vehicle disposal profits (28,723) (23,735) (52,458)
Rental profit 61,660 58,045 119,705
Divided by: Revenue: hire of vehicles
2
392,083 300,098 692,181
Rental margin 15.7% 19.3% 17.3%
2 Revenue: hire of vehicles including intersegment revenue (see Note 4 of the financial statements).
Reconciliation of Underlying EBIT excluding disposal profits
2026
£000
2025
£000
Underlying EBIT (Financial statements note 4) 200,487 201,955
Exclude:
Vehicle disposal profits (36,516) (52,458)
Underlying EBIT excluding disposal profits 163,971 149,497
Balance sheet reconciliations
Year ended 30 April
2026
£m
2025
£m
2024
£m
Reconciliation of Group ROCE
Net assets 1,090.7 1,063.2 1,043.4
Net debt 999.3 836.7 742.2
Less: acquired intangibles (71.1) (88.3) (106.8)
Less: goodwill (111.9) (111.9) (115.9)
Less: Adjustments for exceptional depreciation (6.8) (17.4) (3 7.2)
Capital employed 1,900.2 1,682.3 1,525.7
Average of capital employed
3
1,791.3 1,604.0
Underlying EBIT 200.5 202.0
ROCE
4
11.2% 12.6%
3 Calculated as a two point average using the closing capital employed at 30 April in the current and comparative year.
4 Calculated as Underlying EBIT divided by average capital employed.
Year ended 30 April
2026
£'000
2025
£'000
Reconciliation of leverage
Consolidated net debt (Financial statements note 19) 999,295 836,695
Less: IFRS16 adjustments
5
(151,126) (130,636)
Other adjustments 7,937 4,810
Adjusted net debt 856,106 710,869
Underlying EBITDA 502,580 464,494
Less: IFRS16 adjustments
5
(53,757) (61,052)
Adjusted EBITDA 448,823 403,442
Leverage
6
1.9x 1.8x
5 IFRS16 adjustments relating to lease liabilities that would not have been recognised prior to adoption of IFRS16.
6 Calculated as adjusted net debt divided by adjusted EBITDA.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Identifying and managing risk
Managing risks to support our
strategy and stakeholders.
Effective risk management allows us to be responsive to changing stakeholder needs and market dynamics;
ensuring strong governance and execution of our strategy in order to deliver sustainable returns to our shareholders.
Risk focus
Risks facing the Group continue to be wide ranging, with both external and internal factors providing
uncertainty and requiring careful management.
Geopolitical uncertainties, global conflicts and increased inflationary pressures create a less stable macro-
economic environment. Within this evolving landscape, it is difficult to fully appraise the impact on the
markets in which we operate, including costs in our supply chain and demand for our products and services,
but this will continue to be closely monitored as it develops.
The Group Risk Committee meets on a quarterly basis, with the risk management process embedded
across the Group, and the Board overseeing its work. This enables risks to be identified from a top down and
bottom up perspective, with appropriate ownership and management of these risks throughout the Group.
A description of principal board decisions made during the year is included within the Section 172 statement
on pages 70 to 72.
Identifying and managing risks
The Board recognises the importance of identifying and actively monitoring the impact of strategic,
operational and financial risks.
The Board maintains overall responsibility for risk management, with a focus on determining the nature and
extent of exposure to the principal and emerging risks the business is willing to have in achieving its strategic
objectives. This includes reviewing risk appetite in each area of risk. Risk appetite is assessed in the context
of our business model and the external environment in which we operate.
The Board oversee the continual process for identifying, evaluating and managing the significant risks the
Group faces, which was strengthened in the year with the launch of a new Group wide risk management
platform. The Board is also responsible for ensuring the appropriate risk management process is in place and
that it accords with risk management guidance including a three-lines-of-defence approach. The Board has
performed a robust assessment of the principal and emerging risks facing the Group during the year.
The executive-led Group Risk Committee, facilitated by the Group Head of Internal Audit, is responsible for
facilitating the identification of risks, including emerging risks, and overseeing management of those principal
risks throughout the Group in order to achieve our performance goals, within the context of risk appetite.
The Board confirmed they have performed an assessment of the risk management and internal control
systems. On behalf of the Board, the Audit Committee takes responsibility for overseeing the effectiveness
of internal control systems which are embedded into our risk management systems. The Group Risk
Committee continues to review and evaluate the robustness of the risk management systems on behalf of
the Board.
Ultimate responsibility for oversight of risk management rests with the Board. The Executive Committee
assesses top down risk exposures against the context of the Group’s strategy, and the effective day-to-day
management of risk is embedded within our operational business units and forms an integral part of how
we work. This bottom up approach allows potential risks to be identified at an early stage and escalated
as appropriate, with mitigations put in place to manage such risks. Each business unit maintains a
comprehensive risk register. Changes to the register are reviewed quarterly by the Group Risk Committee,
with significant and emerging risks escalated to the Board.
Identifying and managing risk
45
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Identifying and managing risk continued
Risk management framework.
There is a formal
governance structure
underpinning our approach
to risk management.
The Group ensures that there are
robust processes in place in order to
achieve effective risk management.
This involves the identification,
evaluation, control and continuous
monitoring of risk posed to the
business. These processes ensure
that we have appropriate measures to
manage our exposure to risk in order to
operate within the Group’s risk appetite.
Further details on the Board’s oversight
of internal controls can be found within
the Audit Committee report on pages
88 to 93.
The Board
• Overall responsibility for risk management
• Reviews and approves risk appetite
• Monitors the activity of the Group Risk Committee and agrees the
risk programme
• Reviews principal and emerging risks with the Executive Directors
Audit Committee
• Supports the Board in monitoring risk exposure and ensuring that internal
controls embedded in the business are relevant and proportionate to risk
appetite and exposure
• Reviews internal controls
• Sets the objectives of and monitors the work of Group Internal Audit
Group Internal Audit
• Monitors risk management processes with the
Group Risk Committee including evaluation of
risk exposures and emerging risks
• Supports the Audit Committee in assessing the
adequacy of internal controls
• Designs and implements a testing programme
of internal controls
• Provides recommendations to internal
stakeholders in order to ensure adequate
controls are in place and risks are sufficiently
mitigated in accordance with the risk appetite
Group Risk Committee
• Oversees and facilitates the process of
identifying, recording and monitoring risks on a
bottom up basis throughout the business units
and functions in a consistent manner
• Ensures that risk owners are allocated to all risks
• Aggregates risk information and maps against
principal risks ensuring escalation to Executive
Committee and the Board
• Ensure that top down and emerging risks are
captured and recorded in the risk register
Executive Committee
• Set group strategy in context of risk appetite
and risk tolerance
• Identify and review principal risks
• Identify and monitor emerging risks
• Design and implement the risk management
framework
Top down
Oversight, identification, assessment and mitigation of risk at a group level
Bottom up
Identification, assessment and mitigation of risk at business unit and functional level
First line of defence Second line of defence Third line of defence
Governance
Risk ownership
Risk management
Management teams and support functions
• Identify and assess risks in business operations and support functions
• Allocate risk owners to all risks
• Monitor risks and report to Group Risk Committee
• Ensure effective operation of internal controls
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Identifying and managing risk continued
Risk appetite.
The Board is responsible for overseeing the risk appetite of the Group with risk appetite based on the level of risk that the Group is willing
to take in order to deliver against strategic, operational and financial objectives.
The risk appetite processes ensure that risks are consistently managed across the Group with decisions being made regarding the right level of risk, and ensure that the appropriate resources and
controls are put in place at each level of risk. This also makes sure that risks are escalated appropriately and proportionately in line with overall appetite.
1. Describe potential impact categories
Areas of potential risk impact are determined. These are categories of outcomes that could follow risk
events materialising.
Risk impact categories are set out in table 1.
2. Set acceptable risk level
Increasing levels of impact are described within each impact category from very low to extreme. Consideration
is then given to appetite for each level of impact within each impact category. Appetite is expressed as an
acceptable probability for that level of impact arising from risk events over an agreed timeframe.
Impact levels are not directly comparable between impact categories: for example, a medium financial
impact is not necessarily directly comparable with a medium environmental impact. Judgement is used to
define what outcome would be medium risk in each category.
3. Analyse risks and compare to defined appetite levels
Risks are analysed for potential impacts that could arise, if the risk were to materialise; and the probability of
the risk occurring.
The level of probability and potential impact are compared to defined risk appetite.
4. Determine action
Where the assessed combination of probability and impact falls outside of defined appetite, appropriate
action is considered. This may include implementing additional or strengthened controls to lower probability
or impact. Where appropriate, consideration is given to increasing exposure if it supports strategic objectives
such as growth and higher returns.
Table 1: risk impact categories
Appetite at each impact level
Very low Low Medium High Extreme
1 Financial
2 Legal and regulatory compliance
3 Commercial contract compliance
4 Supplier contract compliance
5 Health and safety
6 Environment
7 Employee
8 Customer
9 Public
Lighter shading denotes lower acceptable probability, darker shading denotes greater acceptable probability.
Impact levels in different impact categories are not necessarily directly comparable.
47
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Identifying and managing risk continued
Identifying and managing risk.
Principal risks
Recognising that business activity involves elements of risk, the Group maintains a policy of continually
identifying and reviewing risks that represent a threat to the business, or that may cause future financial
results to differ materially from expected results. Our approach is not intended to eliminate risk
entirely, but to manage our risk exposure across the business, whilst at the same time capitalising
on opportunities.
The Executive Committee has carried out a robust assessment of the principal and emerging risks
facing the Group, including those that would materially threaten its business model, future performance,
solvency or liquidity. The risks specified are not intended to represent an exhaustive list of all potential
risks and uncertainties.
For each risk we state what it means for us and what we are doing to manage it. The change in risk is
assessed using the aggregation of bottom up risks which have been mapped against principal risks and
also the top down view, as well as emerging risks. The risk level change represents the assessed risk
exposure as at 30 April 2026 compared to the same point in the previous year.
The risk factors outlined should be considered in conjunction with the Group’s system for managing risk,
described on pages 45 to 47.
The Board maintains a focus on effective risk management, which flows all the way through the organisation. As with any business,
the Group faces risks and uncertainties in the course of our operations. It is only by timely identification, effective management and
monitoring of these risks that we are able to continue to deliver our strategy.
The assessment of principal risks are based on the perceived impact on the Group’s ability to achieve its strategic objectives and the likelihood of their occurrence, taking into account controls that
have been put in place to mitigate any impact.
Emerging risks
In addition to principal risks, the Board considers emerging risks which may impact the Group. The
Group considers an emerging risk to be one that does not currently have a material impact on the
business but has the potential to impact future strategy or operations.
The Group deploys horizon scanning techniques to assess and regularly monitor these risks and
develops actions to address them where appropriate.
The Board considers climate-related matters, including the recommendations from the TCFD
as emerging risks and believes that climate change is not individually a principal risk, but is more
appropriately addressed within our underlying risk categories for short to medium term impacts; and then
separately through our TCFD risk assessment for longer term implications, as set out on pages 58 to 67.
This better reflects the risks and opportunities which will arise over the longer term.
48
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Strategic risks.
Principal risks and uncertainties
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
1
The world we live in
The successful delivery of our strategy is influenced by the world we live in, and we need to adapt to a changing global environment. Changes in both economic and environmental conditions in the countries
that the Group operates in or is linked to, through our supply chain, could affect how we deliver our services or change the cost base of the business.
Controls and mitigating activities
• The Group’s business model and balance sheet strength provide resilience to economic
downturns, with the flexibility of our offer being attractive in times of uncertainty
• In the event of a downturn, the Group can manage its fleet flexibly, generating cash and
reducing debt by reducing vehicle purchases or accelerating disposals
• The cost base related to management of insurance claims and services is flexible and can
be scaled back in response to a downturn in revenue
• Pricing structures remain under review in the context of cost inflation with minimum return
thresholds protecting margins
• Credit risk of new and existing customers is continually assessed, and the Group has a
diversified customer base without over-reliance on an individual or group of customers
across any sector
• The Group maintains close relationships with key suppliers to ensure continuity of supply
and diversifies the supplier base in periods when supply becomes restricted
• Foreign exchange exposure is minimised through sourcing supplies in the same currency
as the revenue is generated. Translation risk is managed through holding a proportion of
borrowings in Euro in order to hedge against the investment in Euro net assets
• Our property portfolio is continually reviewed, with investment in infrastructure and new
facilities added to our estate in the year to increase capacity and effective customer service
• Management continue to assess the impact of global conflicts and international tariffs on
the operations of the Group
Risk appetite
Low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• Economic uncertainty in global markets due
to political change and global conflicts could
impact the Group in the future. We have not
seen any immediate impact on demand or
supply within our primary markets and will
continue to monitor this
• Increased inflationary pressures continue to
be managed through operational efficiencies
and targeted pricing actions
Influencing factors
• Changes in economic conditions including economic growth
forecasts, exchange rates, interest rates and inflationary pressures
• Influences of global conflicts on global supply chains
• Increases to global tariffs could increase the costs in the supply
chain and affect our customers’ businesses
• The impact that environmental conditions such as extreme
weather could have on our operations, as well as our impact on the
environments in which we operate
• Inability to find appropriate premises or facilities to fulfil the Group’s
operational needs
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
Risk appetite represents average risk appetite across the risk impacts (page 47) that relate to each risk.
Principal risks and uncertainties
49
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Principal risks and uncertainties continued
Strategic risks.
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
2
Our markets and customers
We operate in markets undergoing significant transformations both through changing business models and customer expectations for smarter and increasingly sustainable mobility. If the Group does not
respond to behavioural, structural, legal, or technological changes in our markets there is a risk that demand for our services will reduce. Changes to the insurance market or loss of a key insurance referral
partner could adversely impact the Group’s revenues.
Risk appetite
Low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• No significant change in customer
composition which continues to be diversified
across sectors with no reliance on individual
customers or size
• We continue to receive excellent customer
satisfaction scores as the breadth of our
services remains attractive for our customers
• The decision to simplify the UK&I operations
and exit a number of our non-core markets
allows us to refocus our strategic delivery and
offer the best experience for our customers
Controls and mitigating activities
• Our strong reputation for trusted and expert advice and customer service improves
retention of existing customers and increases our attractiveness to new customers by
differentiating our offer from other market participants
• Continued evolution of the fleet towards non-ICE vehicles with development of our
offering to cater to changing customer needs
• Significant investment has been made in our bodyshops to increase both our capacity
and in-house capabilities to deliver to our customers
• Continual benchmarking of pricing and service offer compared to competitors and other
market participants. Pricing controls over target levels of returns and discount authorities
protect margins
• Minimising the concentration of business customers and maintaining long-term
relationships with insurance partners, with a large proportion of revenue coming from
contracts with customers, that are greater than one year in length
• The Group made the decision to exit some markets of non-core operations and
restructure our UK&I operations to best serve our customers
Influencing factors
• Structural changes to the rental and insurance and repair markets
such as consolidation, digitalisation or vertical integration could
impact on the viability of the business model if we are not agile
enough to respond to those trends
• Changes to regulations for operation of ICE vehicles and widening
of low-emission zones will change the way in which mobility
services will need to be delivered
• Price competition for an equivalent service, could impact our ability
to attract and retain customers at appropriate rates of return
• Increases in insurance referral rates or cost increases which cannot
be passed on through claims could impact viability of returns
• Loss of a major customer or insurance referral partner could
diminish returns if the cost base is not managed appropriately
• Inability to deliver change for evolving customer needs may hinder
our ability to retain customers and secure new contract wins
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Operational risks.
Principal risks and uncertainties continued
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
3
Fleet availability
Failure to secure sufficient access to fleet at appropriate pricing would impact on our ability to meet operational and customer service delivery, overall returns and our ability to grow organically.
An increase in fleet holding costs either through higher new vehicle pricing or lower residual values, if not recovered through pricing increases or operational efficiencies, would adversely affect returns.
Inability to access new vehicle entrants may make our product offering less attractive to customers and impact returns.
Risk appetite
Low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• After stabilising in the prior year, the Group
continued to be able to source vehicles
at appropriate prices, progressing our
programme of fleet replacement following
increase in holding periods post COVID-19
• Residual values normalised in line with
expectations
Controls and mitigating activities
• The business model supports high levels of utilisation and vehicles returned from
customers are redeployed within the fleet
• The Group maintains close relationships with key suppliers to ensure continuity of supply
and has diversified the supplier base in order to broaden access to new vehicles
• New vehicle models have been introduced as they have been introduced to market,
reflecting our strong supplier relationships
• The Group minimises vehicle holding costs by flexibly managing the fleet so that vehicles
can be defleeted at the optimal point in their lifecycle through our own sales channels. We
manage vehicle sales through our own retail sales network and online sales channels
• Flexibility over asset management means that in the short term the Group can mitigate
the shortage of supply of new vehicles by deferring capex
Influencing factors
• Global supply has stabilised in recent years following a period of
major disruption
• Residual values were stable in the year. Management continually
review residual values as they are influenced by other economic
conditions
• The impact of increases to global tariffs on the automotive industry
remains uncertain
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Principal risks and uncertainties continued
Operational risks.
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
Risk appetite
Very low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• Consistently strong colleague engagement
scoring reflects the measures taken to
improve communication, training and
development of our people
• Continual review of benefits including a
further free shares issuance, and initiatives
such as buying and selling of annual leave
• Routes to employment markets continue to
be supported by in-house recruitment and the
vacancy filler platform used across the Group
Influencing factors
• External pressures in the labour market create issues in attracting
and retaining talent and therefore delivery of the operating model
and commercial proposition
• The diverse operations of the Group growing organically and
inorganically across a wide geographical area increase the challenge
of fostering a shared culture in line with strategic objectives
• Not safeguarding colleague’s health and welfare and failure to
invest in our workforce will lead to high levels of staff turnover,
which will affect customer service, operational efficiency and
overall delivery of the Group’s strategy
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
Controls and mitigating activities
• Engagement with the Group’s leadership teams through The Voice Network forums and
the annual Have Your Say survey as well as site visits
• Internal communications establish values which are aligned to the Group’s strategy, and
we undertake regular communication of the strategic progress by the Group and how that
best serves our people through various platforms
• Establishing a dedicated team to manage onboarding and support new joiners in the
early stages of their ZIGUP careers
• Ongoing benchmarking of reward and benefits against the comparable
employment market
• Regular performance reviews including personal development and tailored training as
well as a mentoring programme
• Regular engagement with colleagues and access to health and wellbeing initiatives
• Widening of rewards and benefits including share ownership, financial wellbeing initiatives
and holiday buy and sell initiatives
• Development of mentoring programmes to support career progression opportunities
within the Group
• Continual development of the Group’s health and safety initiatives to facilitate safe
working environment
4
Our people
We rely on the expertise and experience of our people in order to stay at the forefront of changes to our markets and to maintain and deliver high levels of customer service. Failure to attract, retain, develop
and motivate this talent would impact the Group’s ability to meet its strategic objectives.
We also understand our responsibility to keep our people safe through appropriate health and safety risk management to maintain trust with our people and reputation across all stakeholders. The Group
continues to ensure that the health and safety procedures we have in place are robust to minimise this threat as far as possible.
52
Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Operational risks.
Principal risks and uncertainties continued
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
5
Regulatory environment
The Group must comply with all laws and regulations as well as adhere to contractual obligations; certain activities within the Group are regulated, therefore ongoing compliance with regulations is required
to ensure continuity of business.
Legal cases relating to the provision of credit hire and insurance-related services have provided a precedent framework which has remained stable for several years. Legal challenges or changes in
legislation could undermine this framework with consequences for the markets in which the Group operates.
Risk appetite
Very low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• No material changes to laws and regulations
• No material changes to contractual
obligations
• Continual horizon scanning and planning for
future changes to laws and regulations
Influencing factors
• Changes to the legislation or regulatory environment in any of the
Group’s markets could impact revenue and profitability, particularly
within the credit hire, insurance and legal services businesses
• Non-compliance with contractual obligations could give rise to
disputes which could be costly to the business and damage the
Group’s reputation
• Inadequate operation of systems to monitor and ensure compliance
with regulations could expose the Group to fines and penalties, or
operating licences could be suspended. Our reputation could be
adversely affected across all stakeholder groups
Stakeholder impact
Link to strategy
Enable. Deliver.
Controls and mitigating activities
• In-house legal and compliance team continually monitoring regulatory and
legal compliance
• Horizon scanning and monitoring of legal and regulatory developments
• Policies and procedures and compliance monitoring programmes
• Training in relation to relevant legislation, regulatory responsibilities and the Group’s
policies and procedures
• The Group is underway with its programme to simplify the UK&I operating model resulting
in a revised structure; the Group is committed to maintaining a strong control environment
throughout transition
• As previously announced, the Group is in the process of exiting the personal injury
market. This run-off is being managed in line with regulations protecting the handling of
legal cases
• External advisors are retained where necessary
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
Principal risks and uncertainties continued
Operational risks.
6
Technology and digitalisation
The Group relies on technology to ensure the safe continuity of business operations, and advances in technology offer opportunities to leverage efficiencies in processes and enhanced service delivery, with
stakeholders continuing to seek deeper digital engagement. Developments in AI provide significant opportunities for businesses to drive efficiencies when deployed with discipline.
Failure of existing systems, lack of development in new systems or poor integration of new systems, could result in a loss of commercial agility and/or harm the efficiency and continuity of our operations.
The global threat of cyber attacks is increasing as attacks are becoming more frequent and sophisticated as regularly reported in the media.
Risk appetite
Medium
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• The complexity, frequency and threat of
cyber attacks remains high. Our defences
are continually evaluated and employees are
required to undergo regular training on cyber
security resilience
Influencing factors
• Inadequate IT systems can be at risk from failed processes,
systems or infrastructure and from error, fraud or cyber crime
• The Group’s business is dependent on the safe and efficient
processing of a large number of complex transactions and
stakeholder interactions. The effective performance and availability
of core systems is central to the operation of the business
• Growth through inorganic acquisitions increases the complexity
and diversity of operations, IT systems and infrastructure
• Cyber attacks are becoming increasingly frequent and sophisticated.
The Group remains vigilant to changes in the cyber threat landscape
and continues to review the technology deployed to defend against
these threats
• The Group continually appraises opportunities to utilise AI
capabilities and automations to drive efficiencies
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
Controls and mitigating activities
• Investments in key IT platforms and systems to ensure continued operational
performance and delivery
• Changes to key IT systems are considered as part of wider Group change programmes
and are implemented in phases where possible, with appropriate governance structures
put in place to oversee progress against project objectives
• Ongoing monitoring of the continuity of IT systems with access to support where required
• Back-up and recovery procedures for key systems including disaster recovery plans
• Increased training on cyber security made mandatory for staff
• Operation of information security and data protection protocols to ensure that data is held
securely, and is adequately protected from cyber attacks or other unauthorised access
• Development of Acceptable Use policy to include usage of AI functionality
• Expansion of security protections for users and devices to further safeguard our systems
and data
• Expansion of automated threat detection and response capabilities, leveraging real-time
monitoring tools to proactively identify and address emerging cyber threats
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Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
Financial risks.
Principal risks and uncertainties continued
7
Recovery of contract assets
Our credit hire and repair business involves the provision of goods and services on credit. The Group receives payment for the goods and services it has provided after a claim has been pursued against the
party at fault (and the relevant third party insurer). This process can take a long period of time before a claim is agreed and settled.
Risk appetite
Low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• The overall risk remained consistent with the
prior year, including the mix of partners under
protocol arrangements
Influencing factors
• Recovery of insurance claims requires the orderly running of
insurance markets with claims being settled on commonly
agreed terms
• Due to the relative strength of insurance companies, they could
influence the speed of settlement of claims in order to secure
better terms
• Settlement of claims is normally reached through mutual
agreement. Settlement through court arbitrations can be lengthy
and relies on efficient operation of the court process
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
Controls and mitigating activities
• Services are only provided to customers after a full risk assessment process to ensure
that the claim will be legally recoverable from a third party
• The Group manages collection risk by standardising terms with third party insurers
(protocol agreements) where possible, which reduces collection risk under shorter
payment terms. The proportion of claims under protocol terms was consistent with
prior year
• Other claims are managed through specialist teams or managed through a court
arbitration process
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Financial risks.
Principal risks and uncertainties continued
Key to stakeholder impact:
Customers and consumers Partners and suppliers Governments and regulators Investors Colleagues Community
8
Access to capital
The Group needs access to sufficient capital to maintain and grow the fleet and fund working capital requirements.
Investors increasingly require businesses to demonstrate that they act in a responsible and sustainable manner prior to granting access to financing facilities.
Risk appetite
Low
Mitigated risk within appetite
Yes
Risk trend
No change
Risk trend explanation
• Debt markets remain liquid and supportive of
investment grade credit profiles
• Debt facility amounts and maturities remain
adequate for funding strategic objectives
• The Group's credit-worthiness and strong
relationships with its lenders meant that
we were able to complete our refinancing
programme in the prior year at attractive
pricing. Our average cost of debt for 30 April
2026 was 3.3% (2025: 3.1%)
Influencing factors
• Debt markets can be volatile in terms of liquidity and pricing
• Failure to maintain or extend access to credit and fleet finance
facilities or non-compliance with debt covenants could affect the
Group’s ability to achieve its strategic objectives or continue as a
going concern
Stakeholder impact
Link to strategy
Enable. Deliver. Grow.
Controls and mitigating activities
• Debt facilities are diversified across a range of lenders and close relationships are
maintained with key funders of the Group to ensure continuity of funding
• Debt facilities have been put in place to provide adequate headroom and maturities in
order to support the strategy of the Group
• The Group continually monitors cash flow forecasts to ensure adequate headroom on
facilities and ongoing compliance with debt covenants
• The Group maintains leverage within stated policy and the business model allows cash to
be generated through economic cycles
• The impact of access to capital on the Group’s viability is considered in the viability
statement on page 57
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Viability statement
Underpinned by a strong balance sheet and stable funding platform following a
comprehensive debt refinancing programme in 2025, the Group is well equipped to
execute its strategic ambitions and harness future growth opportunities.
Assessment of prospects
The Group’s business model and strategy are
fundamental to understanding its future prospects
and are described in further detail on pages 18 to
22. The Group is well established in the markets
in which it operates (see pages 16 to 17) and
continues to benefit from key structural trends.
During the year, the decision was taken to close the
EV charging business, while continuing to support
customers with their fleet transition plans. Together
with the managed exit from the personal injury
market announced in the prior year, these actions
have enabled increased focus on the Group’s core
operations. The Group continues to deliver strong
underlying profitability at attractive returns.
The Group has continued to make progress against
its strategic pillars of Enable, Deliver and Grow,
and during the year announced the next phase
of its strategic ambition. This phase includes the
simplification of the UK&I operating model into
two distinct operating businesses, as outlined on
pages 8 to 9. The Board maintains a measured
approach to strategic risk while continuing to assess
growth opportunities that are expected to deliver
long-term value for the Group, both organically
and inorganically. The Board also regularly reviews
changes in the Group’s risk profile and emerging
risks, including climate-related impacts, further
details of which are set out on pages 45 to 48. The
Group undertakes only those activities that are
consistent with its overall risk appetite.
The assessment process
and key assumptions
The Group’s prospects are continually assessed,
and this culminates in an annual review of the
ongoing strategic plan, led by the CEO, together
with the involvement of business functions in
all territories.
The Board engages closely with the Group’s
management teams throughout this process and
challenges the delivery of the strategic plan during
regular Board meetings. Part of the Board’s role is
to challenge the plan to ensure it is robust and
makes due consideration of the appropriate
external environment.
The Directors have assessed the viability of the
Group over a three-year period to 30 April 2029,
considering its current position and a robust
assessment of the potential impact of the principal
risks outlined in the Strategic report.
A three-year period was selected as this reflects
the typical commercial contract lengths within the
Group. In Rental, vehicles generate income across a
mix of flexible and minimum term contracts. Flexible
contracts are normally hired on a medium to long-
term basis. Minimum term contracts are offered
on a 12 to 48-month basis with the average being
36 months. The strength of our Claims & Services
segment is underpinned by referral relationships
with insurance partners. Commercial terms are
continually reviewed, with three years representing
an average review cycle of material terms.
The three-year period used for assessing viability
is therefore aligned to how capital is employed
in the business, the maturity of key commercial
relationships and, therefore, how returns on
investment are reviewed.
The strategic plan includes assumptions about
the normal level of capital recycling of the fleet and
investments for growth, and therefore considers
whether additional financing will be required.
Based upon this assessment, the Directors have a
reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as
they fall due over the period to 30 April 2029.
Sensitivity analysis of our strategic plan
The three-year strategic plan considers the Group’s
cash flows, dividend cover under current policy, and
headroom against borrowing facilities and financial
covenants. The strategic plan was then stress
tested using a sensitivity analysis to assess
the Group’s viability and ability to deliver its
strategic objectives.
Financial position
The Group’s core debt facilities were refinanced
in the prior year, across banking and private
placement markets providing extended maturities
and a stable funding base over the medium term.
Headroom against debt facilities at 30 April 2026
was £275m as detailed on page 40. This compares
with headroom of £412m in the prior year, reflecting
planned fleet investments.
Taking into account further planned financing
assumptions, the Group’s facilities will provide
sufficient headroom to fund the capital expenditure
and working capital requirements during the
planned period.
The Directors have further considered the resilience
of the Group, considering its current position and
the principal risks facing the business. The plan was
stress-tested for severe but plausible scenarios
as follows:
• No further growth in vehicles on hire with
rental customers
• A 1% reduction in rental hire rates
• A 2% increase above plan assumptions in the
purchase cost of vehicles and other operating
expenses not passed on to customers
• A £500 reduction to 'per vehicle' assumptions in
the plan for the residual value of used vehicles
• A 7.5% reduction in insurance claims and services
revenue in aggregate, either through lower demand
or through ending the commercial relationship
with a group of key insurance partners
• A prudent working capital view reflecting the
impact of a slow-down in collections of historic
insurance claims
The above scenarios took into account the
effectiveness of mitigating actions that would be
reasonably taken, such as reducing variable costs
that are directly related to revenue, but did not take
into account further management actions that would
likely be taken, such as a change to the indirect
cost base of the Group or a reduction in capital
expenditure, both of which would generate cash and
reduce debt.
Conclusions relating to viability and
going concern
After considering the above sensitivities and
reasonable mitigating actions, sufficient headroom
remained against available debt facilities and the
covenants attached to those facilities. The Directors
have a reasonable expectation that the Group will
continue to be able to meet its obligations as they
fall due and continue to be viable over the period
to 30 April 2029. The Directors also considered it
appropriate to prepare the financial statements
on the going concern basis, as explained in the
Basis of preparation paragraph in Note 2 of the
financial statements.
Viability statement
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Transition pathway
We are committed to achieve net zero emissions
by 2050 and have submitted science-based targets
for validation. We have formulated a Transition
Plan that outlines how we will reduce operational
emissions while adapting our business to remain
competitive in a low-carbon economy. The plan
outlines our market context, decarbonisation
objectives, and our commitment to delivering
sustainable, long-term value. The transition to net
zero will not be linear; some pathways depend on
emerging technologies, regulatory development
and a growing customer demand to lower their
carbon emissions. It is essential that we adapt our
approach as conditions change. We are investing
in our people, capabilities and partnerships,
decarbonising the areas we can directly control,
and working constructively with policymakers
and industry associations to remove barriers to
progress. By taking a pragmatic collaborative
approach, we believe we can deliver sustainable
growth while supporting our customers on their
journey to net zero.
Value chain vehicle emissions
Our position within our industry value chains affects
our ability to directly influence or control emissions,
which are significantly weighted towards Scope 3.
The vehicles we purchase, rent to customers, and
later sell on are categorised within our Scope 3
emissions, which account for 99% of our total value-
stream emissions.
Included in the Scope 3 footprint are the tailpipe
emissions from customers’ use of our vehicles.
While greater demand for EVs will result in lower
tailpipe emissions for our fleet, its composition is
predominantly determined by OEM supply and
customer demand.
Scope 3 emissions also include embodied
emissions generated across the vehicle supply
chain prior to sale. Although EVs currently have
higher embodied emissions than ICE vehicles, this
impact is expected to reduce as manufacturers
decarbonise their operations in line with science-
based targets. When vehicles are defleeted and
sold, we account for projected tailpipe emissions
from the point of sale to the end of life. As the
proportion of EVs in ourfleet increases, emissions
associated with vehicle disposal and onward use
are expected to decline accordingly.
Vehicle repair and recovery
Vehicle accident recovery and repair is carbon-
intensive and difficult to reduce in the short term.
We aim to decarbonise our vehicle repair operations
by using lower-carbon energy sources and fuels
until more viable technologies become available.
Additionally, we manage large networks of external
vehicle recovery and accident repair suppliers. We
will work closely with these networks to coordinate
a programme that encourages our suppliers to
establish and implement their own carbon reduction
targets and plans.
Implementing our climate transition strategy.
Transport emissions account for 25% of Europe's domestic emissions. As a leading integrated mobility solution provider,
we are evolving our services across the vehicle lifecycle to support the shift to a low-carbon economy. As a rental
operator and accident repair service, we recognise that most emissions arise from customer needs and choices.
Drive to net zero – Climate Transition Plan
The Group is set to publish it's first Transition Plan shortly after the publication of the Annual Report.
Our Transition Plan translates long-term climate ambition into clear targets, actions and governance
todrive delivery towards a lower-carbon, resilient future.
TCFD and SECR Report
Discover more online www.ZIGUP.com
TCFD and SECR Report
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Board
Nominations
Committee
Audit
Committee
Remuneration
Committee
Executive
Committee
Sustainability
Committee
Group Risk
Committee
Group
Management
Boards
Board – final approval of the Plan
Responsible for ensuring ZIGUP’s long-term strategy
is resilient in a low-carbon transition. They approve
the Plan and ensure it is credible, deliverable, financed
and transparently reported to investors and other key
stakeholders.
Nomination Committee
Ensures there is sufficient climate literacy on the Board
tochallenge senior executives effectively.
Audit Committee
Monitors the integrity of climate-related disclosures and
data reporting through internal and external assurance.
Remuneration Committee
Responsible for incentivising and monitoring performance
against climate targets and approving related remuneration.
Executive Committee – oversight of Plan delivery
Translates the climate strategy into a credible, operational
Transition Plan and quantifies the Group wide impacts on
cost and revenue.
Ensures accountability and responsibility are operationalised
throughout ZIGUP.
Group Management Boards
Assigning clear ownership at senior management levels to
deliver carbon reduction objectives.
Group Risk Committee
Identifying, assessing, and reporting climate-related
risks and material impacts.
Sustainability Committee
Supporting the development of a systematic and
collaborative approach to climate action.
Monitors the transition.
Delivers the transition.
This report was prepared in line with the UK Climate-
Related Financial Disclosures Guidance and
associated annexes, specifically annexe
1.
Climate change management is embedded within
our existing governance framework, with clear
processes. The CEO holds ultimate accountability
for climate-related matters, with day-to-day
management delegated to the Group Management
Boards. The CFO, as Chair of the Sustainability
Committee, has delegated responsibility and
ensures effective reporting to the Executive
accountability across the Board, the Executive
Committee, and the Management Boards.
The Executive Committee oversees the delivery
of our climate goals within an approved Transition
Plan. Ongoing progress and any material updates
are reviewed through established governance
Accountability.
Committee and Board. The Sustainability
Committee, supported by cross-functional working
groups focused on fleet and carbon-intensive repair
operations, assesses climate risks and proposes
mitigation actions across all territories.
TCFD and SECR Report continued
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Our transition journey so far.
Over the last four years, we’ve invested in our fleet, operations, and our people to empower
our customers on their own journeys to lower emissions. We’ve also successfully reduced
our own operational emissions and continued to improve our sustainability governance and
reporting, setting a solid foundation for achieving our climate goals.
Operational emission
reduction
Decarbonising vehicle
accident repair
Advancing the transition
to lower-carbon mobility
An increased adoption of renewable
electricity, along with our initiatives to
enhance energy efficiency and improve fleet
logistics and data tracking, has led us to
surpass the 10% absolute carbon-reduction
target, achieving a 29% reduction in
emissions in FY2026 compared to FY2022,
and achieve an 8% reduction compared
to FY2025.
We have significantly enhanced our energy
and value stream emission reporting and
further strengthened governance led by the
Sustainability Committee.
The insurance sector's journey toward
decarbonisation has emphasised sustainability
as a crucial factor for cost control and for
winning and retaining contracts.
In recent years, we have worked diligently to
align ourselves with industry sustainability
goals. We have placed a stronger emphasis
on repair rather than replacement, utilising
plastic welding techniques. Additionally,
we are increasingly using green parts, both
of which contribute to reducing lifecycle
emissions. Governance has improved with
better energy reporting and the formation of
an environmental impact group that reports
into the Group Sustainability Committee.
Our award-winning Drive to Zero programme
has gained momentum year after year, as
customers seek to incorporate our diverse
range of e-LCVs into their fleets.
In FY2024, we launched an EV consultancy
service to assist fleet managers with data-
driven analytics and targeted driver surveys,
which support their transition plans. Alongside
the ongoing development of our EV support
services, we continue to adapt to automotive
innovation by continually enhancing our
technicians' expertise and investing in vehicle
repair technology and facilities.
Climate metrics –
Progress to date
8%
9,600
6%
99.9%
99.5%
The repair intensity metric expresses
carbon emissions per accident repair in our
bodyshops.
Operational emissions
Lower-carbon mobility
Decarbonising accident repair
of electricity used at our sites is renewable
of UK company cars are either EV or hybrid
Scope 1 and 2 emission reduction
number of EV and hybrid vehicles in fleet
improvement in repair intensity
TCFD and SECR Report continued
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We have provided a comprehensive overview of the
potential impacts on the Group and its stakeholders
under different climate scenarios. The potential
climate outcomes considered this year, when
reviewing climate risks and opportunities, range
from an orderly transition scenario that limits global
average surface warming to 1.5 degrees Celsius
above pre-industrial temperatures, to an adaptation
scenario in which emissions continue the current
pathway, leading to around 4°C warming. Qualitative
assessments for each of these climate scenarios
are outlined in table 2 on page 63.
Physical risk exposure was assessed under two
future states of the world using the latest Inter-
governmental Panel on Climate Change (IPCC)
scenarios specified in their sixth assessment report.
The IPCC Shared Socio-economic Pathways are
a natural choice as these scenarios are widely
recognised, based on credible scientific databases,
and are used to inform our global climate policy. As
expected, the Group has minimal exposure to most
of these hazards due to the operational profile of
our business. When scenario pathways diverge, we
expect physical risks to materialise around 2040.
Climate outcome scenarios.
Transition risks were explored through the
application of the IEA Global Energy and Climate
model scenarios, the IEA Global EV Outlook, and
the National Energy System Operator (NESO)
Future Energy Scenarios, all of which align with
the Group’s long-term net-zero commitment. The
IEA Global Energy and Climate model scenarios
assessed three states of global change.
Through scenario analysis, we have improved our understanding of physical and
transition risks to our business across short, near and long term time horizons.
TCFD and SECR Report continued
The IEA and NESO scenarios were selected
for their sector-specific analyses and industry
dependencies. The NESO scenarios also apply
specifically to the UK market, providing tailored
insights into the potential future changes to our UK
strategy and feeding into our wider organisational
strategy. For more information, see table 2 on
page 63.
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We work across the full vehicle lifecycle, from rental
through to recovery and repair. A thorough annual
risk and opportunities assessment is undertaken to
review the potential impacts of climate outcomes
on our business. Our assessment covered key
timeframes (as defined in table 3), which link to
our fleet renewal cycles, key sector regulations
and policies, and our net zero commitment. We
assigned timeframes to each risk and opportunity
based on expected material impact and quantified
the impact where possible.
ZIGUP has a finite capacity for financial impacts
and recognises that this capacity is best reserved
for strategic and tactical objectives that create
value. The Group is therefore cautious of financial
impacts arising from risks and will accept only
medium residual risks with low probability, with
a strong preference to reduce risks to low and
very low residual levels. Climate transition issues
are considered fundamental to our commercial
success, and such risks and opportunities are
assessed against relevant financial planning
horizons and also aligned with our customer
strategy and demand requirements. These risks
are embedded within the Group’s risk management
processes and risk register and are reviewed
regularly by the Board, which oversees the
Group’srisk management strategy and internal
control framework.
Climate risk management.
Climate change is reshaping vehicle mobility by driving electrification and the adoption
of low-carbon fuels, tightening regulations, and changing how people and goods move.
Table 1: Risk assessment
Risks Opportunities
Sample hazard exposure Severity Likelihood Impact contribution Scale
High (>15%) Critical Virtually certain Significant 5
High Likely High 4
Moderate (10-15%) Moderate-high More likely than not Moderate-high 3
Moderate About as likely as not Moderate 2
Low <10%) Low Unlikely Low 1
None Very unlikely None 0
Climate-related risks are discussed in table 3
on page 64. Our risk identification, assessment,
methodology and appetite is set on an annual basis.
Where climate risks extend beyond the timeframe
of our ERM process, they are assessed using
the same methodology but considered within the
longer-term context of our Transition Plan, and
under the scrutiny of the Sustainability Committee,
which is chaired by the CFO.
As set out in table 3, our mitigation and resiliency
measures appropriately manage the risks identified
within our scenario analysis. This comprises
assessing the effectiveness of these systems,
including regular reviews to ensure that the Group is
identifying, considering, and, as far as practicable,
mitigating the risks to the business. Further details
on material impacts and mitigation activities can be
found in the risk table on page 64.
TCFD and SECR Report continued
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TCFD and SECR Report continued
Table 2: Climate outcome scenarios
Value chain
engagement
1.5°C
Orderly transition
2.0°C
Disorderly transition
4.0+°C
Adaptation
An orderly transition to a low-carbon economy occurs
over the long-term as sufficient regulatory action is
taken to limit the rise in global temperature, resulting in
significant transition risks while minimising physical risks.
A disorderly transition with delays to Government
pledges and stringent policies being introduced post-
2030, causing maximum transition risk while limiting
physical risk to a relatively low level.
This is where the current CO
2
emissions level will
approximately double by 2050, and the global economy
will grow, fuelled by the exploitation of fossil fuels and
energy-intensive lifestyles.
Government
Governments and cities have introduced policies that
encourage the decarbonisation of road transport. By
2035, all new light-duty vehicles sold, including vans, will
be low-emission vehicles. The number of car lanes will be
reduced in urban environments to provide more space for
public transport, pedestrians, and cyclists.
Phasing out of ICE vehicles is delayed with limited
political will to strictly enforce the ZEV mandate.
Inadequate investment in public charging infrastructure to
support effective e-LCV operation.
Global policies and investment have shifted towards
adapting to a new climate and responding to global
geopolitical and environmental instability. Changing
global weather patterns are causing severe physical risks,
both acute and chronic.
Suppliers
Some large OEMs will cease ICE production by 2035
as ICE LCVs become increasingly available. Increased
competition from China will have stimulated affordable
EV ownership. Accelerating innovation in battery
technologies has reduced the need for critical minerals,
increasing supply chain resilience and security.
Significant increases in carbon prices will be implemented
from 2030 onwards to discourage the use of materials
produced by carbon-intensive nations. Limited innovation
in new battery production and technologies will increase
battery demand, further driving demand for critical
minerals and steep cost increases from 2030.
Global economic instability and geopolitical issues have
hindered efforts to reduce emissions, leading to limited
investment in innovative low-carbon solutions. Significant
changes in weather patterns and events impact global
supply chains, resulting in sizeable price increases.
Operations
Low-emission LCVs optimised to meet varied operational
requirements are readily available. Continued investment
in training and infrastructure advances the electric vehicle
mobility ecosystem. Facilities' emission reductions
through high renewable capacity in the grid, with
unabated gas sharply reduced. Hydrogen used to support
industrial clusters.
Despite continuing demand, the limited availability of ICE
LCVs results in longer replacement cycles, increased
maintenance costs, and lower resale values. A growing EV
skills gap undermines confidence in the industry’s ability
toservice, maintain, and repair low-emission vehicles.
Facilities remain heavily dependent upon gas, and power
generation continues unabated to include fossil fuels.
Operations in some parts of Spain are becoming unviable
due to excessive energy costs for cooling the facilities.
To avoid the hottest parts of the day, restricted operating
hours are introduced in the summer. Many facilities in
the south of England and in Spain require costly water-
efficiency measures to address high utility costs.
Customers
Europe has become the global leader in vehicle
electrification with a regulation-driven market supported
by positive customer demand trends. Customers’ desire
to meet their carbon-reduction targets has reinforced their
demand for low-emission LCV fleets.
There is a lack of confidence in the suitability of low
emission LCVs to meet operational requirements,
which is compounded by insufficient policy incentives
to decarbonise and issues regarding the suitability of
charging infrastructure for LCVs. Cities and surrounding
metropolitan areas have introduced draconian policies to
ban all ICE vehicles in urban environments.
Unfettered growth in mobility has increased the number
of vehicles on our roads, and emissions have risen
markedly, leading to many health problems due to
poor air quality. Extreme heat events have accelerated
the degradation of materials such as asphalt and
concrete, impacting transportation speed and causing
servicedelays.
Climate outcome scenarios.
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TCFD and SECR Report continued
Table 3: Climate-related risks
Risk
rating
Timeframe
Scenario relevance Our response
Short
0-3 years
Medium
3-9 years
Long
9+ years
Transition risks
1 2 3 4 5
Technology risk – eLCVs
There is a limited supply of fit-for-purpose, low-emission LCVs
optimised to meet diverse operational requirements, which
affects our ability to transition customers’ vehicle fleets.
2 3 1 0
Orderly transition
We are continuing to grow our range of operationally suitable e-LCVs.
The Transition Plan we have written sets out our measured approach to
transitioning to low-carbon mobility and helping customers navigate this
complexity while balancing environmental ambition with operational reality.
Disorderly transition
Adaptation
Technology risk – Charging
Charging infrastructure issues hamper our customers’ and
our ability to transition to e-LCVs, e.g., off-street and public
charging for van drivers.
2 3 2 1
Orderly transition
Our Drive to Zero service provides guidance and support to help fleet
managers develop an optimal charging strategy for their operations,
vehicles and drivers.
Disorderly transition
Adaptation
Policy and legal risk – EU/UK vehicle emissions
There is misalignment between the EU Corporate Average
Fuel Economy (CAFE) regulatory timelines and the UK ZEV
mandate, with customer demand for e-LCVs. This may impact
our product offering and our ability to match customer needs.
2 2 3 0
Orderly transition
We work closely with trade bodies, such as the BVRLA, SIMI in Ireland,
and FENEVAL in Spain. They aim to guide governments on the most
effective ways to accelerate decarbonisation and transition towards low-
carbon mobility.
Disorderly transition
Adaptation
Technology risk – Low carbon HGVs
Vehicle recovery operators (VROs) predominantly use larger
HGVs. Alternative drivetrains forHGVs are lagging behind
those of other vehicles, hindering our ability to meet our
customers’ decarbonisation ambitions.
3 3 3 1
Orderly transition
We will work closely with our external network of VROs, supporting them
in developing carbon-reduction targets and plans to improve their data
collection and analysis processes, as well as to increase the adoption of
alternative, lower-carbon fuels in the short to near term.
Disorderly transition
Adaptation
Technology risk – decarbonising accident repair
Vehicle accident repair is carbon-intensive and challenging
to abate hindering our ability to meet our customers’
decarbonisation ambitions.
3 3 3 1
Orderly transition
We will gradually introduce green gas for our repair operations in the UK in
the near term, whilst investigating alternative technology. We will encourage
our large network of external accident repair suppliers to establish and
implement their own carbon-reduction targets and plans. Adoption of repair
over replacement techniques will reduce lifecycle emissions.
Disorderly transition
Adaptation
Physical risks
Rising summer temperatures may impact vehicle repair
operations by reducing workforce productivity, increasing
health and safety risks, driving higher energy costs, and
disrupting repair capacity.
4 3 4 5
Orderly transition
Business resilience plans are in place covering all operations in the UK,
Ireland and Spain. These include setting clear temperature thresholds,
providing cooling breaks, and adjusting shift patterns where required.
Disorderly transition
Adaptation
Risk of damage/loss to our vehicles and facilities due to
increasing flooding incidents.
2 1 2 2
Orderly transition
The business resilience plans also address how we will continue to
operate during and after unexpected extreme weather disruptions,
continuing operations with minimal impact.
Disorderly transition
Adaptation
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TCFD and SECR Report continued
Table 3: Climate-related opportunities
Risk
rating
Timeframe
Scenario relevance Our response
Short
0-3 years
Medium
3-9 years
Long
9+ years
Opportunities
1 2 3 4 5
The higher total cost of ownership and the demand for
operational resilience are accelerating the shift toward service-
led rental solutions for EVs.
2 2 3 2
Orderly transition
Our flexible rental terms and bundled services help reduce capital
expenditures and lower customers' ownership costs, minimising the
commercial and operational risks of transitioning their fleet to EVs.
Disorderly transition
Adaptation
Many public sector organisations aim to transition to
all-electric vehicle fleets by 2030, while private-sector
companies working with them are also adopting ambitious
carbon-reduction initiatives.
1 2 1 0
Orderly transition
We provide tailored guidance on e-LCV options and charging solutions by
gaining a thorough understanding of each customer’s fleet, operations,
and decarbonisation goals. By aligning our solutions with their strategies,
we help customers achieve their ambitious carbon reduction targets.
Disorderly transition
Adaptation
The efficiency of ICE vehicles continues to improve, and
the way a fleet is driven and managed can contribute to
emissions reductions.
2 3 2 0
Orderly transition
We provide valuable insights for fleet management through telemetry
services that detail vehicle routes, utilisation, and driver behaviour,
helping clients select optimal vehicle specifications for fuel efficiency
and emission reduction. Additionally, we offer driver safety and efficiency
training, along with advice on low-carbon fuel options.
Disorderly transition
Adaptation
The insurance sector’s journey toward decarbonisation has
made sustainability a key lever for winning and retaining
accident repair contracts.
2 2 2 1
Orderly transition
Our ambitious plans to reduce emissions from our repair operations and
those of our external vehicle repair network will help safeguard our long-
term profitability in the repair sector. Adoption of repair over replacement
techniques will reduce lifecycle emissions.
Disorderly transition
Adaptation
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Approach and methodology
We seek to enhance our disclosures through
improved year-on-year reporting. This includes
reviewing our data collection processes and our
calculation methodology. This section incorporates
emissions data presented in accordance with the
operational control approach, as required under
the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018. We have included each facility
under operational control within the figures.
The Group has used the principles of the GHG
Protocol Corporate Accounting and Reporting
Standard (revised edition), ISO 14064-1. We have
predominantly used 2025 DESNZ conversion
factors to arrive at the information supplied
(supplemented by Our World in Data 2023 and
Sustainable Energy Authority of Ireland 2023).
An independent, UKAS-accredited, third-party
assessor has verified the GHG data. Verification
includes Scope 1 and 2, and Scope 3 categories
2 (vehicles only), 3, 11 and 13, representing more
than 95% of our footprint. Our assurance reports
are available within the sustainability section of
our website.
Reporting and baseline year
Our carbon reporting and fiscal years are aligned,
so the information presented covers FY2026 as
defined in the glossary. We are in the process of
validating science-based targets. As part of our
preparation we have reset our baseline year to
FY2024. For Scope 3, our current business is
betterrepresented by the emissions in FY2024,
asin FY2022 we were still experiencing post-
pandemic impacts on our client fleet numbers.
FY2024 was reviewed and restated in our last
Annual Report (FY2025) and is an appropriate
baseline for the Group, better reflecting our
currentbusiness activities.
Energy efficiency
We continue to look for efficiency savings across
our facilities. When opening new sites, or improving
existing ones, consideration is taken to utilise
new or more efficient technology to reduce energy
consumption. For example, our new Hoddesdon
site had an EPC rating of A, with benefits including
electrical heating, solar panels and LED lighting.
We are also continuing to roll out the heating asset
replacement programme, replacing aged and
inefficient assets with new energy-efficient models.
More than 70% of our natural gas consumption is
used for our repair services. In the UK, FMGRS
have developed a 10-year plan to replace all
spray booths with newer, more energy-efficient
technology. The plan is informed by the results
from energy monitoring of new and old booths in
Accrington, together with a portfolio-wide review
ofall spray booths, ranking them by age, condition
and cost to maintain or annual maintenance costs.
TCFD and SECR Report continued
SECR Report.
Scope 3 analysis
95% of our Scope 3 emissions are from
categories 2, 11, and 13, mainly related to
vehicles within our value chain. Categories
8, 10, and 14-15 are not relevant to ZIGUP.
Other categories contribute less than 1% each,
except for Cat 1 at 2.8%. In FY2026, our Scope
3 emissions increased by 2.3% to 2,459,469
tCO
2
e, less thanthe growth of 5.9% in our
vehicle fleet.
Category 2 – Capital goods refers to the
emissions from purchased vehicles, which
we use Green NCAP’s Life Cycle Assessment
to evaluate. EVs have higher battery-related
emissions than ICE vehicles, so we expect
Cat 2 emissions to rise as we transition to EVs.
However, the lower in-use emissions from EVs
will offset this increase. In FY2026, category
2 emissions increased by 8.2% compared to
FY2025, primarily due to the types and number
of vehicles purchased.
Category 11 – Use of sold product refers to
the expected emissions from fleet vehicles we
dispose of and those sold on behalf of third
parties. As we upgrade to more efficient vehicles,
we sell older, less efficient ones. Emissions for
category 11 fell 6.6% compared to FY2025, due
to fewer vehicle sales in FY2026. Medium- to
long-term, we anticipate a decrease in emissions
as we transition to selling more EVs.
Category 13 – Downstream assets pertain
to emissions from our vehicle fleet, which
customers drive. In FY2026, our emissions
increased by 12.5%, from 769,886 tCO
2
e in
FY2025 to 865,920 tCO
2
e. This is predominantly
due to strong business growth seen in Spain,
where our fleet size increased. There were also
some increases to DESNZ emission factors for
LCVs and HGVs.
8%
99.9%
renewable electricity
at our sites
reduction in Scope 1 and 2
emissions since FY2025
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TCFD and SECR Report continued
1.1. GHG and energy
GHG emissions Unit
FY2026 FY2025 FY2024
1
(Baseline)
Scope 1 emissions
Combustion of fuel and operation of facilities
UK tCO
2
e 11,775 12,670 13,561
Non-UK tCO
2
e 2,640 2,873 3,488
Scope 2 emissions
Electricity, heat, steam and cooling
UK market-based tCO
2
e 170 286 2,395
UK location-based tCO
2
e 2,889 3,336 3,732
Non-UK market-based tCO
2
e 2 3 17
Non-UK location-based tCO
2
e 862 868 729
Total gross Scope 1 and 2 (market-based) UK tCO
2
e 11,945 12,956 15,956
Non-UK tCO
2
e 2,642 2,876 3,505
Total gross Scope 1 and 2 (market-based) Group tCO
2
e 14,587 15,832 19,461
Revenue (£m)
2
Group £m 1,636 1,555 1,521
Intensity ratio:
3
Group tCO
2
e per £m of revenue 11 13 14
Scope 3 emissions
4
Cat 2: Purchased capital goods Group tCO
2
e 460,441 425,604 371,400
Cat 11: Use of sold products Group tCO
2
e 1, 017,9 33 1,090,166 1,088,838
Cat 13: Downstream leased assets Group tCO
2
e 865,920 769,886 83 7,4 84
Other categories
5
Group tCO
2
e 115,175 118,678 134,333
Total gross Scope 3 emissions Group tCO
2
e 2,459,469 2,404,334 2,432,055
Total gross Scope 1, 2 and 3 emissions Group tCO
2
e 2,474,056 2,420,166 2,451,516
Energy consumption
Scope 1 emissions UK kWh 55,634,668 58,859,411 62,792,736
Non-UK kWh 10,333,458 11,374,025 13,948,999
Scope 2 emissions UK kWh 16,308,729 16,108,101 18,023,965
Non-UK kWh 4,812,805 4,851,601
6
4,550,161
1 Baseline reset to FY2024 according to restated emissions published in FY2025 Annual Report and Accounts.
2 Revenue excludes vehicles sales.
3 Revenue intensity ratio based on Scope 1 and Scope 2 location data. Per repair intensity based on Scope 1 and Scope 2 market data.
4 Scope 3 categories are calculated as Well-to-Wheel emissions.
5 Other Scope 3 categories includes categories 1, 3, 4, 5, 6, 7, 9, and 12.
6 Corrected figure replaces that previously published.
Scope 1 and 2 analysis
In FY2026 our Scope 1 and 2 emissions
have decreased 25% compared to our
FY2024 baseline, to 14,587 t CO
2
e. We are
continuing to show year-on-year reductions
(8% lower than FY2025) and will shortly
publish a Transition Plan which will include
updated Scope 1, 2 and 3 targets, set against
theFY2024baseline.
Our in-year reductions in Scope 1 and 2
emissions largely relates to our vehicles,
through a combination of operational
improvements in client fleet logistics, and
improved systems for data monitoring giving
greater clarity on how and where vehicles
were moved. For example, we disposed of
dedicated runner vehicles in FY2025, used to
facilitate relocation of drivers. We now support
collection and deliveries through improved
logistics, and when a runner vehicle is required
our drivers preferentially use an electric vehicle
from the available fleet.
Within Scope 1, our gas consumption
and emissions increased by 8%. This is
predominantly due to increased consumption
in repair services, alongside business growth
in this area. However, considered on a 'per
repair' basis, the CO
2
e intensity of our repair
business has improved by 6%, from 65.4 kg
CO
2
e/repair in FY2025 to 61.5 kg CO
2
e/repair
in FY2026.
3
Our Scope 2 location-based emissions
decreased, mainly due to a reduction in the
DESNZ emission factors through greater use
of renewables in the UK grid. The proportion of
renewable electricity we procure and generate
at our sites remains at 99.9%, compared to
64% in FY2024. We remain committed to
100% renewable electricity at our global sites.
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Non‑financial and sustainability information statement
We continue to evolve our non‑financial disclosures in line with emerging recommendations and
principles, ensuring we remain compliant with the reporting requirements in sections 414CA and
414CB of the Companies Act. The information is included by cross‑reference and further non‑financial
information is available in our Sustainability report and on our website at www.ZIGUP.com.
Reporting requirement Policies and standards which govern our approach Risk management and additional information
Environmental matters • Environmental sustainability policy
• Health and safety policy
• Waste and resource efficiency policy
• Whistleblowing policy
Stakeholder value and impact pages 20 to 21 Sustainability progress page 30
Our people • The Respect Training e-Learning package
• Diversity, equity and inclusion policy
• Code of business conduct
• Whistleblowing policy
• Health and safety policy
Colleague numbers by gender page 28
Diversity pages 29, 86 and 87
Stakeholder value and impact pages 20 to 21
Sustainability progress pages 26 to 29
CEO’s remuneration compared to employees page 105
Gender pay gap report published on qualifying entities’
websites
Human rights • Modern slavery statement
• Code of business conduct
• Whistleblowing policy
Governance page 80 Governance and operational reporting page 82
Anti-corruption and anti-bribery • Code of business conduct
• Whistleblowing policy
• Anti-corruption and anti-bribery policy
Governance page 80 Governance and operational reporting page 82
Social matters Sustainability progress pages 26 to 29 Stakeholder value and impact page 20 to 21
Policy embedding, due diligence and outcomes Governance framework and structure page 78 Board activity during the year page 77
Report of the Audit Committee pages 88 to 93
Principal risks and impact on business activity Identifying and managing risks pages 45 to 48 Principal risks and uncertainties pages 49 to 56
Description of business model Our business model page 18 Our strategy page 22
Non-financial key performance indicators Key performance indicators page 33
Non-financial and sustainability
information statement
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Non‑financial and sustainability information statement continued
Disclosures in compliance with the requirements of the UK Companies Act 2006
(as required by 414CA and 414CB) can be found in our report as follows:
Companies Act climate-related financial disclosure Location of disclosure within this report
Governance arrangements for assessing and managing climate-related risks and opportunities Climate governance page 59
How ZIGUP identifies, assesses and manages climate-related risks and opportunities Climate risk management page 62
Integration of climate-related risk identification, assessment and management processes into our overall risk management process Identifying and managing risks pages 45 to 48
Climate risk management page 62
Principal climate-related risks and opportunities arising in connection with our operations Climate-related risks page 64
Climate-related opportunities page 65
The time periods by reference to which those risks and opportunities are assessed Climate risk management page 62
The actual and potential impacts of the principal climate-related risks and opportunities on the business model and strategy
in different climate-related scenarios
Climate-related risks page 64
Climate-related opportunities page 65
Resilience of our business model and strategy in different climate-related scenarios Climate-related risks page 64
Climate-related opportunities page 65
Our targets to manage climate-related opportunities and performance against targets Climate metrics and targets pages 30, 60 and 67
Key performance indicators for assessing progress against targets Climate metrics and targets pages 60 and 67
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Key stakeholders
Promoting success for the benefit of all.
In accordance with Section 172 of the Companies Act 2006 (Section 172), the Group
and its Directors act in the way that they consider in good faith would most likely
promote the success of the Company for the benefit of its members as a whole.
Throughout the Annual Report and Accounts, we provide examples
of how the Group has taken into account the likely consequences
of decisions in the long-term, fosters and builds relationships with
stakeholders. The Board understands the importance of engaging
with our people and gives consideration to their interests, recognises
the impact of our operations on the communities and regions where
we operate and the environment we depend upon and attributes
importance to behaving as a responsible business.
The Board appreciates the importance of effective stakeholder
engagement and considers its stakeholders’ views in its decision
making and in setting its strategy. The Board also understands the
need to act fairly between the Group’s members. Although the Board’s
decisions do not always impact all of the Group’s stakeholders
to the same extent, by having a process in place for decision
making, the Board ensures that it has due regard for the interests
of its stakeholders, including our people, customers, suppliers,
shareholdersand regulators, when making decisions.
Section 172 statement
Our people
Community
Partners and
suppliers
Governments
and regulators
Customers and
consumers
Investors
More details on stakeholder engagement can be found throughout
the Annual Report and Accounts and in particular on page 83. The
following principal decisions and activities provide specific examples
of how the Board and its Directors have complied with Section 172
and have considered, individually and collectively, stakeholder
interests and impacts in making different decisions that support the
implementation of the Group’s strategy and the delivery of the Group’s
objectives now and in the longer term.
Details of how the Group’s Board and committees of the Board
operate, their responsibilities, and the matters they considered during
the year are contained in the Corporate Governance Report on
pages 80 to 83.
The Group’s continuing strength is underpinned by our business model
and strategic framework which is central to Board decision making
Our strategic focus reflects our consideration of the interests of our
key stakeholder groups. As the Group continues to grow organically
and through acquisitions, the Board will continue to review the Group’s
performance and delivery of its strategy.
Section 172 statement
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Section 172 statement continued
Customers and consumers
Our integrated proposition provides a broad customer offering across vehicle rental, vehicle data,
accident management, vehicle repairs, fleet management service and maintenance, vehicle ancillary
services and vehicles sales.
• The Board has supported this strategy because it affords our customers greater simplicity and
efficiency benefits through outsourcing to us, and we have seen that this approach has been central to
our success in winning a number of large multi-year contracts in recent years
• We regularly engage with our customers to understand their needs and enable them to receive
the widest benefits of our proposition (whilst being mindful of supply chain and other economic
challenges). As part of this, the Board has considered both the services customers look to receive,
and the requirements that underpin demand for these services
• Our financial strength enables the Group to continue to provide both existing and new customers with
a broader product offering. We continue to explore inorganic opportunities to further grow our services
and product suite. We recognise the need to be agile and responsive in a challenging economic
environment benefitting the customers and communities in which we operate
• The Board approved new or renewed contracts with a number of key insurance referral partners in line
with the Group’s delegation of authority policies
Partners and suppliers
Our partnerships with suppliers and business partners are fundamental to delivering consistent quality
and long-term value. Through collaborative relationships, clear standards and responsible sourcing,
wework together to maintain reliability, efficiency and shared success across our supply chain.
• The Board has taken care in reviewing current and future fleet supply conditions in the markets in
which we operate
• The Board has also invested significant time and expertise considering the Group’s pipeline of
vehicles, as the Group has focused on building and maintaining relationships with OEM providers of
EV and ICE vehicles to broaden and enhance our fleet proposition and provide versatility and diversity
for our customers
• The Group regularly reviews its supply chain and maintains appropriate supplier codes of conduct,
including compliance with the national living wage and supporting the welfare of the people who work
for our suppliers. During the year, the Board reviewed and approved the Modern Slavery Statement,
which builds on how we work with suppliers to ensure that there is a culture of ethical trading
throughout our supply chain and also approved an updated Anti-Slavery and Human Trafficking policy
• The Board reviewed the adoption of a science-based emissions reduction target during the year. In
doing so, the Directors considered the Group’s long-term environmental impact and the importance of
working collaboratively with suppliers and partners to address emissions across the value chain. The
Board believes this approach supports sustainable growth while strengthening relationships with key
partners and enhancing resilience within the supply chain
• As part of the simplification of the Group’s UK&I operating model, the Group is seeking to deliver
procurement efficiencies through engagement with its supply chain with a view to embedding long-
term mutually beneficial relationships
Our people
Our people are central to our continued success. By fostering an inclusive culture, investing in
development and supporting wellbeing, we aim to empower our employees to perform at their best
andcontribute to the long-term strength and resilience of our organisation.
• Effective recruitment, development and reward are essential to the continued success of the Group’s
businesses and strategy, supporting and incentivising our colleagues to deliver value and high levels
of service to our customers
• During the year the Board placed increased emphasis on leadership succession and organisational
effectiveness to support the Group’s long-term strategy
• The Group conducted its annual Have Your Say survey during the year, achieving strong levels of
colleague participation across the workforce. Survey results highlighted stable engagement levels,
increased confidence in the Group’s strategic direction and improved visibility of senior leadership.
Key themes included colleagues’ strong affiliation with their direct managers, pride in the service
provided to customers and recognition of collaboration and teamwork across the business. The
survey also identified continued opportunities to enhance fairness of progression, recognition and
reward, which remain areas of focus for the Group
• The Board reviewed and approved the Board Diversity and Inclusion statement during the year,
reaffirming its commitment to maintaining a diverse and inclusive Board. In reaching this decision,
the Board recognised that diversity of skills, experience, background and perspective strengthens the
quality of debate, supports effective decision making and is in the long term interests of the Company
and its stakeholders
Our wider workforce: The Board remained focused on our people throughout the year, recognising the
importance of supporting colleagues through decisions on pay and benefits across the wider workforce.
In considering the FY2027 pay review, the Board approved a 2.5% salary increase for colleagues at the
mid to senior levels, while colleagues in the UK earning below £12.71 per hour received a pay increase
which aligned with changes to the National Minimum Wage. The Group also continued to deliver on
its commitment to help our colleagues invest in the Company and promote their alignment with and
participation in the Group’s strategy through participating in the SAYE scheme and the Group’s Free
Share programme, under which all colleagues were provided with £500 of free shares in the SIP.
For further information on our people, see pages 26 to 29.
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Section 172 statement continued
Investors
Our unique proposition, continuing strong performance and financial resilience alongside a robust
capital allocation approach offers an attractive proposition to equity investors and debt lenders.
• The Executive Directors maintain a regular dialogue with our shareholders, analysts and prospective
investors on the Group’s strategy and performance
• Our annual general meeting (AGM) is an important event in our calendar, offering a constructive
opportunity to engage with shareholders, hear their views and answer questions about the Group. This
year’s AGM will be held on Tuesday 29 September 2026 and provides an opportunity for shareholders to
put questions to the Board in person and in advance. Further details are included in the Notice of AGM
• The Group’s strong financial profile supports our longstanding relationships with lenders, providing
uswith the financial flexibility to operate and grow our businesses and strategic proposition
• The Group has maintained a conservative approach to capital allocation and leverage has remained
within our 1 to 2x target range, being 1.9x at 30 April 2026. The Board declared an interim dividend of
8.8p per share and has proposed a final dividend of 18.2p per share, subject to shareholder approval
at the AGM, bringing the total dividend in the year to 27.0p, a 2.3% increase on the prior year
• Throughout the year we undertook a programme of investor engagement activities, are set out on
page 83, which provided a breadth of opportunities to discuss the Group's strategy, operational
performance and long-term growth plans. This programme is supported by the Board, and feedback
from investors and analysts is shared with the Board to ensure Directors remain informed of
shareholder perspectives and can take these views into account when making decisions that promote
the long-term success of the Group
The Board will continue to review the capital allocation priorities of the Group, taking into account the
long-term interests of the Group and all of its stakeholders.
Community
Our focus on community includes those communities where we, our customers and suppliers work
around the world, as well as the communities we serve. We prioritise positive dialogue with our
community stakeholders as we believe they, collectively, provide our 'licence to operate'.
• During the year, the Group made significant progress in its sustainability roadmap. The Board
monitored progress towards the Group’s Scope 1 and 2 targets, and received updates from the CFO
and Group Head of ESG at Board meetings on the work of the Sustainability Committee
• The Head of ESG presented to the Board on several EU sustainability reporting standards, including
their potential impact on the Group’s disclosures and operations. These updates informed the Board’s
understanding of emerging regulatory obligations
• The Board continued to support the Group’s participation in the Darlington Cares programme,
a partnership of local employers working collaboratively to deliver volunteering and community
initiatives in the Darlington area
• The Executive Committee approved a Group volunteering policy during the year to support colleagues
in contributing their time and skills to community initiatives. The Board recognises the importance
ofsupporting community engagement and employee participation in volunteering activities across
theGroup
Governments and regulators
Our commitment to responsible operations, transparency and compliance supports constructive
engagement with Government and regulatory bodies. Through strong governance, robust risk
management and adherence to regulatory standards, we aim to contribute positively to the markets
andcommunities in which we operate.
• The Board recognises the importance of maintaining constructive relationships with Government
bodies and regulators and ensuring compliance with evolving regulatory requirements. During the
year, the Board monitored developments in the UK regulatory landscape, including reforms introduced
under the Economic Crime and Corporate Transparency Act 2023, and continued to strengthen
internal controls and governance processes to support fraud prevention and corporate transparency
• The Board also monitors developments in areas such as environmental regulation, road safety
standards and corporate transparency requirements and considers the implications of these for its
operations and long-term strategy. The Board also oversees the Group’s policies which are designed
to support regulatory compliance
Further information
Further information on the Board’s principal activities can be found in the governance section on page 77.
Inaccordance with our duty to do so under Section 172(1) of the Companies Act 2006, the Board, individually
and collectively, has acted in a way that it considers, in good faith, is most likely to promote the success of the
Company for the benefit of its members as a whole.
The Strategic report up to and including page 72 was approved by the Board on 7 July
and signed on its behalf by:
Martin Ward
Chief Executive Officer
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Corporate governance Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report
Corporate
governance.
74 Chairman’s introduction to governance
76 Governance at a glance
78 Governance structure and responsibilities
79 Board of directors
80 Corporate governance
84 Report of the Nominations Committee
88 Report of the Audit Committee
94 Introduction to the Remuneration Report
97 Remuneration at a glance
99 Directors’ Remuneration report
110 Report of the Directors
114 Statement of Directors’ responsibilities in
respect of the financial statements
115 Independent auditor’s report to the
members of ZIGUP plc
Corporate Governance
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Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report Corporate governance
Dear stakeholder,
On behalf of the Board, I am pleased to present the
Corporate Governance Report for the year ended
30 April 2026. I have included a summary of the
Board’s key areas of focus and activities throughout
the year. I have also outlined the Group’s wider
corporate governance framework, which underpins
our decision making and business operations. The
Board remains firmly committed to high standards
of governance as we continue to pursue long-term
value creation for all our stakeholders.
Throughout the year, the Board remained focused
on strategic execution, leadership succession and
maintaining a robust control environment as the
Group continues to evolve.
UK&I Operating model
In December 2025, alongside our half-year results,
we announced a new operating model for the UK&I
businesses. The revised structure is designed to
simplify our operating model and enhance clarity of
responsibility and operational efficiency.
Chairman’s introduction to governance
Growth focused,
long-term
governance
management.
Our Board is committed
to maintaining strong
leadership and
governance to support
disciplined growth and
long-term value.
Avril Palmer-Lavery
Chairman
See a detailed account of activities Page 77
Strategy, capital allocation,
and risk oversight
The Board devoted significant time during the year
to reviewing the Group’s strategy, capital allocation
framework, and long-term financial resilience.
The Board also maintained close oversight of the
Group’s principal and emerging risks, including
funding and liquidity risks, supply chain dynamics,
regulatory developments, and operational
performance. The effectiveness of the internal
control framework was monitored through reports
from the Audit Committee and Group Internal
Audit function.
Executive leadership and succession
We were delighted to welcome Rachel Coulson to
the Board in August 2025. She has completed a
comprehensive induction programme since she
joined, spending time across the business and
meeting with key stakeholders.
2026 Governance activities
• Assessed progress on the Group’s strategic
framework and purpose
• Reviewed succession plans for the Board and
senior management
• Oversaw the induction process for
Rachel Coulson
• Reviewed the Group’s performance,
including approval of the strategic plan
• Approval of shareholder dividends
• Reviewed and approved significant investment
decisions and commercial contracts in line with
the Group’s delegation of authority policy
• Reviewed and approved actions from the
Have Your Say survey and decisions on
pay arrangements
• Undertook an internally facilitated evaluation of
the Board and committees
• Reviewed updates to the Group’s governance
processes, policies and framework
Chairman’s introduction to governance
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Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report Corporate governance
Chairman’s introduction to governance continued
Culture and stakeholder engagement
As the Group has evolved, the Board has remained
focused on ensuring that our culture supports
high standards of integrity and accountability
and responsible decision-making, Employee
engagement, leadership behaviours, and
stakeholder considerations form an integral part of
Board discussions, consistent with our statutory
duties and long-term value creation objectives.
The Board believes that the strengthening of the
executive team, the introduction of the revised UK&I
operating model and continued focus on governance
and risk management, position the Group well for
the future. We remain committed to maintaining high
standards of governance and supporting sustainable
growth and long-term shareholder value.
Diversity
The Board is committed to operating in a way
that supports diversity and inclusivity, and this is
integral to how succession plans are prepared and
recruitment is carried out.
In 2024, the Board approved a target for 10%
representation of ethnically diverse groups within
senior management by 2027, and we continue to
monitor progress against this target.
We have met the diversity targets outlined in the
FTSE Women Leaders Review and the Parker
Review to have at least 40% female representation
on the Board and at least one Director from an
ethnic minority background. We also complied
with the Board and senior executive gender and
ethnicity targets set out in the Listing Rules. Female
representation on the Board at 30 April 2026 was
50%. The Board will continue to make appointments
to the Board having due regard to the benefits of
diversity, social and cognitive personal strengths.
The Group was also recognised as one of the
strongest performers across the FTSE 350 for
progress in female representation on boards,
reflecting the Board’s sustained focus on building a
balanced and inclusive leadership team. Over the
period 2021 to 2025, the Company increased female
representation by 36ppt from 14% to 50%,
representing the highest level of improvement
across the FTSE 350 and FTSE 250. In addition,
the Company was recognised among the FTSE 250
companies reporting the strongest year-on-year
progress in 2025, with a 12.5ppt increase.
These outcomes reflect the Company’s continued
commitment to diversity, effective succession planning
and the development of a high-performing Board with
a range of perspectives skills and experience.
Sustainability
The Group continues to place importance on
embedding ESG principles in its governance
programme which underpins the Group’s long-term
success. The CFO has responsibility for oversight
of our climate change agenda and chairs the
Sustainability Committee. Further information relating
to the work of the Sustainability Committee and
climate-related responsibilities, including TCFD, can
be found on page 67.
Compliance with the UK Corporate
Governance Code 2024 (the Code)
The Company is subject to the principles and
provisions of the Code, a copy of which is available at
www.frc.org.uk. For the year ended 30 April 2026, the
Board considers that it has applied the principles and
complied in full with the provisions of the Code.
Board effectiveness
As Chairman, I am responsible for ensuring that the
Board operates effectively, and that the Board, its
committees and each individual Director is evaluated
on an annual basis. For FY2026, an internal evaluation
process was carried out. The outcome of the evaluation
confirmed that all of our Directors contribute
effectively and continue to demonstrate commitment
to their roles, and that the Board and its Committees
continue to operate effectively. The evaluation process
and its outcomes are described on page 81.
Avril Palmer-Lavery
Chairman
7 July 2026
Principles of the Code
1. Board leadership and Company purpose
A. Effective Board page 75
B. Purpose, values and culture page 82
C. Governance framework page 78
D. Stakeholder engagement pages 20, 21 and 83
E. Workforce policies and practices page 82
2. Division of responsibilities
F. Role of Chairman page 75
G. Independence page 80
H. External commitments and conflicts of Interest page 80
I. Board resources page 78
3. Composition, succession, and evaluation
J. Appointments to the Board page 86
K. Board skills, experience, and knowledge page 85
L. Annual Board evaluation page 81
4. Audit, risk and internal control
M. External auditor and internal auditor pages 92 and 93
N. Fair, balanced and understandable review page 91
O. Internal financial controls and risk management page 90
5. Remuneration
P. Linking remuneration to purpose and strategy pages 94 to 109
Q. Remuneration policy review pages 94 to 109
R. Performance outcomes in 2025/2026 pages 94 to 109
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The Group was recognised for the progress made
in relation to the FTSE Women Leaders. For further
information regarding Board diversity refer to page 87.
Rachel Coulson joined the Board in the
year. See further details of our Board
composition and breadth of skills.
See skills matrix Page 85
The Board remains committed to robust
governance and complies fully with all
provisions of the code.
Fully compliant
Governance at a glance
Directors’ attendance at Board and Committee meetings during the year is detailed as follows:
Board Nominations
1
Audit
1
Remuneration
1
Number of meetings 10 2 4 4
Avril Palmer-Lavery 10 2 4 4
Martin Ward 10 2 4 4
Rachel Coulson
2
7 2 2 2
John Pattullo 10 2 4 4
Mark Butcher 10 2 4 4
Bindi Karia 10 2 4 4
Mark McCafferty 10 2 4 4
Nicola Rabson 10 2 4 4
1 Including attendance by invitation at Nominations, Audit and Remuneration Committee by Directors who are not members of those Committees.
2 Rachel Coulson was appointed in August 2025; prior to this Richard Clay attended the meetings as Interim CFO.
Board independence
Board gender balance
Board ethnicity balance
1
Non-Executive Director (including Chairman) tenure
as at 30 April 2026
Chairman, independent
on appointment
1
Executive Directors 2
Independent Non-Executive
Directors
4
Additional Non-Executive
Director
1
Male 4
Female 4
White 7
Ethnic minorities 1
0–4 years 2
5–7years 3
7+ Years 1
The graphs above represent the position as at 30 April 2026.
1 Applying UK Office for National Statistics ethnicity categories of: Asian; Black; Mixed/
Multiple Ethnic Groups; Other Non-White Ethnic Group, in alignment with the listing rules.
Governance at a glance
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Governance at a glance continued
Our annual agenda reflects our strategy and gives us sufficient time to discuss and develop
our strategic proposals to continue to promote the long-term prosperity of the Group.
Annual agenda.
• Strategy day in Spain
and update from Spanish
leadership team
• Review of UK&I procurement
efficiency and restructuring
plans
• Approval of Board
Committees terms
of reference
• Update on SBTi compliant
targets by the Head of
Sustainability
• Approval of Risk Management policy
• Review of Have your Say
Survey results
• Approval of the Group budget
• Approval of the UK&I fleet
insurance policy
• Approval of pay proposal structure
Regular reports
• CEO business commentary
• CFO financial commentary
• Business reviews
• Risk management reports
• Legal and regulatory updates
• Health and safety reports
• Quarterly technology updates
Key activities and approvals
• Annual Report and interim
financial statements
• Final dividend proposal and
interim dividend declaration
• Annual budget and strategic
plan
• Annual review and approval of
risk appetite framework
• Annual review and approval of
internal control effectiveness
• Approval of Risk Appetite
framework and Group
policies
• AGM
• Operational site visit including
Claims & Services management
presentation
• Health and safety updates from
Group Head of Health and Safety
• Update on key technology projects
• Board Evaluation review
• Review of Have your Say Survey results
• Approval of tax strategy and
Group policies
• Approval of final dividend
• Approval of preliminary results, Annual
Report and Accounts and associated
shareholder documents
JUNE 2025
OCTOBER 2025
JANUARY 2026
APRIL 2026
NOVEMBER 2025
SEPTEMBER 2025
MARCH 2026
• Approval of Modern Slavery
statement and policy
• Approval of interim dividend
and half-year results
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Governance structure and responsibilities
Board
The Board’s role is to ensure the long-term sustainable success of the Group by setting the strategy through which value can be created and preserved for the
mutual benefit of our shareholders, customers, our people, and the communities we serve. The Board provides rigorous challenge to management and ensures
the Group maintains an effective risk management and internal control system with oversight of risk management processes and key risks.
Executive Committee
Responsible for developing, implementing and monitoring the execution of strategic objectives
as well as horizon scanning for further strategic opportunities.
Key executive-led committees
Sustainability Committee
Responsible for; defining the Group’s strategy relating to
sustainability matters;governance of its programme, including
climate-related reporting; and for implementing the Group’s
sustainability strategy.
Group Risk Committee
Assists the Board in its oversight of the risk management
framework and is designed to identify, manage and mitigate the
risks that the Group faces in the operation of its businesses and
the execution of its strategy.
Group Management Boards
Responsible for the day to day
management of the business.
Audit Committee
Provides independent assessment of the financial affairs
of the Group; reviews and provides oversight of financial
reporting controls. Responsible for reviewing the effectiveness
of the internal and external audit processes. The Committee
comprises Independent Non-Executive Directors only.
Remuneration Committee
Responsible for determining and approving the Remuneration
policy and recommending its approval to shareholders.
Responsible for setting the remuneration of the Chairman,
Executive Directors, and Executive Committee having regard
to pay across the workforce. Ensuring that workforce policies
and practices are aligned with the Group’s purpose, values, and
long-term strategy. The Committee comprises the Chairman
and Independent Non-Executive Directors.
Nominations Committee
Responsible for keeping under review the skills and experience
of the Board and its committees; the recruitment of new
Directors; ensuring orderly succession plans for the Board,
and Executive Committee, and for overseeing the
implementation of the Board Diversity and Inclusion policy.
The Committee comprises the Chairman and independent
Non-Executive Directors.
Report of the Audit Committee on Pages 88 to 93 Directors’ Remuneration Report on Pages 94 to 109 Report of the Nominations Committee on Pages 84 to 87
There is a clear and effective leadership structure in place for the Group. The Board has established three principal Board committees to assist with the execution of its responsibilities. These are the Audit Committee,
Remuneration Committee and Nominations Committee. Each committee operates under its own terms of reference which are approved by the Board. The terms of reference are reviewed annually and can be found on the
Company’s website www.ZIGUP.com.
Governance structure and responsibilities
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Board of Directors
1 Avril Palmer-Lavery
Non-Executive Chairman
Board tenure 6 years
2 Martin Ward
Chief Executive Officer
Board tenure 6 years
3 Rachel Coulson
Chief Financial Officer
Board tenure <1 year
4 John Pattullo OBE
Senior Independent Director
Board tenure 7 years
5 Mark Butcher
Non-Executive Director
Board tenure 6 years
6 Bindi Karia
Non-Executive Director
Board tenure 4 years
7 Mark McCafferty
Non-Executive Director
Board tenure 6 years
8 Nicola Rabson
Non-Executive Director
Board tenure 3 years
Key
C
Chairman of Committee
N
Nominations Committee
A
Audit Committee
R
Remuneration Committee
Our leadership.
The Directors of the Company who were in office during the year and at the
date of signing the financial statements are as noted below.
Board of Directors
1 24 3 567 8
For full detail regarding Board member biographies please refer to the website
For further information relating to the ZIGUP plc Board skills matrix,
see page 85 of the Nominations Committee Report.
Find out more on our website www.ZIGUP.com
Board of directors
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Corporate governance
This Corporate Governance Report sets out how the Board promotes high standards of governance and accountability across the
Group. It explains how the governance framework supports the long‑term success of the business via a collaborative culture and
effective decision making whilst protecting wider shareholder and stakeholder interests.
Section 172
The Board is committed in its duties in relation
to Section 172 of the Companies Act to promote
the success of the Company. The Board seeks
to understand the views of the Company’s key
stakeholders and how their interests and the
matters set out in Section 172 are considered in
Board discussions and decision making.
A description on how the Board has evidenced this
is included in the Section 172 statement on
pages 70 to 72.
Information and communication
The Chairman ensures that all Directors are
appropriately briefed so that they can discharge
their duties effectively. Management accounts
are prepared and submitted to the Board
monthly. Before each Board meeting appropriate
documentation on all items to be discussed is
circulated. The Company Secretary is available
to the Non-Executive Directors and can facilitate
Board training events whenever required. The
Non-Executive Directors meet without the
Executive Directors present, and the Senior
Independent Director leads the evaluation
process of the Chairman.
Each reporting segment of the Group prepares
monthly management accounts which include
a comparison against their individual business
plans and prior year performance. Management
reviews any variance from targeted performance
levels. These commentaries are consolidated and
submitted to the Board. Year-to-date actuals are
used to guide forecasts, which are updated regularly
and communicated to the Board.
Independence
Pursuant to those provisions of the Companies
Act 2006 relating to conflicts of interest and in
accordance with the authority contained in the
Company’s Articles of Association, the Board has
put in place procedures to deal with the notification,
authorisation, recording and monitoring of Directors’
conflicts of interest and these procedures have
operated effectively throughout the year and to the
date of signing of this Annual Report and Accounts.
Following the acquisition of Redde plc by the Group
in 2020, Mark McCafferty joined the Board. Prior
to this, he had completed 10 years’ service on
the Redde plc Board. Due to his previous service,
Mark has served consecutively on both Boards for
over nine years. As set out in provision 10 of the
Code this is a matter that is relevant to the board’s
determination of independence. Upon assessment
against this criteria, Mark McCafferty is not
considered to be independent.
The Board remains of the opinion that despite Mark
not being considered independent he was objective
throughout the year and that he made thoughtful
and valuable contributions to the Board and
continued to constructively challenge management
and other members of the Board as appropriate.
Audit and internal control
The Report of the Audit Committee on pages 88 to
93 describes the work of the Committee and how it
discharges its roles and responsibilities. The Board
is accountable for the Group’s success and dealing
with the challenges it faces. The Board reviews the
results, risks and opportunities facing the Group.
The Audit Committee plays a key part in this work,
monitoring and evaluating the Group’s processes
and internal controls and providing a layer of
independent oversight over our key activities. The
Group’s systems of risk management and internal
control ensure that our businesses operate within
risk appetite levels approved by the Board.
These are set out in the Identifying and Managing
Risk report on pages 45 to 48.
Internal control
Although no system of internal controls can provide
absolute assurance against material misstatement
or loss, the Group’s own systems are designed to
provide the Directors with reasonable assurance
that, should any problems occur, these are identified
on a timely basis and dealt with appropriately.
Confirmation that the Board has performed an
assessment of the risk management and internal
control systems of the Group, as required by the
UK Corporate Governance Code (the Code) is
contained in the Identifying and managing risk
report on pages 45 to 48.
Cyber security and data privacy
Regular training programmes keep our colleagues
informed about data protection and security
risks and we operate rules and procedures in our
contact centres to mitigate risks. We make ongoing
investment to improve systems development and
security, ensuring our technology remains strong
and secure and we actively decommission outdated
applications, platforms, and infrastructure to
maintain an efficient and modern IT environment.
We continue to develop our security operations to
provide visibility of potential threats and enable
us to quickly address vulnerabilities. We perform
periodic vulnerability assessments and penetration
testing. We regularly review and test our incident
plans, including business continuity and IT
disaster recovery plans, to ensure resilience
and preparedness.
Remuneration
The Remuneration report, on pages 99 to 109,
describes the work of the Committee during the
year. It sets out how executive remuneration
is aligned to the Group’s purpose, values, and
strategy. It also shows how workforce remuneration
and related policies have been considered in its
decision making regarding executive remuneration.
Compliance with the Code
The Company is subject to the principles and
provisions of the Code, a copy of which is available
at www.frc.org.uk. For the year ended 30 April
2026, the Board considers that it has applied the
principles and complied in full with the provisions of
the Code.
Leading with good corporate governance.
Corporate governance
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Corporate governance continued
Board evaluation.
During the year, the Board undertook its annual
effectiveness review through a structured
questionnaire and evaluation process covering
the Board, its committees and key governance
processes.
The review considered a range of areas including
Board composition, strategy, risk oversight,
succession planning, Board dynamics, information
flows, committee effectiveness and support
provided by the Company Secretariat department.
The results of the review confirmed that the Board
continues to operate effectively and that there
remains a strong culture of openness, constructive
challenge and mutual respect between Executive
and Non-Executive Directors. The Board remains
satisfied that it has an appropriate balance of skills,
experience and behavioural capabilities to support
the Company’s strategy and long-term success.
Strengths identified during the review included the
quality of chairmanship, the effectiveness of Board
discussions, the relationship between Executive
and Non-Executive Directors. Directors also
highlighted the value of regular Board site visits
which facilitate regular presentations from senior
leaders, enhancing the Board’s understanding of
the business and its operations.
The review of the Chairman’s performance was led
by the Senior Independent Director, and the findings
were presented to the Board without the Chairman
being present. It was noted that the Company
benefitted substantially from the Chairman’s deep
industry and marketplace knowledge; she facilitated
the effective contribution of each Non-Executive
Director and fostered constructive relationships and
communications within the Board.
The Board concluded that it continues to operate
effectively and that no significant issues were
identified which would prevent it from discharging its
duties and responsibilities effectively.
In accordance with the UK Corporate Governance
Code, the Board intends to undertake an externally
facilitated Board evaluation in FY2027. This review
will provide an independent assessment of the
effectiveness of the Board and its committees, the
outcome of which will be reported in the FY2027
Annual Report and Accounts.
An internal Board evaluation took place in the year in accordance with
our three-year cycle, the outcomes of which can be seen below.
Year 1 – External
Externally facilitated Board evaluation.
Year 2 – Internal
Internal evaluation facilitated by the Company Secretary.
Year 3 – Internal
Internal evaluation facilitated by the Company Secretary.
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Corporate governance continued
Governance and operational reporting.
Culture-related matters are embedded within regular Board
reporting, including updates on risk, internal audit, health
and safety performance, whistleblowing, modern slavery
compliance, and regulatory matters. The Group’s Code of
Conduct, compliance training, and whistleblowing procedures
support consistent ethical standards across the organisation,
with matters escalated through the Audit Committee where
appropriate. The Spanish business is managed locally and
receives assurance through reporting mechanisms and
the Group’s governance framework. The Spanish business
also maintains multiple confidential reporting channels,
enabling colleagues and colleague representatives and other
stakeholders to raise concerns relating to discrimination,
harassment or inappropriate conduct. All concerns are
investigated through established procedures.
Outcomes and actions:
Regular reporting enables the Board to monitor alignment with
the Group’s standards and values, while oversight through the
Audit Committee reinforces accountability, compliance and
ethical conduct. These arrangements provide assurance that
the Group’s values and expected standards of conduct are
embedded consistently across all operations, including Spain.
Engagement with leadership.
The Board engages regularly with Executive Directors and
senior leadership through Board and Committee meetings,
with culture forming a standing area of focus. During the year,
discussions focused on the evolution of the Group’s Inclusion
Strategy, the establishment of the UK&I Inclusion Squad and
local inclusion networks, alongside the transition to the new
UK&I operating model, reinforcing collaboration, accountability,
and leadership visibility.
Outcomes and actions:
Board discussions provided insight into leadership behaviours
and how the Group’s values are embedded across the business.
During the year, the Board supported the preparation for
transition to the Northgate Mobility and FMG operating model
and strengthened executive accountability for inclusion.
Workforce engagement
The Board receives feedback from the Voice Network,
management reporting and the Have Your Say survey, alongside
insight gained through Board and Executive Committee site visits
across the UK and Spain. The Spanish business is also committed
to maintaining an inclusive and respectful workplace and, in line
with Spanish legislation, has implemented Equality and LGBTi
plans to support equal opportunities, diversity and appropriate
workplace conduct. These initiatives contribute to a culture of
openness, accountability and inclusion, supporting fair treatment
and a safe and respectful working environment for all colleagues.
The survey results highlighted positive levels of engagement
scores across both UK&I and Spain. In UK&I, 81% of colleagues
said they are treated with respect and 86% felt accepted for
who they are. Confidence in the Group’s strategy and direction
strengthened, with 80% believing the Group is well positioned
to succeed and grow over the next two years, up four ppts year
on year, while understanding of individual contribution increased
to 76%. Leadership visibility also improved, with 68% agreeing
senior leaders are visible across the organisation. In Spain,
90% of colleagues said they are treated with respect and 91%
felt accepted for who they are. Confidence in the Group’s future
direction increased to 90%, while understanding of individual
contribution rose seven ppts to 87%. Leadership visibility
improved significantly, with 70% agreeing senior leaders are
visible across the organisation, up 10 ppts year on year.
Outcomes and actions:
These insights informed actions taken during the year, including
strengthening DE&I governance, establishing the UK&I inclusion
Squad, increasing site engagement, and introducing leadership
podcasts to further support colleague engagement, visibility, and
communication. The Board remains focused on ensuring culture
is consistently experienced across the Group and that colleague
feedback informs decision making and strategic priorities.
How the Board monitors culture.
The Board monitors culture through leadership engagement, governance reporting, and workforce insight,
enabling oversight of how the Group’s values are embedded and experienced across the business.
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Corporate governance continued
The Board is committed to an open, ongoing and broadening dialogue with our shareholders.
Shareholder engagement.
The Company engages actively with analysts and investors and is open
and transparent in its communications. The Board is updated regularly
on the views of its shareholders through briefings and reports from
those who have interacted with shareholders, including the Directors,
the Head of Investor Relations and the Company’s equity brokers.
The Board and the Company’s investor relations team engage directly
with investors through a variety of communication channels, such as:
• Direct shareholder consultations, when considering matters
of material impact to the Group, such as consultation on the
Remuneration report and policy;
• Annual and Interim Reports and results presentations which are
available to all shareholders and also include the contact details for
the Company Secretary;
• Participation in investor conferences, roadshows and meetings with
institutional investors and analysts throughout the year, providing
opportunities for the Board and management to discuss the Group’s
strategy, operational performance and market outlook;
• Regular communications directly from the Investor Relations team,
including investor newsletters and updates, designed to keep
shareholders informed of key developments across the Group; and
• ZIGUP plc’s award-winning corporate website demonstrating
continued focus on delivering clear, accessible and engaging
communications for investors and other stakeholders.
MAY 2025
• IR newsletter
SEPTEMBER 2025
• AGM
DECEMBER 2025
• Interim results
and roadshow
• Investor meet
fireside chat
FEBRUARY 2026
• Panmure Liberum
conference
APRIL 2026
• Lender and
investor site
visits
• Barclays CEO
fireside chat
• FY2025 results
and roadshow
• Investor meet
fireside chat
JULY 2025
• IR newsletter
• NDR roadshow day
• Deutsche Bank
conference
• US roadshow trip
(NYC/Chicago)
• Analyst site visit to
Blakedale
• Berenberg conference
• IR newsletter
MARCH 2026
OCTOBER 2025
JANUARY 2026
The Group’s financial results and other news releases are published via the London Stock Exchange’s Regulatory News Service or another Regulatory Information Service.
Shareholders and other interested parties can subscribe to receive these news updates by email by registering online via the website.
Avril Palmer-Lavery
Chairman
7 July 2026
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Report of the Nominations Committee
Our focus has been on building a diverse, capable,
and future-ready leadership structure to deliver on
ZIGUP’s strategic priorities and sustainable growth.
Committee membership
Meeting
attendance
Avril Palmer-Lavery 2/2
Mark Butcher 2/2
Bindi Karia 2/2
John Pattullo 2/2
Nicola Rabson 2/2
Dear stakeholder,
I am pleased to present the Report of the Nominations Committee
(the Committee) for the year ended 30 April 2026 which outlines
the Committee’s work to ensure the Board and senior leadership
of the Group continue to maintain the appropriate balance of skills,
experience and diversity required to support the Group’s long-term
success and the effective delivery of its strategy.
Board changes
The Committee was pleased to welcome Rachel Coulson to the Board
as CFO. Rachel brings significant financial, operational, and strategic
experience gained in senior roles within complex, customer-focused
organisations. Her appointment followed a thorough and rigorous
selection led by the Committee, supported by external advisers,
and we are confident that her expertise will support the Group as it
executes its strategic priorities.
Rachel has undertaken a comprehensive and tailored induction
programme, since joining the Board in August 2025, further details of
which are available later in this report. Rachel has integrated quickly
into the leadership team and the Board, and we are already benefitting
from her insight and contribution.
Alignment with the Group’s strategic ambition
During the year, the Group announced a new operating model for the
UK&I business. The revised structure is designed to, set out a clear
framework to deliver sustainable growth, enhance returns and further
strengthen ZIGUP’s market position. The Committee has carefully
considered the implications of this strategic ambition for Board and
executive leadership composition and is satisfied that the Group has
the appropriate leadership capability experience and depth to support
its delivery.
Ensuring that the Board and executive leadership team remain
aligned with the Group’s strategic direction is a core responsibility of
the Committee, and we will continue to review succession plans and
leadership requirements as the strategy evolves.
Board composition, diversity and effectiveness
The Committee continues to ensure that the Board maintains an
appropriate balance of skills, experience, independence and diversity.
We recognise that diversity in its broadest sense enhances the quality
of Board debate and decision making and supports the long-term
success of the Group. Diversity considerations remain central to our
succession planning and appointment processes.
Avril Palmer-Lavery
Nominations Committee
Chairman
Activities during FY2026.
Since May 2025, the Committee has:
• Reviewed talent and succession plans for Board and senior management roles
• Overseen the induction process for the new CFO
• Made recommendations to the Board in relation to Directors’ annual reappointment and re-election at the Company’s AGM
• Overseen the Group’s diversity and inclusion agenda, its role in promoting an inclusive and high-performing culture as part of the
Group’s strategy, and progress in building a diverse talent pipeline
Report of the Nominations Committee
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Strategy and commercial leadership
Report of the Nominations Committee continued
Demonstrating our skills
The skills matrix below details some of the key skills and experience that our Board has, and is particularly valuable for the effective oversight of the Group and execution of our strategy. Directors bring those skills to the
boardroom from their roles both within and outside ZIGUP plc. The skills matrix aligns with the Group’s strategic priorities, to ensure the Board remains fully equipped to support delivery of the Group’s strategy and purpose
and provide challenge to the executive and senior management teams.
Core skill / primary expertise
Supplementary skill / relevant experience
Fleet mobility and leasing
EV transition and sustainability
Technology / digital transformation
Cyber security and data governance
UK regulatory and PLC environment
People and workforce transformation
Corporate strategy
M&A and capital allocation
Operational scaling
Customer and commercial leadership
International markets
Risk management
Audit, finance and controls
Listed company governance
Remuneration and people
Investor relations
Executive leadership experience
Skills / Experience
1
1
1
2
2
2
3
3
3
4
4
4
5
5
5
6
6
6
7
7
7
8
8
8
0
0
0
Operating context and future trends
Governance and stewardship
Number of Directors
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Report of the Nominations Committee continued
Board recruitment
Board appointments are made on merit against
objective criteria. The Committee will evaluate the
skills, experience and knowledge of the Board against
the future challenges affecting the business (including
climate-related issues), and in light of this, will prepare
a description of the role and the attributes required
for a particular appointment. This will include a job
specification, and an estimate of the time commitment
expected. The Committee then compiles a shortlist
taking account of known candidates and candidates
suggested by the Group’s Board, advisers, and/or
appointed recruitment consultants. The appointment
process takes account of the benefits of diversity
of the Board, including gender diversity; and in
identifying suitable candidates, the Committee
considers candidates from a range of backgrounds.
However, all appointments are made on merit.
The Committee oversees succession planning for
Directors and senior management, as well as broader
consideration of the leadership needs of the business
and senior management development.
We continue to support both the FTSE Women
Leaders’ Review and the Parker Review and, the
Board is compliant with the recommendations of
the Parker Review. As at 30 April 2026, the Board is
compliant with the Board Diversity Targets as set out
in Listing Rule 9.8.6(R) with women comprising 50%
(2025 43%).
Succession planning
Succession planning
Succession planning for the Executive Committee
and its direct reports is key to the long-term
sustainable success of the Group, and ensuring
there is a leadership pipeline of talent is part of
the Committee’s role. The Committee discusses
the likely skills and talent that will be needed in
the future, as the Group’s business and external
environment evolve.
The Committee, along with the Board, is also
committed to recognising and nurturing talent within
the executive management levels and its direct
reports across the Group.
Alongside its focus on succession planning and the
development of leadership talent across the Group,
the Committee, together with the Board, also keeps
the composition, tenure, and independence of the
Board under regular review. The Committee notes
that certain Non-Executive Directors have now
served on the Board for a tenure of between six and
seven years. In line with the Group’s governance
arrangements, the Committee will continue to keep
the independence of all Directors under regular
review, taking into account tenure, contribution,
judgement and continued ability to exercise
independent oversight. No concerns regarding the
independence or effectiveness of these Directors
have been identified.
Board Diversity Policy
Objective Progress
Ensure that the Board composition is
sufficiently diverse and reflects an
appropriate balance of skills, knowledge,
independence, and experience to enable it
to meet its responsibilities, duties, and
strategic objectives effectively.
The Committee undertakes an annual review of
the composition of the Board and its committees,
with further discussions during the year. An
assessment of the Board, including skills,
knowledge, independence and experience, and
the strategic objectives of the Group, informs the
criteria for any new appointment to the Board.
Ensure that both appointments and
succession plans should be based on merit
and objective criteria and, within this context,
should promote diversity of gender, social
and ethnic backgrounds, cognitive and
personal strengths, and the Board aims
that there should be:
• at least 40% female Board representation;
• at least one Board member from a minority
ethnic background; and
• at least one senior Board position
(being the Chairman, CEO, CFO, and/or
SID) being held by a woman
Appointments to the Board are made on merit
with an objective set of criteria based on the
needs of the Board and the business, and the
value and importance of increased diversity on
the Board. At 30 April 2026, 50% of the Directors
on the Board were women. When considering
Committee composition and appointments, the
Board will continue to have regard to diversity
alongside the balance of skills, experience and
knowledge required to support the Board.
Ensure that when seeking to appoint a new
Director, the search pool will be wide and
where executive search firms are used, the
Group will only engage with those that have
adopted the Voluntary Code of Conduct for
Executive Search Firms or equivalent code.
During the year, the Group appointed a new CFO.
The Committee confirms that the appointment
process was conducted through engagement
of executive search firm Russell Reynolds
Associates, which has no other connection with
the Company. Russell Reynolds Associates is a
signatory to the Voluntary Code of Conduct for
Executive Search firms or an equivalent code.
Ensure that the Board will support workforce
initiatives that promote a culture of inclusion
and diversity.
The Board is continually apprised of the work
undertaken by the Group’s Diversity & Inclusion
Team and by the Group HR Director. The Board
supports the initiatives being undertaken to
promote inclusivity and diversity.
CFO Board Induction programme
Rachel Coulson’s induction commenced shortly after she joined the Company as CFO on 18 August
2025. This programme was designed to provide a comprehensive understanding of the Group’s business
model, financial structure, governance framework, and strategic priorities.
During the year, the CFO participated in meetings with Board members, senior management, and
external advisers, together with visits to key operational sites across the Group. The programme
provided insight into the Group’s operations, financial and reporting processes, risk management and
internal control framework, organisational culture, and key stakeholder relationships. In addition, the
induction covered the Group’s strategic priorities, governance arrangements and principal commercial
and operational activities, enabling the CFO to develop a broad understanding of the business and the
markets in which the Group operates.
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Report of the Nominations Committee continued
Independence of the Non‑Executive Directors
During the year, the Committee considered the independence of the Non-Executive Directors, including
whether length of tenure had any impact on their ability to exercise independent judgement. Having undertaken
this review, the Board considers all Non-Executive Directors, with the exception of Mark McCafferty and
the Chairman, to be independent in character and judgement and free from any material relationships or
circumstances that could materially interfere with the exercise of their independent judgement. Mark McCafferty
is not regarded as independent. Consistent with the UK Corporate Governance Code, the Chairman was
independent on appointment and her independence is not subject to ongoing assessment.
In accordance with the results of the independence assessment, and in line with the requirements of the
Code, all Directors will retire at this year’s AGM and, submit themselves for reappointment by shareholders.
Ahead of the 2026 AGM, the Committee considered the performance and effectiveness of each Director as
well as the findings from the internal Board evaluation and the Committee concluded that all Directors were
valuable members of the Board, provided constructive challenge and had the requisite skills and time to
devote to the role and subsequently the Committee. The skills and experience of the Directors can be found
on page 85 of the Nominations Committee Report and in the biographical details, also on the Company’s
website at www.zigup.com.
Board diversity
The Board considers that its composition should be designed to ensure it has the best experience and
skills to advance the Group’s strategy for the benefit of all its stakeholders, and that as part of this the
benefits of all aspects of diversity should be considered, including, but not limited to, gender and ethnicity.
The Group maintains an appropriate diversity and inclusion policy for all of its workforce, including our
senior management and the Board. Accordingly, the Committee will consider candidates on merit against
objective criteria, with regard to the benefits of diversity of gender, social and ethnic backgrounds, cognitive
and personal strengths, when identifying suitable candidates for appointment to the Board. The Board is
also committed to operating in a way that supports diversity and inclusivity, including ensuring appropriate
consideration of diversity and inclusion in succession planning at senior management and Board level. When
searches for an appointment to the Board are conducted by the Company with external search firms, these
firms will identify and present a list of qualified potential candidates, including having regard to diversity.
The Board, as part of its agenda oversees and monitors progress of the Group’s diversity and inclusion
agenda. In 2024 this included the Board endorsing an ambition for 10% representation of ethnically diverse
groups within the Executive Committee and its members’ direct reports, taking into account the Parker
Review’s 2023 report which requests all FTSE 350 companies to set a target for ethnic minorities in their
senior management team and direct reports by 2027.
The Board and the Nominations Committee will continue to monitor progress against the Group’s chosen
target on an annual basis.
As at 30 April 2026, two of the senior positions on the Board were held by a woman. The Board also included
one Director from an ethnic minority background. The Committee and the Board, whilst mindful of the targets
set by the Listing Rules, will continue to make appointments based on merit, having regard to diversity.
Gender representation for Board and executive management as at 30 April 2026
Number of Board
members
Percentage
of the Board
Number of senior
positions on the Board
(CEO, CFO, SID, and Chairman)
Number in
executive
management
1
Percentage
of executive
management
Men 4 50% 2 4 57%
Women 4 50% 2 3 43%
Ethnic background of Board and executive management as at 30 April 2026
Number of
Board
members
Percentage
of the Board
Number of senior
positions on
the Board
(CEO, CFO, SID,
and Chairman)
Number in
executive
management
1
Percentage
of executive
management
White British or other
(including minority-white groups)
7 88% 4 7 100%
Asian/Asian British 1 12% – – –
1 Executive management includes the Executive Committee (the most senior executive body below the Board) and the Company
Secretary, excluding administrative and support staff, as defined by the Listing Rules.
Gender and ethnicity data relating to the Board, the Executive Committee and Company Secretary is collected
on an annual basis applying a standardised process managed by the Company Secretary and the Group’s
HR functions. Each Board member, Executive Committee member and the Company Secretary is requested
to confirm, on a strictly confidential and voluntary basis, their ethnicity and gender identity (or specify they do
not wish to report such data). The criteria of the standard form questionnaire are fully aligned to the definitions
specified in the Listing Rules, with individuals requested to specify:
(1) Self-reported gender identity. Selection from (a) male; (b) female; (c) other category/please specify;
(d) not specified (due to local data privacy laws); or prefer not to say.
(2) Self-reported ethnic background (classifications as designated by the UK Office of National Statistics).
Selection from: (a) White British or other white; (b) Mixed or multiple ethnic groups; (c) Asian or Asian
British; (d) Black; (e) Other ethnic group/please specify (f) not specified (due to local data privacy laws);
or prefer not to say.
As at 30 April 2026, the Group’s Executive Committee and direct reports comprised 57% male and 43% female.
Looking ahead
The Committee will continue to ensure that the Board and executive leadership team remain well positioned
to support the delivery of the Group’s strategic ambition. This includes maintaining robust succession plans,
supporting leadership development, and ensuring that the Board continues to reflect the skills and experience
required to oversee the Group’s long-term strategy.
On behalf of the Committee, I would like to thank my fellow Directors and the executive leadership team for
their continued commitment and contribution during the year.
Avril Palmer-Lavery
Chairman
7 July 2026
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Maintaining robust governance, strong controls
and effective risk oversight remains central to
the Committee’s role in supporting the long-term
success of the Group.
Dear stakeholder,
On behalf of the Audit Committee (the Committee) and the Board,
I am pleased to present the Committee’s report for the year ended
30 April 2026. This report summarises the Committee’s work during
the year to safeguard the interests of the Group’s stakeholders through
strong internal controls, effective risk management and transparent
financial reporting.
It outlines the Committee’s role within the Group’s governance
framework, including how it supports the Board in assessing the integrity
of financial reporting and the effectiveness of risk management and
internal controls.
The Board retains responsibility for setting risk appetite and reviewing
the risk register, reflecting its commitment to robust risk management.
Further details on the Group’s risk processes can be found on
pages 45 to 48. Throughout the year, the Committee focused on its
core responsibilities: ensuring the integrity of financial information,
maintaining audit quality and overseeing the Group’s internal control
environment as well as supporting the Group in the preparation of
reporting guidance under Provision 29 of the UK Corporate Governance
Code (Provision 29).
Meetings
The Committee is required to meet at least three times a year. Details
of attendance at meetings held in the year ended 30 April 2026 are
included in this report. Due to the cyclical nature of its agenda, which is
linked to the Group’s financial calendar, the Committee met four times
during the year. The external auditor and the Group Head of Internal
Audit attend all meetings, and Directors not part of the Committee are
normally invited.
The Committee confirms that the operation of the Committee and its
terms of reference are reflective of the FRC’s Audit Committees and
the External Audit: Minimum Standard (the Minimum Standard) as
published in May 2023.
Activities in FY2026.
The Committee continues to support the risk management
framework of the Group through regular review of internal
controls and oversight of the work of Group Internal Audit. The
Committee has overseen the preparations for meeting the reporting
requirements under Provision 29.
During the year, the Committee reviewed management’s viability
assessment, including the period of assessment, economic
conditions, climate change and downside sensitivities, and
challenged the underlying assumptions. The Committee is satisfied
that the Group remains viable. Further detail is provided in the
viability statement on page 57.
The Committee reviewed key accounting judgements, including
depreciation rates and the valuation of claims due from insurers and
self-insuring organisations. Depreciation assessments considered
the outlook for residual values in the context of vehicle supply
and macroeconomic conditions, while insurance claim recovery
assessments reviewed the mix of protocol and non-protocol claims,
historical settlements and factors affecting future outcomes.
The Committee reviewed the presentation of underlying financial
results taking into consideration items which have been classed as
exceptional or presented as not part of underlying performance. In
particular, it reviewed management judgements in assessing the
impairment of assets and the classification of restructuring costs.
The Committee reviewed and made a recommendation to the Board
to approve both the Group’s tax strategy and the Group’s Treasury
policy and framework which the Board approved. The Group’s tax
strategy demonstrates the Group’s commitment to tax transparency
and its stated desire to pay the right amount of tax.The Group’s
Treasury policy ensures effective liquidity management, financial risk
control, and disciplined funding decisions.
Report of the Audit Committee
Committee membership
Meeting
attendance
Mark Butcher 4/4
Bindi Karia 4/4
John Pattullo 4/4
Nicola Rabson 4/4
Mark Butcher
Audit Committee
Chairman
The Code requires that at least one member of the Audit Committee (the Committee) should have recent and relevant financial experience.
Currently, the Chairman of the Committee, Mark Butcher, fulfils this requirement. All members of the Committee are expected to be and are
financially literate. The Committee is comprised of Independent Non-Executive Directors with relevant experience and proficiency in line with
the requirements of the Code and the Committee’s terms of reference.
Report of the Audit Committee
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Report of the Audit Committee continued
September 2025 November 2025 March 2026 June 2026
• Reviewed management’s assessment of
going concern
• Reviewed management papers supporting
the key judgement areas in the interim
financial statements including depreciation
rates, recoverability of contract assets and
interim tax accounting
• Reviewed a paper on the presentation of
financial statements including consideration
of exceptional items
• Reviewed and approved the Group Internal
Audit Charter
• Reviewed and approved the Group’s Fair,
balanced and understandable statement
• Reviewed management’s and PwC’s
papers on areas of key judgement including
depreciation rates, recoverability of contract
assets, going concern and viability
• Reviewed management papers on tax
accounting and presentation of financial
statements
• Reviewed management papers on
impairments and exceptional items
• Reviewed the Group’s corporate taxation
arrangements and recommended that the
Board approve the Group’s tax strategy
• Reviewed and approved non-audit
services provided by PwC
• Reviewed the quality and effectiveness of
Group Internal Audit
• Set the programme of internal audits
• Reviewed the proposal for the annual audit
exemption
• Reviewed the Group’s treasury
arrangements and policies
• Reviewed regulatory updates presented
by PwC
• Reviewed business readiness activities
pursuant to reporting compliance with
Provision 29
• Reviewed and approved PwC’s audit
plan including an assessment of their
independence
• Agreed the audit fee for FY2026
• Reviewed and confirmed endorsement of the
Group’s non-audit fee policy
• Reviewed and approved the Committee’s
terms of reference, prior to making a
recommendation to the Board
Key focus
Reviewed the interim financial statements
to be issued in December 2025 and related
reports prepared by management and PwC
Key focus
Reviewed the quality and effectiveness
of Group Internal Audit and endorsed
the preparatory activities for reporting in
compliance with Provision 29
Key focus
Reviewed the effectiveness of the FY2025
external audit and agreed the scope of the
FY2026 audit work to be undertaken by PwC
Key focus
Reviewed the FY2026 Financial Statements
and related reports prepared by management
and PwC
At each meeting, the Committee received regular reports from the Group Head of Internal Audit and reviewed progress made by management in responding to their internal
control recommendations. The Committee had regular discussions with the Group Head of Internal Audit and the external audit partner without management being present.
Activity
The main activities of the Committee are outlined below. The meeting in June primarily relates to the completion of the reporting cycle for the previous financial year, therefore the meeting held in June 2026 has been
included below as it related to the year ended 30 April 2026.
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Report of the Audit Committee continued
1. Our governance framework
supports effective internal
controls through an approved
schedule of matters reserved for
decision by the Board and the
Executive Committee, supported
by defined responsibilities, levels
of authority and supporting
committees.
2. The Board regularly reviews
the Group’s risk register, the
schedule of key controls and
key risk indicators. The Board
also assesses the impact of
emerging risks to the Group. Our
risk management procedures
are robust and can be viewed on
pages 45 to 48.
3. Comprehensive programmes
of financial reporting and
forecasting are conducted
frequently and include both
sensitivity and variance analysis.
A budgeting exercise and
strategic review is conducted
annually. Sensitivity analyses
are included in both the strategic
review and the rolling forecasts.
Taxation is a complex area
and is subject to frequent
external review. The Committee
provides oversight and this year
recommended to the Board
the approval of the Group’s tax
strategy. Oversight of climate-
related disclosures is managed
through the Sustainability
Committee.
4. The Treasury function ensures
compliance with the Group’s
treasury policies set by the Board
and reviewed by the Committee
which cover liquidity risk, credit
risk, interest rate risk, foreign
exchange risk and capital
management. The Group’s
Liquidity policy includes continual
monitoring of the Group’s debt
facilities to ensure sufficient
access to capital. All complex or
large transactions are discussed
in advance with the Board.
5. During the year, no significant
deficiencies had been raised by
PwC through the course of the
annual external audit nor through
the work carried out by Group
Internal Audit and overseen by
the Committee.
Board and its committees
Group Executive Committee and
executive-led committees
Group Management Boards
Financial reporting forecasting
and sensitivity analyses
Group tax and treasury strategy,
policies and procedures
Climate-related reporting
Business unit, policies,
procedures, processes and
systems
Review of effectiveness of
system of internal control
Risk Appetite statement
Principal risk assessment
including emerging risks
Viability assessment
Group risk register
Key controls
Key risk indicators
Overview of internal controls
Risk management
The Committee is responsible for overseeing the adequacy of internal
controls and the work of Group Internal Audit. The Board determines the
extent and nature of the risks it is prepared to take in order to achieve the
Group’s strategic objectives.
During the year the Board approved an updated Risk Management
policy, as well as an updated risk appetite framework which supports the
implementation of the Group’s risk management framework.
Following the Committee’s review and recommendation, the Board agreed
that internal controls (including risk management and management
of climate-related emerging risks) continue to be effective. This was
in accordance with the requirements of the FRC’s Guidance on risk
management, internal control and related financial and business reporting.
The Committee supported the Board’s confirmation that no significant
failings or weaknesses have been identified during the financial year.
Processes are in place to ensure that necessary action is taken, and
progress is monitored where areas for improvement are identified.
Preparation for reporting compliance with Provision 29
The Committee is responsible for overseeing the business’s readiness
activities relating to changes from revisions to the UK Corporate Governance
Code, particularly the approach to demonstrate compliance with Provision
29 in the year ending 30 April 2027. A project group has been established,
with specific focus on the documentation of material controls and the
assurance which is already or will need to be in place. The transition towards
reporting will be kept under review by the Committee.
Internal financial controls
On a continual basis, the Committee reviews the adequacy and
effectiveness of the Group’s system of internal financial controls,
with an overview of the framework shown on this page.
The Committee received detailed reports on the operation and effectiveness
of the internal financial controls from members of the senior management
team. The outcome of the external audit at the year end and the half-year
review are considered in respect of internal controls. The Committee also
receives updates on the policies and procedures in place and how these are
being communicated to and complied with by the wider workforce.
2. Risk
management
3. Strategy, policy and
review procedures
4. Underpinned by our assurance framework
Independent external audit Group Internal Audit
1. The Governance
framework
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Significant matters considered in relation to the financial statements
The Committee reviewed the significant matters set out in this report in relation to the Group’s financial statements for the year ended 30 April 2026. We discussed these issues at various stages with management during the
financial year and during the preparation and approval of the financial statements.
Following a review and consideration of the presentations and reports presented by management, we are satisfied that the financial statements appropriately address the critical judgements and key estimates, in respect of
both the amounts reported and the disclosures made and that our conclusions in relation to these issues are in line with those drawn by the auditor.
Significant financial judgements, key assumptions and estimates
Any key accounting issues or judgements made by management are monitored and discussed with the Committee throughout the year.
The table below provides information on the key issues discussed with the Committee during the year and the judgements adopted.
Matter Key consideration Progress to date Conclusion
Determining appropriate
depreciation rates for
vehicles available for hire
Ensuring that depreciation
rates are set appropriately.
The Committee reviewed trends of vehicle residual values. In addition, management
papers were reviewed at each reporting date which included a quantitative and
qualitative assessment of the current and forecast trends in the used vehicle market,
management of fleet and review of the Group’s depreciation policy and accounting
estimates in this context.
We challenged and debated the assumptions and judgements made and were
content with management’s assessment.
We agreed with management’s assessment
of depreciation rates to be applied to
the existing fleet and their proposal
for depreciation rates on new vehicle
purchases to be applied in FY2027.
Claims due from insurance
companies and self-
insuring organisations
Ensuring that the carrying value of
insurance claims represents the best
estimate of the net claim value to be
recovered.
At each reporting date, the Committee reviewed papers prepared by management
which included assessment of the expected net claim values at each reporting date.
We challenged the underlying assumptions and significant areas of judgement and
were satisfied with management’s assessments.
We concluded that the judgements made in
determining net claim values as at 30 April
2026 were appropriate.
Impairment of Group
assets and disclosure
of exceptional items
Ensuring the recoverable amounts
of the assets held on the balance
sheet are in excess of carrying
values and that exceptional items are
appropriately presented.
The Committee reviewed a paper prepared by management considering the
presentation of certain items as exceptional, or reported outside of underlying results,
including impairment of assets and restructuring costs.
We challenged the assumptions made and were satisfied with management’s
assessment.
We reviewed management assessments in
calculating the impairment of assets which
have been disclosed as exceptional items,
along with other costs that have been
presented outside of underlying results
and agree that this presentation provides
a clearer comparison of the underlying
performance of the Group.
Financial statements and
other information
Fair and balanced presentation
of financial statements and other
information including use of
appropriate alternative performance
measures.
The Committee considered the presentation of the financial statements, including the
presentation of reported results between underlying and statutory performance, as
well as evaluating how financial results and alternative performance measures were
used as part of the Strategic report.
The Committee reviewed papers prepared by management at each reporting date
which outlined management’s judgement in assessing whether any items should
be classified as exceptional items, or otherwise excluded from underlying results, to
ensure that the judgements made were reasonable and were in line with stated policy.
We concluded that the Annual Report
and Accounts, taken as a whole, were fair,
balanced and understandable, and that the
use of alternative performance measures
was appropriate.
Report of the Audit Committee continued
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Governance and compliance
Technology and data
Transformation and Change
People
Financial
Business operations
Asset management
Access to capital
Fleet availability
Our markets and customers
Our people
Recovery of contract assets
Regulatory environment
Technology and digitalisation
The world we live in
Report of the Audit Committee continued
Group Internal Audit
Group Internal Audit is an independent and objective assurance and
consulting function designed to add value and improve the operations
of the Group by bringing a systematic, disciplined approach to
evaluating and improving the effectiveness of risk management,
control and governance processes.
In fulfilling its duty to monitor the effectiveness of the Group Internal
Audit function, the Committee has:
• Reviewed the adequacy of the resources of the Group Internal
Audit function;
• Reviewed the Group Internal Audit Charter;
• Ensured that the Group Head of Internal Audit has direct access to
the Chairman of the Board and to all members of the Committee;
• Conducted one-to-one meetings with the Group Head of Internal
Audit without management present; and
• Approved the Group Internal Audit programme and reviewed
quarterly reports by the Group Head of Internal Audit, ensuring the
Committee was satisfied with the quality of these reports.
In determining the risk-based internal audit programme, the Group
Internal Audit function take into account the following:
• Feedback gathered from Board committees and executive-led
committees;
• Feedback from regular meetings with internal stakeholders and
management throughout the business;
• Transformation projects, acquisitions and significant areas of
financial value or risk;
• Meetings with the Group’s external auditor to understand the scope
of their work and gather feedback on risk and control issues that they
are reviewing;
• Relevant regulations and any regulatory changes applicable to the
Group; and
• Review of the summary of auditable areas, previous internal audit
scores and the length of time between audits.
The FY2026 Internal Audit plan resulted in the following coverage of principal risks and audit themes
1
:
Theme Principal risk
1 Each audit may cover multiple principal risks but will only have one theme.
Management action plans to improve internal controls and to mitigate risks are agreed with the business area after each audit. Group
Internal Audit has a robust process in place to monitor the implementation of management actions, which, where required, includes
review and testing of evidence to corroborate action implementation.
During the March 2026 meeting, the Committee considered the findings of the review of the performance, effectiveness and
independence of Group Internal Audit, a process which is undertaken annually. The Committee concluded that the Group internal audit
process had been conducted effectively and that the quality of audit and reporting was rated highly.
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External auditor
The Committee reviews and makes recommendations regarding the
appointment of the external auditor. In making this recommendation,
we consider auditor effectiveness and independence including
consideration of non-audit fees and length of tenure of the audit firm
and senior members of the audit team.
The audit firm
The Committee confirmed compliance with the Statutory Audit
Services for Large Companies Market Investigation (Mandatory Use
of Competitive Tender Process and Audit Committee Responsibilities)
Order 2014, after having carried out a competitive tender in FY2025
with PwC first appointed in 2015 meeting the statutory 10-year
requirement. PwC was reappointed as Group auditor after the matter
was put to a shareholder vote in the 2025 AGM.
The Committee continually evaluates the effectiveness of the external
auditor and supports the proposed reappointment of PwC for a further
year at the upcoming AGM in September 2026.
Audit partner transition
The FY2026 audit was Jonathan Greenaway’s last year serving as
engagement partner and Nick Cook will take over as engagement
partner for the financial year ending 30 April 2027. The Committee
is satisfied with PwC’s arrangements for a smooth transition, to help
preserve the effectiveness of the audit process for FY2027.
Report of the Audit Committee continued
Auditor effectiveness
The Committee carries out an annual assessment of the external
auditor by reviewing the effectiveness of the audit process and the
objectivity and independence of the external auditor, both in terms of
the engagement team and the firm as a whole. In order to perform this
assessment, the following criteria are considered:
• the auditor’s safeguards to independence including the
independence letter which annually confirms their independence
and compliance with the FRC Ethical Standard;
• the operation, and compliance with, the Group’s policy on non-audit
work being performed by the auditor;
• how the auditor identified risks to audit quality and how these were
addressed, including the controls the auditor relied upon;
• the quality of the audit plan including identification of key risks,
materiality assessment and scope of Group audit;
• how the auditor demonstrated professional scepticism and
challenged management’s assumptions where necessary; and
• assessment of the quality of the firm, including the reputation of the
firm and the outcome of the FRC’s inspection of PwC’s audit quality
In assessing how the auditor demonstrated professional scepticism and
challenged management’s assumptions, the Committee considered
the depth of discussions held with the auditor, particularly with respect
to challenging the Group’s approach to its significant judgements and
estimates. The Committee is satisfied with the level of challenge raised
by the audit partner and the team during the year.
The Committee concluded that the audit process was operating effectively.
Non-audit fees
The Committee ensures that non-audit work may only be undertaken by
the external auditor in limited circumstances. All non-audit services are
subject to the Committee’s prior approval. Non-audit services provided
by our external auditor are subject to a cap equal to 70% of the average
annual audit fee for the preceding three years.
Non-audit fees for services provided by PwC for the year amounted to
£84,000 which included £71,000 for the review of the interim financial
statements. As the interim review work was required by legislation this
is not included for the purposes of comparing non-audit fees to the
70% cap included in the FRC’s guidance. The remaining non-audit fees
comprised of £10,000 relating to agreed-upon procedures in Spain
as well as a total of £3,000 for non-audit fees, which was incurred for
providing access to PwC’s online technical resources. The level of non-
audit fees is equivalent to 1% of the three-year average audit fee.
Looking forward
In FY2027, the Committee will continue to support the Board as
the business delivers on its strategy and governance framework.
The Committee will oversee upcoming financial reporting changes
driven by both the reshaping of our businesses and incoming
changes to accounting standards. The Committee will also oversee
risk management processes and internal controls in the context of
requirements under the Corporate Governance Code.
Mark Butcher
Audit Committee Chairman
7 July 2026
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John Pattullo
Remuneration Committee
Chairman
We greatly appreciate your continued
support in aligning executive compensation
with accelerated value creation.
Dear stakeholder,
On behalf of the Remuneration Committee (the Committee), I am
pleased to present the Directors’ Remuneration report for the year
ended 30 April 2026. This report outlines the key decisions made by
the Committee over the last 12 months. The Committee is satisfied that
the Remuneration Policy approved by shareholders at the 2025 AGM
operated as expected during the year.
As set out in last year’s Report, we put the new VCP for senior
executives to a shareholder vote at last year’s AGM. Prior to the
VCP being proposed to shareholders, the Committee undertook an
extensive programme of consultation with our major shareholders.
The holders of over 50% of the Company’s shares were consulted
with, in addition to some proxy advisers. Their feedback was taken into
account in the final design of the VCP.
The Committee and the Board accepted when the VCP was proposed
that it represented a departure from the established approach to
executive remuneration in the UK. Nonetheless, given the persistent
disconnect between share price progression and the underlying
performance of the Group, it was felt by the Committee that introducing
a VCP was in the best interests of shareholders. This position was
strongly supported by a number of major institutional investors
following extensive consultation and the Board was satisfied with the
level of support the VCP received at the AGM.
We are committed to maintaining our policy of open and transparent
dialogue with investors. In the course of our regular programme of
investor engagement since the AGM, we were pleased that a number
of major shareholders have continued to express their strong support
for the VCP and the ambition it represents.
Introduction to the Remuneration report
Committee membership
Meeting
attendance
John Pattullo 4/4
Mark Butcher 4/4
Bindi Karia 4/4
Avril Palmer-Lavery 4/4
Nicola Rabson 4/4
Activities during FY2026.
• Implementation of the Directors’ Remuneration Policy for
Executive Directors
• Continued consultation with investors including in relation to
the VCP
• Design and implementation of the VCP
• Design and implementation of long-term incentives for
participants not in the VCP
• Continued investment in and consideration of reward for our
colleagues
• Introduction of shareholding guidelines for VCP participants
Performance of the Group
Following the rebranding in May 2024, the Group’s transformation
continued in FY2026. In December we communicated our commitment
to building a simpler, stronger and more agile UK&I business. As part
of this commitment, we announced our intention to streamline our
operating model around the two distinct businesses that underpin
our value proposition: Northgate Mobility and FMG. By bringing
these businesses closer together, we aim to simplify how we operate,
strengthen collaboration and ensure we continue building a resilient,
sustainable rental and mobility business for the future.
The Group’s operations continue to deliver value, with more
normalised markets enabling us to grow both revenue and fleet while
also making significant progress in both cash generation and our
strategic ambitions.
Spain delivered standout performance, with underlying revenue
up 16%, capitalising on our strong market position and favourable
macroeconomic conditions. UK&I Rental also performed well,
supported by new business wins and growth across specialist vehicles
and additional services. Both rental businesses ended the year with
good momentum in VOH growth.
Introduction to the Remuneration Report
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Introduction to the Remuneration report continued
Claims & Services also saw growth supported by significant contract
extensions and new signings as we continued to attract insurance
partners to our integrated mobility platform.
New vehicle supply and used vehicle markets have remained stable,
supporting the later stages of our fleet refreshment programme, and
as a result the inflexion in steady state cash generation was achieved,
increasing to £96m from £17m in the prior year.
Our strategic actions this year have focused on leveraging our competitive
advantage with both new and existing customers, with the expansion
of our Spanish footprint and the simplification of UK&I both set to
enhance customer service and support sustainable, profitable growth.
There have also been strong shareholder returns over the period with
our total shareholder return being c.40% over the financial year, higher
than the FTSE 250 index shareholder return over the same period
of c.18%.
Remuneration outcomes for the year ended 30 April 2026
Annual bonus
The maximum annual bonus opportunity for the year was 125% of
salary for the CEO and 100% of salary for the CFO. 75% of the award
was based on underlying PBT, with actual performance for the year
being £160.1m, which exceeded the maximum target. The remaining
25% was based on strategic and ESG targets, against which the
Group and the individuals performed strongly. Therefore the CEO
and CFO received an overall annual bonus of 100% of maximum,
with the CFO’s annual bonus pro-rated from the date of appointment.
The PBT targets took into account that vehicle disposal profits were
expected to continue reducing as volumes decreased and residual
values decreased, and this trend did continue. Consequently, the PBT
outcome reflects strong underlying performance during the year and
the Committee is satisfied that no discretionary adjustment is required.
50% of the annual bonus is awarded in shares and subject to deferral
for three years.
2023 LTIP vesting
The 2023 LTIP awards were granted to the CEO in August 2023
subject to challenging EPS and relative TSR targets. Whilst underlying
performance has been strong over the period, the stretching EPS
threshold was not met. The relative TSR of the Company over the
three-year period was between median and upper quartile and
therefore 62.23% of this element will vest. As the Relative TSR
element had a weighting of 25% of the overall award, the total vesting is
15.56% of maximum. The Committee is satisfied that these outcomes
are consistent with the overall business performance over the relevant
performance period and that no discretion is required.
Awards for Executive Directors are subject to a two-year post-vesting
holding period.
Remuneration for the new CFO in FY2026
Rachel Coulson joined ZIGUP as the Group’s CFO with effect from
18 August 2025. As disclosed last year, on appointment, her
remuneration consisted of a salary of £400,000, a pension contribution
of 4% of salary (in line with the wider workforce), benefits in line with
our Policy, a maximum bonus opportunity in line with our Policy (being
100% of salary) and participation in the VCP.
I also confirmed in last year’s annual report that the salary was set
below her predecessor and conservatively against the market to
reflect that this is her first CFO role, and that the Company may make
adjustments as Rachel performs and develops in the role. As Rachel
has performed strongly and developed into the role, the Committee
have agreed to uplift Rachel’s salary to £435,000, effective from
18 August 2026 (the first anniversary of her employment). This salary
is in line with where the base salary of the previous incumbent would
have been positioned if he was still in post and is more closely aligned
with other companies of a similar size to ZIGUP.
As set out last year, awards have also been made to compensate
Rachel for awards forfeited upon leaving her previous employer. In line
with market practice and shareholder views, these have taken account
of the form, value, and time horizons of the forfeited awards. Further
detail is provided later in this report.
Operation of policy for FY2027
Base salary
Effective 1 May 2026, the CEO’s salary increased by 2.5% to £675,871
and the CFO’s salary also increased by 2.5% to £410,000. These
salary increases are aligned with the rate applied to mid and senior
management levels in ZIGUP and below the average 3.2% pay
increase across the wider business. As set out above, Rachel will
receive a further increase to £435,000 (6.1% increase) on the first
anniversary of her employment.
Pension
Executive Director pension levels remain aligned to the majority of the
UK workforce (currently 4% of salary).
Annual bonus
For FY2027, the Committee has determined to use the headroom
available in the shareholder-approved policy and increase the
maximum bonus opportunity for the CEO to 150% of salary (from
125% of salary). The Committee was mindful that the previous
maximum opportunity was below market-level for a company of our
size and this change addresses that positioning, whilst also factoring in
the strong performance of the Group and the individual.
There are no proposed changes to the performance measures, which
will continue to be based 75% on PBT performance and 25% on
strategic and operational measures including ESG. Half of any bonus
earned net of taxes will be used by the Executive Directors to purchase
shares, which will be subject to a three-year holding period and cannot
be sold during that time.
Long term incentive plans
There will be no LTIP awards granted in FY2027 to current Executive
Directors given they are both participants in the VCP which has a
performance period to the end of FY2028.
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Introduction to the Remuneration report continued
Wider workforce pay and benefits
On 1 May 2026, the Group made pay increases to colleagues at lower
salary levels of between 2.5% and 6%, and a capped 2.5% rise at mid
to senior levels. The average increase was 3.2%.
The SAYE scheme continued to be well utilised with 1,136 colleagues
across the Group joining the 2025 scheme. Following a 24% increase
in participation in FY2025, we were pleased the participation remained
high, with a 28% increase in Spain and in total there was an increase of
£425,000 in grants awarded versus the prior year.
For the fourth year in a row the Company made a grant of free shares
to over 7,000 eligible colleagues to the value of £500. In 2025, we also
saw a vesting of free shares, benefitting almost 4,500 colleagues.
In the UK and Ireland feedback from the Have Your Say engagement
survey tells us that more colleagues feel fairly awarded when
considering their pay and benefits; this demonstrates the Group’s
reward strategy is having a positive impact on colleagues, with further
details provided below.
Return on investment
At ZIGUP, our colleagues are always fundamental to our success
and one of our goals is to ensure that we are an attractive workplace
where colleagues feel engaged and valued. In recent years, we have
purposefully increased our focus on this area and we are delighted with
the progress achieved.
Over the last three years our total compensation spend (encompassing
salary, benefits, and variable pay) has grown, reflecting our
commitment to investing in our people. We actively promote a culture
of share ownership through our SAYE scheme and the grant of free
shares to eligible colleagues. We have also broadened our range of
benefits, including Holiday Flex (recently introduced to colleagues
in the UK), health and wellbeing initiatives, and access to Stream – a
financial wellbeing platform that provides colleagues with access to fair,
flexible financial services.
Additionally, our EAP offers confidential support for colleagues and
their families, providing access to mental health resources, lifestyle
coaching, and guidance on various life challenges. During FY2026
in the UK we have partnered with Aviva to consolidate more than 10
pension schemes into a single Master Trust, enabling us to increase
awareness and education around retirement planning. In recent years,
we have also taken deliberate steps to improve colleague awareness
and understanding of the full range of benefits available to them.
This investment has been very positively received by our colleagues.
Across the Group, participation in the SAYE scheme has increased by
approximately 25%, and in the UK take-up of our Benefits Hub has risen
from 66% to 85% of colleagues. Our colleague engagement score of
74% reflects strong sentiment across the workforce and is testament to
our continued focus on colleague experience and wellbeing.
The investment has also yielded significant benefits to business
performance. Voluntary attrition has fallen from 25% to 16% over
the last three years, contributing to improved Group productivity.
Our financial performance reflects the value of this investment in our
people, with revenue per head increasing by 7.3% over the last 12
months, and engaged teams contributing to stronger productivity and
profitability across the Group. Furthermore, during the last two financial
years we have tracked the commercial impact of non- productive time
in the UK. This is calculated using the average salary of colleagues
who leave the business with less than 12 months’ service who are not
here long enough to be considered fully productive. Voluntary attrition,
particularly for colleagues in their first year of employment has fallen
significantly. As a consequence, the impact on non-productive time
has halved from £12m to £6m. Having a more productive workforce
has directly contributed to increased VOH and customer satisfaction
across Northgate UK&I, and has also supported the successful
performance of FMG RS.
Creating an attractive workplace remains fundamental to our ability to
attract and retain the talent required to deliver our strategic objectives,
and we remain committed to investing in and developing our people.
Board engagement with wider workforce
In the UK, the Voice Network (the Forum) continues to meet regularly
with senior leaders. The Forum has focused on gathering and sharing
insight and sentiment from the wider workforce to enable senior
leaders to get closer to the pulse of the organisation.
This feedback helped to shape the internal communications strategy
around articulating progress towards simplifying our UK&I operating
model, as well as clearer direction around the Group’s longer-term
ambitions. Additionally, the Forum was instrumental to the introduction
of a volunteering policy, enabling colleagues across the UK and Ireland
to take one day’s paid leave every year to support charities in their local
community. In Spain, regular touchpoints and strong partnerships with
the workers’ councils enable open communication and feedback from
the wider workforce to be shared with senior leaders and vice-versa.
In November 2025, the Board travelled to Spain and met with
colleagues and leaders in the Northgate branch in Bilbao. The Board
were hugely impressed by the impact of the green parts recycling
programme, which had already reused and recovered over 20,000
vehicle parts. In March 2026, the Board visited a Claims & Services
operational site to meet with leaders and colleagues and understand
the impact the new telephony system was having on ways of working
and productivity.
Colleague engagement
The Company reviewed and discussed the results of its sixth annual
Have Your Say colleague survey, which received a 77% response rate,
with 5,700 colleagues completing the survey. The overall engagement
score remains high at 74%. Colleagues submitted almost 20,500
comments (2,500 higher than previous year), 57% of these were
categorised as positive or highly positive (compared to 50% last year).
Our highest scoring areas continue to reflect strong colleague pride in
our service, trust, and inclusion.
Conclusion
The Committee feels it has successfully balanced its responsibilities to
retain and motivate senior leaders, support the broader workforce and
align with the interests of all stakeholders.
I would like to thank my fellow Committee members and all internal and
external stakeholders for their valuable input throughout the year. Your
continued support at the forthcoming AGM will be greatly appreciated.
John Pattullo
Remuneration Committee Chairman
7 July 2026
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Aligning remuneration with our strategy.
Components of Executive Director remuneration
Remuneration at a glance
Total
remuneration
Elements of
Executive Director
remuneration
Short-term Long-term
+ + + + =
Fixed
Variable
Salary
Pension
and benefits
Annual
cash bonus
Annual bonus
deferred into
shares released
after 3 years
VCP/ LTIP
1
Total remuneration in FY2026
Rachel Coulson’s LTIP vesting represents awards upon
joining which are considered as variable and detailed
further on page 103. Rachel did not receive an award
relating to the 2023 LTIP.
(£’000)
Martin Ward Rachel Coulson
Salary, pension
and benefits
709 298
Annual
bonus
824 282
LTIP
vesting
169 445
Total
Remuneration
1,702 1,025
How performance is reflected in our Executive Directors’ remuneration
Link to strategy:
Enable Deliver Grow
Remuneration outcomes
1 Long term variable pay includes the VCP which was granted in October 2025 with a performance period ending in 2028.
Measure
Link to strategy Award % ActualStretch Outcome Weighted outcome
75%
25%
based on
strategic
objectives
including
ESG
75%
25%
£160.1m£153.2m
5%
12.5%
Upper quartile
7.5%
61.5p
Fully met
Fully met
Fully met
53.1p
Partially met
100% 75%
100% 5%
100% 7.5%
100% 12.5%
0% 0%
62.23% 15.56%
Annual
bonus
2023
LTIP
PBT
EPS
Total outcome
Total outcome
Enable
TSR
Deliver
Grow
100%
15.56%
Martin
Ward
Rachel
Coulson
Remuneration at a glance
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Remuneration at a glance continued
How we incentivise at all levels.
Ensuring shareholder value Executive Directors’ shareholding
• 50% of the annual bonus is awarded in shares subject to a three-year holding period.
• Share ownership guidelines set at 200% of salary with a two-year post-employment holding period.
• As at 30 April 2026, Martin Ward met the target of holding shares equivalent
in value to at least 200% of basic salary. Rachel Coulson met 16% of the holding requirement at this date.
• The VCP was approved in the year and incentivises management to deliver shareholder value creation.
* Rachel joined the Board in August 2025 and is on course to meet shareholding requirements, see further detail on page 103.
Martin Ward
Rachel Coulson*
Above 100% of guideline
16% of holding requirements achieved
Remuneration across our Group
Remuneration element Executive Directors Wider workforce (>7,500)
Fixed pay
50% cash 50% shares for
Executive Director bonus
Other employee
share schemes
VCP
Annual bonus
Share ownership
Salary is determined with reference to responsibility and the scale and complexity
of the business. Salary is reviewed annually with pay increases considered in line
with pay trends across the broader UK workforce.
Salaries are set to reflect the market value of each role on
appointment and reviewed annually in accordance to pay
trends and to support both recruitment and retention.
Pension rate of 4% aligned to the wider workforce.
Initiatives are continually broadened including access to health and wellbeing support services. Holiday flex was introduced to
UK colleagues in the year as well as access to Stream – a financial wellbeing platform that provides colleagues with access to fair, flexible
financial services.
Executive Director bonus includes 50% deferred to shares, subject to a three-year
holding period to align to shareholder value creation.
Participants including Executive Directors and certain senior managers will have
the opportunity to share in 10% of the value created over and above a share price
hurdle of £5.21 over period 1 May 2025 to 30 April 2028 (adjusted for dividends
paid). CEO entitlement of 30% and CFO entitlement of 15% of the total pool value.
LTIPs are awarded to senior management at the discretion of the Committee to ensure they are incentivised for delivering our strategy.
All eligible colleagues are able to participate in our SAYE scheme promoting colleague engagement and enabling our colleagues to share in the Group’s
long-term success. This scheme allows employees to purchase shares in the Company at a discounted price after a three-year savings period.
The Company will award a number of shares based on an agreed value. For the fourth consecutive year, the Group awarded free shares worth
£500 to all eligible employees.
Certain colleagues are eligible for operational bonuses or
an annual bonus designed to reward the achievement of
the Group’s strategic and financial objectives and targets.
Not applicable.
Pension and benefits
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Directors’ Remuneration report
Annual Report on Remuneration
The table below summarises how the Committee intends to implement the Remuneration Policy in FY2027 (that was approved by shareholders at the 2025 AGM). The full Directors’ Remuneration Policy can be found in the
2025 Directors’ Remuneration report.
The table below summarises proposed implementation of the policy for FY2027.
Element Policy operation Implementation for FY2027
Salary Normally reviewed annually by the Committee, taking account of Group performance, individual
performance, changes in responsibility, changes in the size and complexity of the business and levels
of increase for the broader UK population.
• CEO – £675,871 (2.5% increase effective 1 May 2026).
• CFO – £410,000 (2.5% increase effective 1 May 2026). As set out earlier, the Committee have
agreed to uplift Rachel’s salary by a further 6.1%, to £435,000, to reflect performance and
progression in the role. This increase will be effective 18 August 2026 (the first anniversary of
appointment).
The salary increase of 2.5% is aligned with the rate applied to the mid and senior management
levels in ZIGUP and are below the average 3.2% pay increase across the wider business.
Pension Executive Directors receive pension provision in line with the wider workforce (currently considered to
be 4% of base salary).
No change for FY2027.
Benefits Car allowance, healthcare and life assurance. No change for FY2027.
Annual bonus Maximum opportunity: 150% of salary for CEO and 100% of salary for other executives.
Half of any bonus earned net of taxes will be used by the Executive Directors to purchase shares
which will be subject to a three-year holding period and cannot be sold during that time.
There will normally be a financial underpin to the non-financial element of the bonus. The Committee
will assess the payout under the non-financial element if the financial underpin is not met, and would
normally expect to use discretion to reduce the non-financial element in these circumstances.
Maximum: 100% payout. Target: Normally 50% of maximum. Threshold: No greater than 25% of
maximum. For performance below threshold, no bonus is payable.
The Committee has the discretion to adjust the formulaic outcome where it considers it is not
appropriate, taking into account such matters as it considers relevant including without limitation the
underlying performance of the Group, investor experience, wider colleague or stakeholder experience.
Recovery and withholding provisions apply.
• CEO maximum opportunity: 150% of salary.
• CFO maximum opportunity: 100% of salary.
As set out earlier, the CEO maximum annual bonus opportunity has increased from 125% of salary
in FY2026 to 150% of salary in FY2027. This is aligned to the shareholder-approved Remuneration
Policy and the Committee believes this to be an appropriate increase to reflect strong performance
of the Company and the individual as well as market positioning.
Performance measures are based 75% on financial (PBT) performance and 25% on strategic
and operational measures (including ESG). As in previous years, the targets are considered
commercially sensitive and will be disclosed retrospectively.
This part of the Directors’ Remuneration report sets out the Remuneration Policy (the Policy) for the Directors and has been prepared in
accordance with the Companies Act 2006, The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013, the Companies (Miscellaneous Reporting) Regulations 2018, the UK Corporate Governance Code and the UK
Listing Rules.
Directors’ Remuneration report
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Element Policy operation Implementation for FY2027
Value
Creation Plan
The VCP rewards for the creation of shareholder value above a hurdle of £5.21. Shareholder value is
measured based on the share price at the end of the performance period and dividends paid during
the performance period. Above this hurdle, the Executive Directors and other participants will share
10% of the value created, ensuring a fair split of returns between management and shareholders.
The performance period starts on 1 May 2025 and ends on 30 April 2028. A further two-year holding
period will apply following the vesting of awards.
Of the 10% total pool, the CEO will receive 30% and the CFO will receive 15%. The pool is capped so
that if the value created through share price and dividends exceeds £8, the overall monetary value will
not increase beyond this point.
The Committee will retain the flexibility to exercise discretion in relation to the VCP taking account of
the wider performance context and the wider stakeholder and shareholder experience.
Malus and clawback provisions apply.
No new LTIP or VCP awards will be granted to current Executive Directors in FY2027 due to
participation in the existing VCP.
Share
ownership
requirements
The Executive Directors are normally expected to accumulate a holding of ordinary shares of the
Company equivalent in value to 200% of their basic annual salary.
Executive Directors are expected to hold the lower of (1) shares held on cessation and (2) shares
equivalent in value to 200% of salary at the time of cessation, for a period of two years from the date
they cease to be an Executive Director.
No change for FY2027.
Non-
Executive
Directors
The Chairman is currently paid a consolidated single fee for all their responsibilities. The Non-
Executive Directors are paid a basic fee. The Chairs of the main Board committees and the Senior
Independent Director are paid an additional fee to reflect their extra responsibilities.
The Chairman and base Non-Executive Directors fees have been increased by 2.5%, in line with
the increase awarded to the Executive Directors and mid to senior management. No changes have
been made to the supplementary fees for Non-Executive Directors.
Fee as at 1 May
2025
Fee as at 1 May
2026 Increase
Chairman £210,120 £215,373 2.5%
Base fee £59,517 £61,005 2.5%
Senior Independent Director £10,000 £10,000 –
Audit Committee Chair £10,000 £10,000 –
Remuneration Committee Chair £10,000 £10,000 –
Directors’ Remuneration report continued
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Remuneration for the year ended 30 April 2026 (audited)
The table below sets out the remuneration received by the Directors in relation to the year ended 30 April 2026 (and for long term incentive awards’ performance periods ending in the year) and in the year ended
30 April 2025.
£000 Salary and fees Taxable benefits Annual bonus
Long term
incentive Pension
3
Total Total fixed Total variable
M Ward 2026 659 24 824 169
1
26 1,702 709 993
2025 646 18 613 639
2
26 1,942 690 1,252
R Coulson
5
2026 282 5 282 445
4
11 1,025 298 727
2025 – – – – – – – –
Non-Executive Chairman
A Palmer-Lavery 2026 210 – – – – 210 210 –
2025 206 – – – – 206 206 –
Non-Executive Directors
J Pattullo 2026 80 – – – – 80 80 –
2025 78 – – – – 78 78 –
M Butcher 2026 70 – – – – 70 70 –
2025 68 – – – – 68 68 –
B Karia 2026 60 – – – – 60 60 –
2025 58 – – – – 58 58 –
M McCafferty 2026 60 – – – – 60 60 –
2025 58 – – – – 58 58 –
N Rabson 2026 60 – – – – 60 60 –
2025 58 – – – – 58 58 –
1 For FY2026, the 2023 LTIP vests based on the achievement of TSR and EPS performance to 30 April 2026 and has been valued based on the average share price during the three-month period to 30 April 2026 of 396.7p and a vesting outcome of 15.56%. £22,170
of the value in the single figure table is attributable to share price appreciation. No discretion has been exercised in relation to share price changes. 2023 LTIP awards will vest in July 2026 subject to continued employment until that date and the post-tax value of the
shares will remain subject to a holding period of two years. No dividend equivalents have been allocated to the award on vesting.
2 The LTIP amounts shown in last year’s report in respect of the LTIPs awarded in 2022 were calculated based on the average share price for the three-month period to 30 April 2025 of 304.1p. The actual share price at vesting on 13 July 2025 was 338.0p and therefore
the values have been updated to reflect the share price on that date. No dividend equivalents were allocated to the award on vesting.
3 Martin Ward’s pension entitlement was paid in cash. Rachel Coulson’s contributions were paid into the Group’s pension scheme.
4 As disclosed on page 103, Rachel Coulson received awards for compensation of awards forfeited from her previous employer. Further detail is provided later on in this report.
5 As Rachel Coulson was appointed on 18 August 2025, the remuneration reported in the single figure table reflects the period from the date of appointment to the end of the financial year.
Directors’ Remuneration report continued
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FY2026 salary
When reviewing the base salary for the CEO and the CFO, the Committee took into account a number
of factors, including the approach for our wider workforce population, individual performance and overall
contribution to the business in the year. The salary increase of 2% with effect from 1 May 2025 for the
CEO was aligned with the capped 2% rate applied to mid and senior management levels, with the greatest
increases applied to those at lower salary levels.
FY2026 FY2025 Increase
M Ward £659,386 £646,457 2%
R Coulson
1
£400,000 N/A N/A
1 Rachel Coulson’s salary was agreed on appointment on 18 August 2025.
Pension and taxable benefits (audited)
A breakdown of the taxable benefits received by Executive Directors is set out in the table below:
£000 M Ward R Coulson
Car 15 2
Medical insurance 9 3
The Executive Directors are eligible for membership of a Group personal pension plan. In view of the annual
allowance cap, Martin Ward elected to receive his entitlement in cash. Both Executive Directors received an
entitlement of 4% of base salary, which is in line with the pension provision for the wider UK workforce.
Annual bonus for the year ended 30 April 2026 (audited)
Total opportunity
The maximum bonus opportunity for the CEO was 125% of salary and was 100% of salary for the CFO on
a pro-rata basis from the date of appointment. The bonus was based 75% on underlying PBT and 25% on
strategic objectives. The targets, performance against them and resulting payment are set out in the tables
on this page.
Financial objectives
The element related to financial objectives (PBT performance) was awarded at 100% of maximum for
this element:
PBT performance
Threshold
performance
(25% of
maximum)
Target
performance
(50% of
maximum)
Maximum
performance
Actual PBT
performance
PBT 75% of total bonus £144.2m £148.7m £153.2m £160.1m
Strategic objectives
The Directors’ strategic objectives were set by the Committee at the beginning of the financial year and were
based on a robust framework of clear objectives directly aligned to the Board’s strategic priorities for the year.
The strategic objectives and the performance against them for FY2026 are set out below:
Objective How the objective has been satisfied
Maximum
scoring Outcome
Enable: Develop
products, services
and operational
capabilities
which embrace
technologies to
enable increasingly
connected smart
mobility within
our customer
proposition.
• Scope 1 and 2 emissions have fallen 29% since FY2022, in
excess of our target to reduce emissions by 10% by 2027.
Compared to our new baseline, FY2024, this represents a 25%
reduction.
• Revised Scope 1, 2 and 3 targets have been submitted to
SBTi for validation. These will be published within our net zero
transition plan in the summer 2026.
• ZIGUP recognised in first position, as the most improved
Company in the FTSE 250 for the progress made in creating
a diverse PLC board and leadership teams over the last five
years. In 2024 ZIGUP were ranked 188, in 2025 this increased
to 46.
• 99.9% of the energy procured across the state is renewable
(FY2025: 99%).
• 99% of company cars in the UK are EVs or hybrids
(FY2025: 95%).
5% 5%
Deliver: Trusted to
provide customer
service excellence
which exceeds
expectations,
delivering
industry leading
responsiveness
and operational
efficiency.
Delivering excellent customer service continues to be a strength
across the Group with NPS improving by two points year on year
and now averaging 66.
Focusing on delivering an excellent customer experience continues
to be a priority and point of differentiation. Customers continue
to share their experience with us using online platforms such as
Trustpilot and our ratings across all businesses are excellent.
In Spain the launch of a new customer area and app has created
a digital platform that centralises leasing management, giving
customers more choice in how they choose to interact with us.
The strength of our customer experience is evidenced by a series
of significant wins and renewals, reflecting an organisation that
delivers consistently and at scale. In the UK, new partnerships
such as Howden demonstrate our ability to win in competitive
environments, underpinned by trusted service and proven
outcomes. At the same time, strategic renewals, including
National Highways and Tesco Insurance’s extended partnership,
reinforce the value we continue to deliver to existing clients which
also explicitly demonstrate the value of our integrated mobility
platform. Likewise, the rail infrastructure partnership in Spain
demonstrates the Company’s commitment to winning new
business and scaling the operation.
3.75% 3.75%
Directors’ Remuneration report continued
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Objective How the objective has been satisfied
Maximum
scoring Outcome
Deliver (continued) Revenue per head has increased by 7.3% year on year. This has
been driven by both improvements in ways of working, as well
as the optimisation of organisational structures. Specifically,
the continued rollout of initiatives such as unified comms has
improved ways of working across the customer contact centres.
The streamlining of the UK&I operating model across Northgate
Mobility and FMG, has brought the UK&I region closer together.
Opportunities have been identified and delivered to simplify how
we operate. Focus has been on strengthening collaboration and
on ensuring we continue building a resilient, sustainable rental
and mobility business for the future.
3.75% 3.75%
Grow: Exploring
opportunities to
responsibly grow
the business scale
and capabilities,
including into both
complementary and
new markets and
geographies
The Group has achieved an increase in revenue (excluding
vehicle sales) of 5.2% compared to the prior year. This has been
underpinned by a further year of exceptional growth in Spain,
with revenues up 16% capitalising on our strong market position.
Growth was further supported by some strong performances
across parts of the UK&I business, particularly UK&I Rental who
secured new business wins and growth across specialist vehicles
and additional services. Both rental businesses ended the year
with good momentum in VOH growth.
12.5% 12.5%
Total 25% 25%
Further context on the targets and outcome is provided in the Introduction to the Remuneration report on
pages 94 to 96.
Based on performance to 30 April 2026, the annual bonus outcomes for the Executive Directors during the
year are shown on page 102. The Committee is satisfied that no adjustments to the payouts are required, and
that the outcomes are reflective of underlying performance. Further detail is set out in the Statement by the
Committee Chairman.
A summary of the bonus outcome is as follows:
Executive
% of
maximum
% of
salary
Bonus
outcome
(£000)
Awarded
in cash
(£000)
Awarded in
shares
(£000)
M Ward 100 125 824 412 412
R Coulson 100 100 282 141 141
Rachel Coulson’s bonus opportunity was pro rated to reflect the period of service following appointment.
50% of the bonus will be used to purchase shares. Shares are subject to a minimum deferral period of three
years and are not subject to continued employment.
Vesting of 2023 LTIP awards (audited)
The performance conditions related to the 2023 LTIP award are due to vest as follows:
Performance
Threshold target
(25% vesting)
Stretch target
(100% vesting)
Actual
performance
Vesting
achieved
EPS 75% of total LTIP 57.9p 61.5p 53.1p 0%
TSR versus FTSE 250 (excluding
investment trusts) 25% of total LTIP
Median Upper quartile Between median
and upper quartile
62.23%
Total 15.56%
No dividend equivalents were included as part of the award.
The Committee reviewed the formulaic LTIP outcome and determined that this was appropriate in the
context of wider business performance over the performance period. As such, no discretionary adjustments
were made.
The share price used to determine the 2023 LTIP of 345p was higher than the share price used to determine
awards granted in 2022 and therefore the Committee considered that there were no windfall gains related to
this award.
The awards are due to vest in August 2026, subject to ongoing service conditions being met, and will be
subject to a two-year holding period.
Awards granted during FY2026
CFO awards granted to replace forfeited awards
As set out earlier, share awards with a total value of £444,920 have been made to compensate Rachel
Coulson for awards that were forfeited upon leaving her previous employer. These took into account the form,
value, and time horizons of forfeited awards, in line with market practice.
Restricted shares forfeited
Upon leaving her previous employer, two awards of restricted shares were forfeited that were due to vest
in May 2025 and May 2026 respectively. These had a total value of £168,726 and were replaced in full. An
award of 49,978 nil-cost options was made on 20 August 2025, with a vesting date of 1 May 2026, extending
the time horizon of the award that was originally due to vest in May 2025.
Performance shares forfeited
Upon leaving her previous employer, two awards of performance shares were forfeited that were due to vest
in May 2025 and 2026. The award due to vest in May 2025 had a value of £197,915 following the application
of the performance vesting level that would have applied had Rachel remained at her previous employer. On
9 September 2025, Rachel was awarded 31,071 shares on a net of tax basis. Whilst this award was due to
vest in May 2025, the Committee determined to extend the time horizon of this award and to impose a one-
year holding period. The award due to vest in May 2026 had a value of £80,817 following the application of
the performance vesting level that would have applied had Rachel remained at her previous employer. On
1 May 2026, Rachel was awarded 12,687 shares on a net of tax basis. Whilst this award was due to vest in
May 2026, the Committee determined to impose a one-year holding period. The total value of these awards
(gross of tax) using the share price on date of grant was £276,194.
Directors’ Remuneration report continued
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Awards granted on appointment were converted into ZIGUP shares using the average share price one month
prior to joining of £3.38 and any subsequent awards were converted using share price on date on transfer.
No buy-out was made in respect of any bonus awards or shares that had been due to vest in May 2027. All
awards are subject to malus and clawback provisions.
Value Creation Plan
Following shareholder approval of the Company’s VCP at the AGM held on 23 September 2025, awards were
granted on 23 October 2025 to Executive Directors and members of the Executive Committee. The VCP
is designed to align participants with the long-term shareholder value creation. The VCP Pool Value will be
determined following the three-year performance period ending 30 April 2028 and will normally be calculated
as 10% of the growth in value of the Company’s issued share capital (including the aggregate value of
dividends paid during the performance period) above a hurdle of £5.21 per share, subject to a cap of £8 per
share. Participants will be entitled to acquire ordinary shares at nominal cost corresponding to their allocated
share of the VCP Pool Value. Awards vest subject to the rules of the Plan and are normally subject to a further
two-year holding period. The allocation of the VCP pool value for the Executive Directors is as follows: Martin
Ward 30.0% share and Rachel Coulson 15.0% share. The Remuneration Committee believes the VCP
provides a strong alignment between management and shareholders by linking rewards directly to long term
value creation.
Directors’ Remuneration report continued
Malus and clawback provisions
The Committee may decide within three years from the date at which performance has been determined by
the Committee that malus and/or clawback will be applied to the underlying awards. The Committee selected
this period as it is considered to be a reasonable timeframe for any relevant events to come to light and the
period is consistent with market practice. Malus and clawback may be applied in the following circumstances:
(i) misconduct; (ii) an error in or restatement of the Group’s financial statements; (iii) error in assessing
performance criteria and/or (in respect of the VCP) pool value and participation percentage; (iv) corporate
failure; (v) serious reputational damage (vi) failure of risk management (vii) misrepresentation; or (viii) such
other exceptional circumstances as the Committee determines. Further details are provided on page 110
of the ZIGUP Annual Report for the year ended 30 April 2025. Malus and clawback have not been applied
during the year.
Percentage change in remuneration levels
The table below sets out the percentage change in base salary, value of taxable benefits and bonus for all the Directors compared with the average percentage change for employees of the Company.
Average percentage change
2025–2026
Average percentage change
2024–2025
Average percentage change
2023–2024
Average percentage change
2022–2023
Average percentage change
2021–2022
Salary
Taxable
benefits
Annual
bonus Salary
Taxable
benefits
Annual
bonus Salary
Taxable
benefits
Annual
bonus Salary
Taxable
benefits
Annual
bonus Salary
Taxable
benefits
Annual
bonus
M Ward 2% 27% 34% 3% (9%) (22%) 3% 8% 3% 3% (4%) 3% 15% 12% 28%
R Coulson 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
A Palmer-Lavery 2% N/A N/A 3% N/A N/A 0% N/A N/A 0% N/A N/A 20% N/A N/A
J Pattullo 1% N/A N/A 2% N/A N/A 0% N/A N/A 18% N/A N/A 3% N/A N/A
M Butcher 2% N/A N/A 3% N/A N/A 0% N/A N/A 3% N/A N/A 3% N/A N/A
B Karia 2% N/A N/A 3% N/A N/A 1% N/A N/A N/A N/A N/A N/A N/A N/A
M McCafferty 2% N/A N/A 3% N/A N/A 0% N/A N/A 3% N/A N/A 3% N/A N/A
N Rabson 2% N/A N/A 4% N/A N/A 110% N/A N/A N/A N/A N/A N/A N/A N/A
Company employees* 6% 74% 16% 9% (36%) (23%) 7% (23%) 31% (22%) 87% (31%) 44% (70%) 2015%
* As there are less than 50 colleagues who are directly employed by ZIGUP plc, the average pay calculation can be easily skewed by a change in composition of staff and this is one of the reasons for the changes during the year.
Annual bonus for Company employees is the amount paid in each year, whereas the Directors’ bonus is the amount earned in each period as the information on Company employees’ bonus amounts is not available at the
date of this report.
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Payments to past Directors and payments for loss of office (audited)
There were no payments to past Directors or payments for loss of office during FY2026.
CEO to employee pay ratio
The table below sets out the ratio of the CEO’s single figure of total remuneration to the total remuneration of
the 25th percentile, median (50th percentile), and 75th percentile remuneration of our UK employees, in line
with the regulations.
Option A of the Companies (Miscellaneous Reporting) Regulations 2018 has been used to calculate the ratio
as it was considered to provide the most accurate basis of calculation. Full-time equivalent remuneration for
all UK employees for the financial year has been used for pay periods across the year. Total remuneration
has been prepared using the same methodology as the single figure table with the exception of the bonus.
The bonus figure for employees is based on the amount paid in each year as the information on employees’
bonus amounts is not available at the date of this report whereas the bonus included in the single figure table
is the amount earned in each period.
Financial year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2026 Option A 57:1 47:1 33:1
2025 Option A 67:1 56:1 39:1
2024 Option A 84:1 71:1 50:1
2023 Option A 171:1 142:1 101:1
2022 Option A 63:1 51:1 35:1
2021 Option A 57:1 45:1 30:1
2020 Option A 64:1 53:1 37:1
2019 Option A 47:1 38:1 26:1
Salary and total remuneration details for the relevant individuals are set out as follows:
£000 CEO 25th percentile Median 75th percentile
2026
Salary 659 27 35 47
Total remuneration 1,702 30 37 52
The employees at the 25th, 50th and 75th percentile have been determined by reference to average
employee pay across the Group for the financial year being reported on.
Unlike the total remuneration for the majority of employees, total remuneration for the CEO is mostly
dependent on business performance and share price movements over time. As a result, the ratios may
fluctuate significantly from year to year. The pay ratio is lower in 2026 when compared to 2025 primarily due
to the value of the LTIP award with a performance period ending FY2026 being lower than FY2025.
The Committee has responsibility for setting the remuneration of the Executive Directors and other senior
management, and reviews the wider policies and practices for our workforce. The Committee is satisfied that
the median pay ratio is consistent with the Group’s pay, reward and progression policies.
Performance graph measured by TSR
The graph below illustrates the performance of ZIGUP plc measured by Total Shareholder Return (share
price growth plus dividends reinvested in shares) against a ‘broad equity market index’ over a rolling 10-
year period (the period covered by the graph below is 30 April 2016 to 30 April 2026). Consistent with the
approach adopted in previous years, we show performance against the FTSE 250 (excluding investment
trusts) of which we are a constituent. The mid-market price of the Company’s ordinary shares at 30 April
2026 was 397.0p (30 April 2025: 312.5p). The range during the year was 294.5p – 430.0p.
ZIGUP FTSE 250 (excluding investment trusts)
0
50
100
150
200
250
04/2026
04/202504/202404/202304/202204/202104/202004/201904/201804/201704/2016
Total remuneration for the CEO
The total remuneration figure for the CEO during each of the previous 10 financial years is as follows:
Year ended 30 April 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
Total remuneration
£000 821 490 1,032 1,319 1,200 1,440 4,218 2,282 1,942 1,702
Annual bonus
(% of maximum) – – 72.4 – 100 100 100 100 75.9 100
LTIP vesting
(% of maximum) 61.8 – – – – – 100 100 69.6 15.6
The total remuneration figure includes the annual bonus and LTIP awards which vested based on
performance periods ending in those years. The annual bonus and LTIP percentages show the payout for
each year as a percentage of the maximum. In years when there was a change of CEO, the figures shown are
the aggregate for the office holders during that year and include any payments for loss of office. The CEO in
office for each year can be found in previously published reports.
Directors’ Remuneration report continued
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Importance of spend on pay
£000 2026 2025 Increase
Staff costs 332,866 310,082 7. 3%
Dividends 59,512 59,042 0.8%
Share buybacks – 5,332 (100%)
The table above shows the movement in spend on staff costs versus that on dividends and share buybacks, reflecting a significant return of capital to our shareholders and our significantly increased investment in the wider
workforce. The previously announced share buy back programme was completed in FY2025.
Outstanding share awards
The table below sets out details of Executive Directors’ outstanding share awards.
M Ward
Scheme Grant date
Exercise price
(p)
Shares under
option at
30 April 2025
Number of
options/shares
granted during
the year
Vested
during year
Exercised
during year
2
Lapsed
during year
Forfeited
during year
Number of
shares at
30 April 2026
1
End of
performance
period Vesting date Exercise period
LTIP 1 3 .07. 2 2 Nil 271,763 – 271,763 271,763 – – – 30.04.25 13.07.25 13.07.25 – 13.07.32
LTIP 02.08.23 Nil 273,143 – – – – – 273,143 30.04.26 02.08.26 02.08.26 – 02.08.33
LTIP 22 . 07. 24 Nil 228,609 – – – – – 228,609 30.04.27 22.07.27 22.07.27 – 22.07.34
Total 773,515 – 271,763 271,763 – – 501,752
R Coulson
Scheme Grant date
Exercise price
(p)
Shares under
option at
30 April 2025
Number of
options/shares
granted during
the year
Vested
during year
Exercised
during year
Lapsed
during year
Forfeited
during year
Number of
shares at
30 April 2026
1
End of
performance
period Vesting date Exercise period
LTIP
3
20.08.25 Nil – 49,978 49,978 – – – 49,978 N/A 01.05.26 01.05.26 – 01.05.36
Total – 49,978 49,978 – – – 49,978
1 All outstanding awards are structured as nil-cost options.
2 The market value of the shares on date of exercise was £925,353 at an exercise price of 340.5p on 16 July 2025.
3 Upon joining the Company, Rachel Coulson forfeited outstanding incentive awards from her previous employer. In accordance with the Company’s approved Remuneration Policy, the Committee granted a replacement award under the LTIP rules to compensate for
remuneration forfeited on recruitment. The Committee considered the value, vesting dates and performance conditions attaching to the forfeited awards and structured the replacement awards to provide broadly equivalent value to the remuneration foregone.
Directors’ Remuneration report continued
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Directors’ Remuneration report continued
SAYE
The Board believes that encouraging wider share ownership by all colleagues will have longer term benefits
for the Group and therefore the Group has SAYE schemes available to qualifying colleagues. The SAYE
provides an effective way of achieving that aim at no financial risk to individuals.
Under the SAYE, colleagues choose to make monthly savings (which are paid to a financial institution) in
return for options to buy shares in the Company, at the option price and using savings accumulated over the
savings period (three years). Colleagues can choose to cease saving and withdraw their money at any time
allowing the related options to lapse.
Options over 1,500,568 shares were granted under the SAYE scheme, in August 2025, with approximately
1,136 colleagues making monthly savings under the schemes. The next offer to take part in the SAYE
scheme is expected to be made later in 2026.
Martin Ward and Rachel Coulson are entitled to participate in the SAYE, but the Non-Executive Directors
cannot participate.
SIP
The SIP, like the SAYE plan, is available to all eligible colleagues across the Group. In December 2025, the
Company awarded free shares to eligible UK colleagues and restricted stock options to eligible Irish and
Spanish colleagues, each with a value of £500 under the Share Incentive Plan. During the year, the SIP and
SAYE schemes had approximately 8,588 participants.The next invitation to participate in the SIP is expected
to be made later in 2026.
Executive Directors are entitled to participate in the SIP, but the Non-Executive Directors cannot
participate in the scheme. Martin Ward and Rachel Coulson were granted 127 free shares each on
5 December 2025.
Sourcing of shares
A combination of newly-issued, treasury and market purchase shares (using a Guernsey employee benefit
trust) may be used to satisfy the requirements of the Group’s existing share schemes.
Overall plan limits
All the Company’s share schemes operate within the following limits: in any 10-calendar-year period, the
Company may not issue (or grant rights to issue) more than:
a. 10% of the issued ordinary share capital under all the share plans; and
b. 5% of the issued ordinary share capital under the executive and senior management share plans
(EPSP and DABP).
The dilution position as at 30 April 2026 was 1.0 % under the EPSP and 0% under the DABP, and 1.2 %
under the SAYE and 1.1% under the SIP.
Service contracts and letters of appointment
The table below gives details of the service contracts and letter of appointments for each member of the Board.
Date of appointment
Date of current contract/
letter of appointment
Notice
from the
Company
Notice
from the
individual
Unexpired
period of service
contract/letter of
appointment
Executive Director
M Ward
1
21 February 2020 22 December 2010 12 months 12 months Rolling contract
R Coulson 18 August 2025 18 August 2025 6 months 6 months Rolling contract
Non-Executive Directors
2
A Palmer-Lavery 12 August 2019 12 August 2019 6 months 6 months Rolling contract
J Pattullo 1 January 2019 18 December 2020 3 months 3 months Rolling contract
M Butcher 24 September 2019 18 September 2019 3 months 3 months Rolling contract
B Karia 6 May 2022 6 May 2022 3 months 3 months Rolling contract
M McCafferty 21 February 2020 21 February 2020 3 months 3 months Rolling contract
N Rabson 9 November 2022 9 November 2022 3 months 3 months Rolling contract
1 Redde plc (as it was) contract rolled over.
2 The Non-Executive Directors’ contracts are typically entered into for an anticipated term of three years, which is extended by the
Board for further terms as appropriate.
Directors’ shareholding and share interests
The Executive Directors are required to build up a shareholding equivalent to 200% of salary, to be achieved
primarily through the retention, after tax, of shares acquired on exercise of options granted under the LTIP
and shares acquired through bonus deferral, until such time as their share ownership requirement has been
met. Directors are not required to go into the market to purchase shares, although market purchases are
encouraged and any shares so acquired would count towards meeting the guidelines.
The Chairman and Non-Executive Directors do not have a shareholding guideline although the holding of
shares in the business is encouraged. Details of the Directors’ interests in shares are shown in the table on
page 108.
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Share interests (audited)
Number of shares:
Beneficially
owned at
30 April 2026
Vested but not
exercised LTIP Unvested LTIP
% shareholding
guideline
achieved at
30 April 2026
M Ward 2,733,385 – 501,752 Fully met
R Coulson 31,198 – 49,978 16%
A Palmer-Lavery 110,442 – – N/A
J Pattullo 80,000 – – N/A
M Butcher 34,676 – – N/A
B Karia – – – N/A
M McCafferty 11,007 – – N/A
N Rabson 8,272 – – N/A
Martin Ward met the shareholding policy guideline as he holds shares with a value in excess of 200% of basic
annual salary. Rachel Coulson has not yet met the shareholding guideline as she has only been in role since
18 August 2025, and she is on track to meet the guidline.
Martin Ward exercised 271,763 shares during the year under the LTIP. Martin Ward’s shares include 277,139
shares under the deferred element of the bonus scheme including 49,369 awarded in July 2025 and 127
shares awarded under the SIPs. The annual bonus deferred shares vested immediately but are held in a
nominee account for three years following the date of award, in accordance with the scheme rules.
No changes in the above interests have occurred between 30 April 2026 and the date of this report.
The Remuneration Committee
The members of the Committee during the year and their attendance at Committee meetings during the year
are listed on page 94.
The CEO and CFO attend meetings by invitation and assist the Committee in its deliberations, except when
issues relating to their own remuneration are discussed. Directors are not involved in deciding their own
remuneration. The Company Secretary acts as secretary to the Committee.
Remuneration advisers
In 2022, the Committee reviewed its remuneration advisory arrangements and conducted a competitive
selection process to appoint a new remuneration adviser to the Committee. Following the selection process,
the Committee appointed Deloitte LLP (Deloitte) as remuneration adviser to the Committee on 6 September
2022. Since its appointment, Deloitte has provided independent advice to the Committee on certain
remuneration matters. The total fees paid to Deloitte in respect of its services to the Committee during the
year were £61,950 inclusive of VAT. The fees are charged on a time spent and expenses basis.
Deloitte is a signatory to the Remuneration Consultants’ Code of Conduct. During the year Deloitte did not
provide any other services to the Company. The Committee is satisfied that advice received from Deloitte
during the year was objective and independent and that all individuals who provided remuneration advice
to the Committee had no connections with ZIGUP or its Directors that may impair their independence. The
Committee’s terms of reference are available on the Company’s website: www.zigup.com
The Committee is responsible for making recommendations to the Board on the remuneration packages
and terms and conditions of employment of the Chairman and the Executive Directors of the Company,
as well as the Company Secretary; and under the new Code, of members of the Group Operating Board
immediately below the Executive Directors. The Committee also reviews remuneration policies and practices
generally throughout the Group. In accordance with the policy, the Committee has sought to ensure that the
incentive structure will not raise ESG risks by inadvertently motivating irresponsible behaviour and will take
account of ESG matters generally in determining overall remuneration policy and structure. The Committee
considers corporate performance on ESG issues when setting the Executive Directors’ annual objectives
and remuneration.
Directors’ Remuneration report continued
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Statement of shareholder voting and shareholder feedback
The following table sets out the votes received from shareholders for the Directors’ Remuneration report at
the 2025 AGM:
Directors’ Remuneration report 2025 – Resolution 3 Total number of votes Votes %
Votes cast
For 177,871,452 98.73
Against 2,285,432 1.27
Total votes cast (excluding votes withheld) 180,156,884
Votes withheld 24,499
Total votes cast (including votes withheld) 180,181,383
Directors’ Remuneration Policy 2025 – Resolution 4 Total number of votes Votes %
Votes cast
For 119,090,151 66.11
Against 61,060,823 33.89
Total votes cast (excluding votes withheld) 180,150,974
Votes withheld 30,409
Total votes cast (including votes withheld) 180,181,383
Votes withheld are not included in the final proxy figures as they are not recognised as a vote in law. Further
context in relation to the voting outcome and the actions taken by the Committee has been provided in the
Remuneration Committee Chair’s letter.
Approval
This annual report on remuneration has been approved by, and signed on behalf of, the Board of Directors.
John Pattullo
Remuneration Committee Chairman
7 July 2026
Directors’ Remuneration report continued
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Report of the Directors
The Directors present their report and the audited consolidated accounts for the year ended 30 April 2026.
Results and preparation
Details on financial performance and dividends can be found in the Strategic Report from pages 34 to 41.
This report has been prepared in accordance with the requirements outlined within The Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 and forms part of the management
report as required under Disclosure Guidance and Transparency Rule (DTR) 4. This section, together with
the Strategic Report, the Corporate Governance section on pages 74 to 121 and the other sections of the
Annual Report and Accounts as referred to herein, fulfil the requirements of the Directors’ report.
Strategic Report
The Strategic Report on pages 01 to 72 was approved by the Board on 7 July 2026 and is incorporated into
this Directors’ report by reference.
Close company status
So far as the Directors are aware, the close company provisions of the Income and Corporation Taxes Act
2010 do not apply to the Company.
Articles of Association
The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles
of Association (the Articles), copies of which can be obtained from Companies House in the UK or by writing
to the Company Secretary. With regard to the appointment and replacement of Directors, the Company is
governed by the Articles, the UK Corporate Governance Code, the Companies Act 2006 (the Companies
Act) and related legislation. The powers of Directors are set out in the Articles.
Amendment to Articles of Association
Any amendments to the Articles may be made in accordance with the provisions of the Companies Act by
special resolution of the shareholders.
Share capital
Details of the issued share capital, together with details of any movements during the year, are shown in Note
23 to the financial statements. The Company has one class of ordinary share, which carries no right to fixed
income. Each ordinary share carries the right to one vote at general meetings of the Company.
The Company has also issued cumulative preference shares of 50p each that entitle the holder to receive a
cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at
either winding up or a repayment of capital. The cumulative preference shares do not entitle the holders to
any further or other participation in the profits or assets of the Company.
The percentage of the total issued nominal value of all shares represented by the ordinary shares is 99.6%
(2025: 98.3%) with the remainder being preference shares.
Share rights
Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing
shares or class of shares, any share may be issued with such rights or restrictions as the Company may
by ordinary resolution determine or, subject to and in default of such determination, as the Board shall
determine. The Company’s shares when issued are free from all liens, equities, charges, encumbrances, and
other interests. No shareholder shall be entitled to vote at a general meeting, either in person or by proxy, in
respect of any share held by them unless all monies presently payable by them in respect of that share have
been paid. In addition, no shareholder shall be entitled to vote, either in person or by proxy, if they have been
served with a notice under section 793 of the Companies Act (concerning interests in those shares) and have
failed to supply the Company with the requisite information.
Other than restrictions considered to be standard for a UK listed company (for example, restrictions on
transfer of partly-paid certificated shares), there are no specific restrictions on the size of a holding nor on
the transfer of shares in the Company, which are both governed by the general provisions of the Articles and
prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s
shares that may result in restrictions on the transfer of securities or on voting rights.
Details of employee share schemes are set out in the Directors’ Remuneration report. Shares held by the
Company’s Share Schemes Trustees are voted on the instructions of the employees on whose behalf they
are held. Shares held in the Guernsey Trust are voted at the discretion of the Trustees.
No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.
Directors’ interests
Details of the Directors’ interests in shares are set out in the Remuneration report on pages 107 to 108. No
Company in the Group was, during or at the end of the year, party to any contract of significance in which any
Director was materially interested. 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 change of control.
Authority to issue shares
Subject to the provisions of the Companies Act and without prejudice to any rights attached to any existing
shares or class of shares, any share may be issued with such rights or restrictions as the Company may by
ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine.
The authority conferred on the Directors at last year’s AGM to allot shares in the Company up to a maximum
nominal amount of £38,135,928 (representing 33.3% of the issued ordinary share capital of the Company
(excluding treasury shares), as at the latest practicable date before publication of the Notice of the
Company’s last AGM) and, in connection with a pre-emptive offer to existing shareholders, to allot additional
shares in the Company up to a maximum nominal amount of £38,135,928 (representing a further 33.3% of
the issued ordinary share capital of the Company (excluding treasury shares), as at the latest practicable
date before publication of the Notice of the Company’s last AGM), expires on the date of the forthcoming
AGM. Shareholders will be asked to give a similar authority to allot shares at the forthcoming AGM.
Report of the Directors
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Report of the Directors continued
The Company at its last AGM, sought authority to allot shares in line with the guidance, issued by the Pre-
Emption Group of the Financial Reporting Council, that issuers may disapply pre-emption rights up to 10%
of the Company’s issued ordinary share capital and a further 2% follow-on offer and seek further authority
to disapply pre-emption rights for up to an additional 10% for certain acquisitions or specified capital
investments and a further 2% follow-on offer.
The authorities were limited to:
• firstly, an aggregate nominal amount of £11,441,922, representing approximately 10% of the current
issued ordinary share capital (excluding treasury shares); and
• secondly, a further 10% of the Company’s ordinary share capital (excluding treasury shares), provided that
this additional power is only used in connection with acquisitions and specified capital investments which
are announced contemporaneously with the issue, or which have taken place in the preceding 12-month
period and are disclosed in the announcement of the issue.
The authorities in a follow-on offer were limited to:
• firstly, an aggregate nominal value of £2,288,384, representing approximately 2% of the current issued
share capital (excluding treasury shares); and
• secondly, an additional aggregate nominal value of £2,288,384, representing approximately 2% of the
current issued share capital (excluding treasury shares).
• these amounts are in addition to the amounts authorised for the general use authority and authority for
acquisitions and specified capital investments described above.
Shareholders will be asked to give similar authorities to disapply pre-emption rights at the forthcoming AGM.
Authorities to purchase shares
The authorities for the Company to purchase in the market up to: (i) 22,883,844 of its ordinary shares
(representing 10% of the issued share capital of the Company as at the latest practicable date before
publication of the Notice of the Company’s last AGM); and (ii) 1,000,000 of its preference shares (being all
of its preference shares remaining in issue), in each case granted at the Company’s last AGM, expire on the
date of the forthcoming AGM. Shareholders will be asked to give similar authorities to purchase shares at the
forthcoming AGM.
Directors
The names of the Directors who served on the Board during the year are set out on pages 79. Director
Resolutions to reappoint each of the Directors in office at the date of this report will be proposed at the
AGM. Termination provisions in respect of Executive Directors’ contracts can be found in the Directors’
Remuneration report, starting on page 94.
Interests in shares
The Company is aware of the following persons who, either directly or indirectly, held 3% or more of the
issued share capital of the Company as at 30 April 2026:
30 April 2026 %
Fidelity International* 22,159,828 9.68
BlackRock* 17,082,037 7.4 6
Aberforth Partners* 16,789,074 7.3 4
JO Hambro Capital Management* 14,054,970 6.14
Lombard Odier Investment Managers* 13,505,535 5.90
Vanguard Group* 12,070,525 5.27
Dimensional Fund Advisors 10,992,662 4.80
Schroder Investment Management* 8,364,549 3.66
Employee Benefit Trust* 7,345,540 3.21
Artemis Investment Management * 7,163,278 3.13
* Information obtained from the Company’s share register.
Directors’ indemnities
As permitted by the Company’s Articles, qualifying third party indemnities for each Director of the Company
were in place throughout their periods of office during the year and, for those currently in office, remained in
force as at the date of signing of this report.
The Company’s Articles are available on the Company’s website: www.ZIGUP.com
Disabled employees
The Group welcomes and gives full and fair consideration to applications for employment from persons with
a disability (both visible and non-visible). Our focus is on providing the right tools to support both current
and future employees with a disability to be successful in the workplace. The Group assists employees who
have a disability with training, career development and progression opportunities and, in a situation where an
existing employee develops a disability, our approach is to provide continuing support and training wherever
possible. Where changes to working practices or structure affect employees, they are consulted and given
the appropriate assistance.
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Report of the Directors continued
Stakeholder engagement
The Board understands the importance of the need to foster relationships with customers, suppliers,
investors and other stakeholders. Examples of how the Board engaged directly with the Group’s people,
customers and suppliers during the year are highlighted below.
People engagement
We are committed to ensuring that we can create a safe and inclusive environment for our people, and
we continue to work to ensure our commitments are well implemented across all areas of the Group. All
colleagues are provided with information on matters of concern to them in their work, through regular briefing
meetings and internal publications. To inform colleagues of the economic and financial factors affecting our
business, regular updates are posted on our intranet, and we receive regular communications of matters of
interest from the CEO. Alongside this, information is cascaded to colleagues through senior management,
also boosting engagement. Group incentive schemes reinforce financial and economic factors affecting
the performance of the business. In recent years the Company has successfully operated the SAYE risk-
free share saving programme across the Group and the Free Share programme, under which all eligible
colleagues were provided with £500 worth of free shares in the Company.
The Free Shares programme, allows colleagues the opportunity to participate in the success of the Group
and promotes alignment of interests between colleagues and shareholders.
The Group also engages with its colleagues in the business through The Voice Network, which is chaired by
a senior member of the Group. The Forum comprises members from across the Group to ensure a balanced
representation of the workforce and is attended by other members of senior management from time to time.
The Voice Network is a forum which allows colleagues to address any matters of concern they have about
the Group, and any matters which are deemed to be of material importance are cascaded to the Board. For
further information relating to the work of this group see page 82 .
Engagement with customers and suppliers
The Company regularly engages with its customers to understand their needs and enable them to receive
the widest of benefits through the Company’s customer offering. As part of this the Board considered during
the year both the services the customers look to receive and the requirements that underpin demand for
these services. The Company also engages with its suppliers at the outset of the relationship to agree on
performance metrics and ensure continual monitoring and performance. Regular meetings with our suppliers
are undertaken, which also includes periodic performance reviews to ensure compliance with the Company’s
Modern Slavery statement and its Code of Conduct. The Board reviewed and approved the Modern Slavery
statement in the year.
Further detail on how the Directors have discharged their duties under Section 172(1) of the Companies Act
is included on pages 70 to 72.
Future developments
Details of likely future developments affecting the Group are included within the Chief Executive’s review on
pages 12 to 15 and within the Our strategy section on page 22.
Disclosure of information under Listing Rule 9.8.4R(12)
Dividend waiver arrangements are in place for the employee trusts and shares held in treasury:
Section Topic Location
1 Interest capitalised N/A
2 Publication of unaudited financial information N/A
3 Details of long term incentive schemes This can be found in the Remuneration
report on pages 94 to 109
4 Waiver of emoluments by a Director N/A
5 Waiver of future emoluments by a Director N/A
6 Non pre-emptive issues of equity for cash N/A
7 As item (6), in relation to major subsidiary
undertakings
N/A
8 Parent participation in a placing by a listed subsidiary N/A
9 Significant agreements This can be found on page 113
10 Provision of services by a controlling shareholder N/A
11 Shareholder waivers of dividends This can be found immediately above
this table
12 Shareholder waiver of future dividends N/A
13 Agreements with controlling shareholders N/A
Dividends
Subject to shareholder approval, the Directors are recommending a final dividend of 18.2p per share (2025:
17.6p) which will be paid on 30 September 2026 to shareholders on the register as at close of business on
28 August 2026. Dividend waiver arrangements are in place for shares held in employee trusts and shares
held in treasury.
Political donations
No political donations were made by the Group in the year.
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Subsidiaries
As a Group our interests and activities are operated through subsidiaries in the UK, Spain and Ireland, and
are subject to the laws and regulations of these jurisdictions.
There are no overseas branches.
Significant agreements
The Group’s financing facilities (Note 19 to the financial statements) and share plans are subject to change of
control provisions.
Research and development
The Group carries out research and development necessary to support its principal activities as a mobility
solutions provider.
Energy and carbon reporting
The disclosures regarding greenhouse gas emissions, energy consumption and energy efficiency actions
included in the Companies Act (Strategic Report and Directors’ Report) Regulations 2013 (as amended) are
included in the TCFD and SECR report of the Strategic Report on pages 58 to 67.
The Remuneration report
The Remuneration report contains the following sections:
• a statement by John Pattullo, Chairman of the Remuneration Committee;
• the Remuneration Policy; and
• the Directors’ Remuneration report, which sets out payments made in the financial year ended
30 April 2026.
The statement by the Chairman and Directors’ Remuneration report will be put to an advisory shareholder
vote by ordinary resolution.
The Remuneration report can be found on pages 94 to 109 and is incorporated in this Directors’ report
by reference.
Length of notice of general meetings
The minimum notice period permitted by the Companies Act for general meetings of listed companies is
21 days, but the Companies Act provides that companies may reduce this period to 14 days (other than
for AGMs) provided that two conditions are met. The first condition is that the Company offers a facility for
shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to
all shareholders, to appoint a proxy by means of a website.
A separate notice of AGM has been issued to all shareholders which includes details of the Company’s
arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of
shareholders approving the reduction of the minimum notice period from 21 days to 14 days.
Report of the Directors continued
A resolution to approve 14 days as the minimum period of notice for all general meetings of the Company
other than AGMs will be proposed at the AGM. The approval will be effective until the Company’s next AGM,
when it is intended that the approval be renewed.
It is the Board’s intention that this authority would not be used as a matter of routine but only when merited by
the circumstances of the meeting and in the best interests of shareholders.
Financial instruments
Details of the Group’s use of financial instruments are given in Note 29 to the financial statements.
Important events
There have been no notable events since the end of the financial year.
Auditor
In the case of each of the persons who are Directors of the Company at the date when this report was approved:
• so far as each of the Directors is aware, there is no relevant audit information of which the Company’s
auditors is unaware; and
• each of the Directors has taken all the steps that they ought to have taken as a Director to make himself or
herself aware of any relevant audit information (as defined) and to establish that the Company’s auditor is
aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the
Companies Act.
A resolution for the reappointment of PwC as auditor of the Company will be proposed at the forthcoming
AGM. This proposal is supported by the Audit Committee.
The Directors’ report, comprising the Corporate governance report and the reports of the Audit, Nominations
and Remuneration Committees, have been approved by the Board and signed on its behalf.
On behalf of the Board.
Avril Palmer-Lavery
Chairman
7 July 2026
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Statement of Directors’ responsibilities in respect of the financial statements
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 UK-adopted international
accounting standards and the Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 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 Company and of the profit or loss of the Group
for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been followed for the
Group financial statements, and United Kingdom Accounting Standards, comprising FRS 101, have
been followed for the Company financial statements, subject to any material departures disclosed and
explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to ensure that the financial statements and the
Directors’ Remuneration report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
Each of the Directors, whose names and functions are listed in the Corporate Governance section confirm
that, to the best of their knowledge:
• the Group financial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the
Group;
• the Company financial statements, which have been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial
position of the Company; and
• the Report of the Directors includes a fair review of the development and performance of the business and
the position of the Group and Company, together with a description of the principal risks and uncertainties
that it faces.
In the case of each Director in office at the date the Directors’ report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s
auditor is unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware
of any relevant audit information and to establish that the Group’s and Company’s auditor is aware of that
information.
On behalf of the Board.
Martin Ward
Chief Executive Officer
7 July 2026
Statement of Directors’ responsibilities in
respect of the financial statements
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Independent auditor’s report to the members of ZIGUP plc
Report on the audit of the financial statements
Opinion
In our opinion:
• ZIGUP plc’s Group financial statements and Company financial statements (the ‘financial statements’)
give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 April 2026 and of
the Group’s profit and the Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK -adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006 ;
• the Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 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 and Accounts 2026 (the ‘Annual
Report’), which comprise:
• the Consolidated balance sheet as at 30 April 2026;
• the Company balance sheet as at 30 April 2026;
• the Consolidated income statement for the year then ended;
• the Consolidated statement of comprehensive income for the year then ended;
• the Consolidated cash flow statement for the year then ended;
• the Consolidated statement of changes in equity for the year then ended;
• the Company statement of changes in equity for the year then ended; and
• the notes to the financial statements, comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
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 Auditor’s 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, as applicable to
listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical
Standard were not provided.
Other than those disclosed in Note 5, we have provided no non-audit services to the Company or its
controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
• The Group is organised into 26 reporting components and the Group financial statements are a
consolidation of these reporting components.
• Of the 26 components, we identified 5 which, in our view, required a full scope audit either due to their size
or risk characteristics.
• Specified audit procedures were performed over a further 5 components due to their contributions to
the financial statement line items in the Group financial statements. These include procedures over cost
of sales, revenue, cash and bank balances, finance costs, borrowings, administrative expenses, lease
liabilities, provisions, other intangible assets and amortisation of intangible assets.
Key audit matters
• Determining appropriate depreciation rates for vehicle assets held for hire (Group).
• Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition
(Group).
• Recoverability of investments in subsidiary undertakings and amounts due from subsidiary undertakings
(parent).
Materiality
• Overall Group materiality: £6,880,000 (2025: £7,940,000) based on 5% of average profit before tax and
exceptional items over three years.
• Overall Company materiality: £17,386,000 (2025: £16,600,000) based on 1% of total assets.
• Performance materiality: £5,160,000 (2025: £5,955,000) (Group) and £13,039,000 (2025: £12,450,000)
(Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements.
Independent auditor’s report to the
members of ZIGUP plc
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Independent auditor’s report to the members of ZIGUP plc continued
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the auditors; including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with those of last year.
Key audit matter How our audit addressed the key audit matter
Determining appropriate depreciation rates for vehicle assets held for hire (Group)
The Group has a total of £1,763.0m (2025: £1,511.3m) of vehicle assets held for hire with a depreciation
charge totalling £286.1m (2025: £258.7m). The Group adopts an accounting policy that uses depreciation
rates based on estimated useful lives with the anticipation that the net book value of these vehicle assets
approximates to their market value at the time of disposal. This policy seeks to minimise any significant
gains or losses upon disposal of the vehicle assets. This policy requires management to make an
estimate of what the residual value will be at the time of disposal. Determining likely residual values for
future vehicle disposals is judgemental and requires a number of judgements and estimates to be made,
including the age, condition and expected future market conditions, such as forecast levels of supply
and demand. Further explanation is included in the Group’s critical accounting judgements and key
sources of estimation uncertainty in Note 3 and the Report of the Audit Committee on pages 88 to 93. The
disclosures in respect of vehicle assets held for hire are shown in Notes 2, 3 and 13.
We have obtained management’s forecasts used to support the depreciation rates selected. We performed the
following procedures over management’s forecasts:
• Challenged management’s assumptions around expected future market values of hire vehicles and corroborated
management’s expectations of vehicle supply and demand against external third-party industry data;
• Challenged the forecasted sales mix, including the mix of sales channels, and considered this against
historical mix and industry data;
• Considered management’s assumptions around the net book value of future vehicles sold and challenged
this through historical purchase price information and understanding of the developments that have
impacted the fleet in prior years;
• Assessed management’s forecasting ability through consideration of actual performance versus forecasted
performance;
• Considered management’s forecasted infleets and defleets against historical patterns; and
• Performed sensitivity analysis on management’s forecasts.
We also considered the adequacy of the Group’s disclosures in respect of the estimation uncertainty in setting
appropriate depreciation rates. Based on the procedures performed, we were able to obtain sufficient audit evidence
in respect of the judgements and estimates applied by management in determining the depreciation rates used.
Claims due from insurance companies and self-insuring organisations, incorporating revenue recognition (Group)
Within the Claims & Services operating segment the Group recognises contract assets amounting to
£166.8m (2025: £166.1m) on claims due from insurance companies and self-insuring organisations,
which are subject to the insurance claims being settled. Included within this balance is revenue recognised
on non-protocol hire claims which represents variable consideration and is subject to a variable
consideration adjustment which takes into account the settlement risk. This includes historical and
expected collection rates , as well as the aged profile of amounts due. The assumptions underlying the
calculation of the variable consideration adjustment, as well as the adjustments made, involve significant
judgement and therefore impact both the carrying value of the associated assets and revenue recognised
in relation to the associated claims. We determined that the valuation of outstanding claims, which
incorporates the variable consideration adjustment, has a high degree of estimation uncertainty. Further
explanation of the estimation uncertainty is included in the critical accounting judgements and key sources
of estimation uncertainty in Note 3 and the Report of the Audit Committee on pages 88 to 93.
We assessed the accounting policy and approach to recognising revenue to ensure it was consistent with the
principles of IFRS 15 ‘Revenue from contracts with customers’ and in particular variable consideration. We
reperformed the calculation within the model from the input data such as the ageing and recovery rates. We
assessed and challenged the key assumptions used by management to derive the variable consideration
adjustment, taking into account historical collection rates for individual insurers for each category of claim and any
outliers within the data. We assessed whether there was any contradictory evidence which could call into question
the assumptions made and we corroborated explanations provided to supporting information or evidence. We
formed an independent view of the adequacy of the variable consideration adjustment, by obtaining invoice and
settlement data since January 2016. We used this data to analyse the historical collection performance of monthly
cohorts of invoices for each category of claim and derived an expectation of the potential settlement of claims
outstanding at the balance sheet date. We also requested management perform a look back test, by assessing the
outcome of cash settlements in the period against the assumptions made in determining the variable consideration
adjustment at the previous balance sheet date. Using the historical recovery rates and aging profiles we calculated
an auditor’s range as of the expected provision required. The results of this look back test have been disclosed in
the financial statements within Note 16, receivables and contract assets. We have considered the adequacy of the
disclosures in respect of estimation uncertainty included within the financial statements.
Based on the procedures above, we concluded that the level of the provision held at the balance sheet date
is reasonable.
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Key audit matter How our audit addressed the key audit matter
Recoverability of investments in subsidiary undertakings and amounts due from subsidiary undertakings (parent)
The Company has significant investments in respect of acquisitions made across various subsidiaries
amounting to £458.3m (2025: £454.3m) and amounts due from subsidiary undertakings amounting to
£1,255.7m (2025: £1,175.9m). The recoverable amount of the subsidiary is impacted by various factors,
a number of which are outside of management’s control, which could affect whether results are in line
with expectations. Where a subsidiary has shown poor historical performance, there is a risk around
the recoverability of this investment. There is a level of judgement involved in assessing whether there
are impairment indicators present. Amounts due from Group undertakings are considered as part of
management’s IFRS 9 expected credit loss assessment which includes significant accounting estimates.
The disclosures in respect of investments in subsidiary undertakings and amounts due from subsidiary
undertakings are shown in Notes 2, 3, 5 and 7.
We evaluated and challenged management’s process for assessing impairment triggers for investments in
subsidiary undertakings and management’s IFRS 9 expected credit loss assessment in respect of amounts
owed by subsidiary undertakings. We have performed the following procedures in relation to the recoverable
amount of investments in subsidiary undertakings:
• Assessed and challenged the completeness of management’s consideration of impairment indicators;
including reviewing board minutes and considering the market capitalisation of the Group relative to the
net assets;
• Compared historical performance to historical forecasts to assess accuracy in the budget process;
• Engaged our Valuation experts to assess the discount rate and long term growth rate; and
• Assessed the reasonableness of the key assumptions, including revenue and cost assumptions, and
performed sensitivity analysis on the forecasts.
We have considered management’s approach to the expected credit loss assessment of each of the
counterparty balances and the risk of default. We have also considered the adequacy of the disclosures
in respect of investments in subsidiary undertakings and amounts due from subsidiary undertakings. We
are satisfied with management’s conclusion on the carrying value of investments and amounts due from
subsidiary undertakings.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Company, the
accounting processes and controls, and the industry in which they operate.
The Group is organised into 26 reporting components and the Group financial statements are a consolidation
of these reporting components. The reporting components vary in size and we identified 5 components,
in the UK and Spain, that required a full-scope audit of their financial information due to either their size or
risk characteristics.
Specified audit procedures were performed over a further 5 reporting components due to their contributions
to the financial statement line items in the Group financial statements. These include procedures over cost
of sales, revenue, bank balances, finance costs, borrowings, administrative expenses, lease liabilities,
provisions, other intangible assets and amortisation of intangible assets.
Our audit scope was determined by considering the significance of each component’s contribution to profit
before tax and exceptional items, and individual financial statement line items, with specific consideration to
obtaining sufficient coverage over significant risks.
The Group engagement team were significantly involved at all stages of the component audit by virtue of
regular communications throughout, including the issuance of detailed audit instructions and review and
discussions of the audit approach and findings, in particular over our areas of focus. The Group audit team
met with local management and the component audit team and attended their clearance meeting. In addition,
we reviewed the component team reporting results and their supporting working papers, which together
with the additional procedures performed at Group level, gave us the evidence required for our opinion
on the financial statements as a whole. Our audit procedures at the Group level included the audit of the
consolidation, goodwill and other intangible assets, investments in associates, income and deferred taxation
and certain aspects of IFRS 16 ‘Leases’.
The Company is subject to a full scope audit of its financial information due to the separate presentation
of the Company financial statements. The Company audit was also performed by the Group audit team.
The Company is principally a holding company and there are no branches outside the UK. The Company is
audited on a stand-alone basis, and hence, testing has been performed on all material financial statement
line items.
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The impact of climate risk on our audit
Climate change is expected to present both risks and opportunities for the Group. As explained in the
Sustainability section of the Strategic Report, the Group is mindful of its impact on the environment and is
focused on ways to reduce climate-related impacts as management continues to develop its plans towards a
net zero pathway by 2050. Management’s climate change initiatives and commitments will impact the Group
in a variety of ways, and while the Group has started to quantify some of the impacts that may arise on its
net zero pathway, the future financial impacts are clearly uncertain given the medium to long term horizon.
Disclosure of the impact of climate change risk based on management’s current assessment is incorporated
in the Task Force on Climate-Related Financial Disclosures (TCFD) section of the Annual Report.
As part of our audit, we made enquiries of management to understand the extent of the potential impact of
climate change on the Group’s business and the financial statements, including reviewing management’s
climate change risk assessment which was prepared with support from an external expert. We used our
knowledge of the Group to evaluate the risk assessment performed by management.
We assessed that the key areas in the financial statements which are more likely to be materially impacted by
climate change are those areas that are based on future cash flows. As a result, we particularly considered
how climate change risks and the impact of climate commitments made by the Group could impact the
assumptions made in the forecasts prepared by management that are used in the Group’s impairment
analysis and for going concern purposes.
We challenged how management had considered longer term physical risks such as severe weather-related
impacts, and shorter term transitional risks such as policy changes in fuel subsidies and limited supply of
EVs and hybrids. Our procedures did not identify any material impact on our audit for the year ended 30 April
2026. We also checked the consistency of the disclosures in the TCFD section of the Annual Report with the
relevant financial statement disclosures, including the going concern section of the accounting policies, and
with our understanding of the business and knowledge obtained in the audit.
We confirmed with management and the Audit Committee that the estimated financial impacts of climate
change will be reassessed prospectively and our expectation is that climate change disclosures will evolve as
the understanding of the actual and potential impacts on the Group’s future operations are established with
greater certainty.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds
for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures on the individual financial statement line items and
disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Financial statements – Group Financial statements – Company
Overall materiality £6,880,000 (2025: £7,940,000). £17,386,000
(2025: £16,600,000).
How we determined it 5% of average profit before tax and exceptional items
over 3 years
1% of total assets
Rationale for
benchmark applied
Based on the benchmarks used in the Annual
Report, profit before tax and exceptional items is
the primary measure used by the shareholders
in assessing the performance of the Group, and
is a generally accepted auditing benchmark. We
have chosen this as our benchmark as it is a key
performance measure disclosed to users of the
financial statements. This figure takes prominence
in the Annual Report as well as the communications
to both the shareholders and the market, and an
element of management remuneration is linked to
this performance measure. Due to volatility in the
benchmark over the last three years, an average was
used to calculate the current year materiality. Based
on this it is considered appropriate to use the three-
year average adjusted profit before tax figure for the
year as an appropriate benchmark.
We consider total assets
to be appropriate as
the Company is not a
profit oriented entity. The
Company is a non-trading
holding company only
and therefore total assets
is deemed a generally
accepted auditing
benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall
Group materiality. The range of materiality allocated across components was between £500,000 and
£6,000,000. Certain components were audited to a local statutory audit materiality that was also less than
our overall Group materiality.
Independent auditor’s report to the members of ZIGUP plc continued
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We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance
materiality in determining the scope of our audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2025: 75%) of overall materiality, amounting to £5,160,000 (2025: £5,955,000) for the
Group financial statements and £13,039,000 (2025: £12,450,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that
an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £340,000 (Group audit) (2025: £397,000) and £869,000 (Company audit) (2025: £830,000) as well
as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt
the going concern basis of accounting included:
• We obtained from management their latest assessments supporting their conclusions with respect to the
going concern basis of preparation of the financial statements;
• We evaluated the historical accuracy of the budgeting process to assess the reliability of the data;
• We evaluated management’s base case forecast and downside scenarios, and challenged the adequacy
and appropriateness of the underlying assumptions;
• In conjunction with the above we have also reviewed management’s analysis of both liquidity, including
the Group’s available financing and maturity profile, and covenant compliance to satisfy ourselves that no
breaches are anticipated over the period of assessment;
• We reviewed management accounts for the financial period to date and checked that these were
consistent with the starting point of management’s forecasts, and supported the key assumptions included
in the assessment; and
• We have reviewed the disclosures made in respect of going concern included in the financial statements.
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 12 months from when the financial statements
are authorised for issue.
Independent auditor’s report to the members of ZIGUP plc continued
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as
to the Group’s and the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements
about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditor’s 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 Report of the Directors, 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 Report of the Directors
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic
report and Report of the Directors for the year ended 30 April 2026 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 Report of
the Directors.
Directors’ remuneration
In our opinion, the part of the Directors’ Remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
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Independent auditor’s report to the members of ZIGUP plc continued
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer term
viability and that part of the corporate governance statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit, and we have nothing material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to
identify emerging risks and an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least 12 months
from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period
this assessment covers and why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall due over the period of its assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer term viability of the Group and Company
was substantially less in scope than an audit and only consisted of making inquiries and considering the
Directors’ process supporting their statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether the statement is consistent
with the financial statements and our knowledge and understanding of the Group and Company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements and
our knowledge obtained during the audit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and
Company’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to
the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of
the Code specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements,
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.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. 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 direct laws and regulations, for example UK Listing Rules,
corporation tax legislation in the Group’s key territories and the Companies Act 2006, 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 inappropriate
journal entries to manipulate revenue and financial performance and management bias included within
accounting judgements and estimates.
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Other information ZIGUP plc | Annual Report and Accounts 2026Financial statementsStrategic report Corporate governance
Independent auditor’s report to the members of ZIGUP plc continued
The Group engagement team shared this risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in their work. Audit procedures performed by
the Group engagement team and/or component auditors included:
• Review of Board minutes, discussions with management, Group Internal Audit and the Group’s legal
function, including consideration of known or suspected instances of non-compliance with laws and
regulations and fraud;
• Evaluation of management’s controls designed to prevent and detect fraudulent financial reporting;
• Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations including to revenue;
• Assessing management’s significant judgements and estimates in particular to those relating to the
determination of depreciation rates for vehicles held for hire and claims due from insurance companies
and self-insuring organisations; and
• Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to
assess compliance with applicable laws and regulations.
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.
Our audit testing might include testing complete populations of certain transactions and balances, possibly
using data auditing techniques. However, it typically involves selecting a limited number of items for testing,
rather than testing complete populations. We will often seek to target particular items for testing based on
their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
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 auditor’s report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’ s members as a body
in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in
giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom
this report is shown or into whose hands it may come save where expressly agreed by our prior consent
in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors’ Remuneration report to be audited are not
in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year ended 30 April 2016. Our uninterrupted
engagement covers 11 financial years.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules
to include these financial statements in an annual financial report prepared under the structured digital format
required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct
Authority. This auditors’ report provides no assurance over whether the structured digital format annual
financial report has been prepared in accordance with those requirements.
Jonathan Greenaway (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Newcastle upon Tyne
7 July 2026
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Financial
statements.
123 Consolidated income statement
124 Consolidated statement of comprehensive income
125 Consolidated balance sheet
127 Consolidated cash flow statement
128 Notes to the consolidated cash flow statement
129 Consolidated statement of changes in equity
130 Notes to the consolidated financial statements
175 Company balance sheet
176 Company statement of changes in equity
177 Notes to the Company financial statements
Financial statements.
122
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 2026 | 2025 | ||
| Note(s) | £000 | £000 | |
Revenue: hire of vehicles | 4 | ||
Revenue: sale of vehicles | 4 | ||
Revenue: claims and services | 4 | ||
Tota l revenue | 4 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses (excluding exceptional items) | ( | ( | |
Net impairment of trade receivables (excluding exceptional items) | 29 | ( | ( |
Exceptional administrative expenses: impairment of trade receivables | 27 | ( | ( |
Exceptional administrative expenses: other operating costs | 27 | ( | ( |
Total administrative expenses | ( | ( | |
Other income | 5 | ||
Operating profit | 5 | ||
Share of net profit of associates accounted for using the equity method | 14 | ||
EBIT | 4 | ||
Finance income | |||
Finance costs | 7 | ( | ( |
Profit before taxation | |||
Taxation | 8 | ( | ( |
Profit for the year | |||
| Profit for the year is wholly attributable to owners of the Company. All results arise from continuing operations. | |||
Earnings per share | 2026 | 2025 | |
Basic | 10 | ||
Diluted | 10 |
Throughout this report we refer to underlying results in order to allow management and other stakeholders to better compare the performance of the Group between years. For a reconciliation of underlying to reported results
see pages 42 to 44.
Consolidated income statement
For the year ended 30 April 2026
Consolidated income statement
123
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 2026 | 2025 | ||
| Note | £000 | £000 | |
| Amounts attributable to the owners of the Company | |||
Profit attributable to the owners | |||
| Other comprehensive income | |||
Foreign exchange differences on retranslation of net assets of subsidiary undertakings | 26 | ||
Net foreign exchange differences on long-term borrowings held as hedges | 26 | ( | ( |
Foreign exchange difference on revaluation reserve | 26 | ( | |
Net fair value gains (loss) on cash flow hedges | ( | ||
Deferred tax (charge) credit recognised directly in equity relating to cash flow hedges | ( | ||
Total other comprehensive income (expense) | ( | ||
Total comprehensive income for the year |
All items will subsequently be reclassified to the consolidated income statement.
Consolidated statement of comprehensive income
For the year ended 30 April 2026
Consolidated statement of comprehensive
income
124
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Consolidated balance sheet
As at 30 April 2026
| 2026 | 2025 | ||
| Note | £000 | £000 | |
| Non-current assets | |||
Goodwill | 11 | ||
Other intangible assets | 12 | ||
Property, plant and equipment | 13 | ||
Deferred tax assets | 22 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | 15 | ||
Receivables and contract assets | 16 | ||
Derivative financial instrument assets | 21 | ||
Income tax assets | |||
Cash and bank balances | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 17 | ||
Provisions | 18 | ||
Derivative financial instrument liabilities | 21 | ||
Income tax liabilities | |||
Lease liabilities | 20 | ||
Borrowings | 19 | ||
Total current liabilities | |||
Net current (liabilities) assets | ( | ||
| Non-current liabilities | |||
Income tax liabilities | |||
Provisions | 18 | ||
Lease liabilities | 20 | ||
Borrowings | 19 | ||
Deferred tax liabilities | 22 | ||
Total non-current liabilities | |||
Total liabilities | |||
Net assets |
Consolidated balance sheet
125
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Consolidated balance sheet continued
| 2026 | 2025 | ||
| Note | £000 | £000 | |
| Equity | |||
Share capital | 23 | ||
Share premium account | 24 | ||
Treasury shares reserve | 25 | ( | ( |
Own shares reserve | 25 | ( | ( |
Translation reserve | 26 | ( | ( |
Other reserves | 26 | ||
| Retained earnings | |||
At 1 May | |||
Profit for the financial year | |||
Dividends paid | ( | ( | |
Other changes in retained earnings | ( | ( | |
At 30 April | |||
Tota l equity |
126
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Consolidated cash flow statement
For the year ended 30 April 2026
| 2026 | 2025 | ||
| Note | £000 | £000 | |
Cash generated from operations | (a) | ||
Income taxes paid, net | ( | ( | |
Interest paid | ( | ( | |
Net cash generated from operations before purchases of and proceeds from disposal of vehicles for hire | |||
Purchases of vehicles for hire | ( | ( | |
Proceeds from disposals of vehicles for hire | |||
Net cash (used in) generated from operations | ( | ||
| Investing activities | |||
Finance income | |||
Distributions from associates | 14 | ||
Proceeds from disposal of other property, plant and equipment | |||
Purchases of other property, plant and equipment | ( | ( | |
Purchases of intangible assets | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Dividends paid | ( | ( | |
Receipt of bank loans and other borrowings | |||
Repayments of bank loans and other borrowings | ( | ( | |
Debt issue costs paid | ( | ( | |
Principal element of lease payments | ( | ( | |
Payments to acquire treasury shares | ( | ||
Proceeds from sale of own shares | |||
Net cash generated from (used in) financing activities | ( | ||
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at 1 May | ( | ( | |
Effect of foreign exchange movements | |||
Cash and cash equivalents at 30 April | (b) | ( |
Consolidated cash flow statement
127
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Notes to the consolidated cash flow statement
for the year ended 30 April 2026
(a) Net cash generated from operations
| 2026 | 2025 | |
| £000 | £000 | |
Operating profit | ||
| Adjustments for: | ||
Impairment of goodwill | ||
Amortisation of intangible assets | ||
Depreciation of property, plant and equipment | ||
Gain on disposal of other property, plant and equipment | ( | ( |
Impairment of property, plant and equipment | ||
Impairment of interest in associates | ||
Share options fair value charge | ||
Operating cash flows before movements in working capital | ||
Decrease in non-vehicle inventories | ||
Decrease in receivables | ||
Increase in payables | ||
Increase in provisions | ||
Cash generated from operations | ||
Cash outflows for additions and proceeds from disposal in relation to vehicles for hire are recognised within operating cash flows. Cash outflows for additions and proceeds from disposal in relation to other property, plant and equipment are recognised as investing activities. | ||
| (b) Cash and cash equivalents | 2026 | 2025 |
| £000 | £000 | |
| Cash and cash equivalents comprise: | ||
Cash and bank balances | ||
Bank overdrafts (Note 19) | ( | ( |
Cash and cash equivalents | ( |
Cash and bank balances are stated gross where arrangements exist to pool accounts and offset balances, but are not net settled.
Notes to the consolidated cash flow
statement
128
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Consolidated statement of changes in equity
For the year ended 30 April 2026
| Share capital | Treasury | ||||||
| and share | shares | Own shares | Translation | Other | Retained | ||
premium 1 | reserve 2 | reserve 2 | reserve 3 | reserves 3 | earnings | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
Total equity at 1 May 2024 | ( | ( | ( | ||||
Share options fair value charge | |||||||
Share options exercised | ( | ( | |||||
Dividends paid | ( | ( | |||||
Purchase of shares net of proceeds received on exercise of share options | ( | ( | |||||
Transfer of shares on vesting of share options | |||||||
Deferred tax on share based payments recognised in equity | |||||||
Total comprehensive income | ( | ( | |||||
Total equity at 30 April 2025 and 1 May 2025 | ( | ( | ( | ||||
Share options fair value charge | |||||||
Share options exercised | ( | ( | |||||
Dividends paid | ( | ( | |||||
Shares cancelled in the year 4 | ( | ( | |||||
Transfer treasury shares to own shares reserve | ( | ||||||
Proceeds received on exercise of share options | |||||||
Transfer of shares on vesting of share options | |||||||
Deferred tax on share based payments recognised in equity | ( | ( | |||||
Total comprehensive income | |||||||
Total equity at 30 April 2026 | ( | ( | ( |
1 Further details can be found within Note 23 and 24.
2 Further details can be found within Note 25.
3 Other reserves comprise the other reserve capital redemption reserve, revaluation reserve, hedging reserve and merger reserve; further details on translation reserve and other reserves can be found within Note 26.
4 During the year, the Group cancelled 10,000,000 ordinary shares that were being held as treasury shares. Share capital has been reduced by the nominal value of these shares of £5,000,000, and a corresponding amount has been credited to the capital redemption
reserve. £3 5, 64 4, 00 0 has been transferred from treasury shares reserve to retained earnings to account for the price paid for the shares when they were originally credited to treasury shares. This value has been calculated on a weighted average basis.
Consolidated statement of changes in
equity
129
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Notes to the consolidated financial statements
1 General information
Group’s operations and its principal activities are set out in the Strategic Report on pages 1 to 72.
2 Material accounting policies
Notes to the consolidated financial
statements
130
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Notes to the consolidated financial statements continued
131
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Claims and services continued
Notes to the consolidated financial statements continued
132
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Customer relationships | 10 to 15 years |
Brand names | 3 to 15 years |
Other software | 3 to 10 years |
Notes to the consolidated financial statements continued
133
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Freehold buildings | 50 years |
Leasehold buildings | 50 years or over the life of the lease, whichever is shorter, unless the entity expects to use the assets beyond the lease term |
Plant, equipment and fittings | 3 to 10 years |
Vehicles for hire | 3 to 12 years |
Motor vehicles | 1 to 6 years |
Notes to the consolidated financial statements continued
134
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Taxation continued
Notes to the consolidated financial statements continued
135
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies continued
Financial instruments and hedge accounting continued
Notes to the consolidated financial statements continued
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2 Material accounting policies continued
Leased assets continued
Measurement and recognition of leases as a lessee continued
Notes to the consolidated financial statements continued
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2 Material accounting policies continued
3 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Group’s accounting policies, which are described in Note 2, the Group has not identified any critical judgements, which are separate to key sources of estimation uncertainty outlined below. The
Group has made the following estimates that have the most significant effect on the amounts recognised in the financial statements that will have an impact on the next 12 months.
Depreciation – vehicles for hire
Vehicles for hire are depreciated on a straight-line basis using depreciation rates that reflect their economic lives. These depreciation rates have been determined with the anticipation that the net book values at the point the
vehicles are transferred into inventories is in line with the open market values for those vehicles, after taking account of costs required to sell the vehicles.
The Group is required to review its depreciation rates and estimated useful lives at least annually, to ensure that the net book value of disposals of tangible assets are broadly equivalent to their market value.
Depreciation charges reflect adjustments made as a result of differences between expected and actual residual values of used vehicles, taking into account the further directly attributable costs to sell the vehicles.
The Group applies judgement in determining the appropriate method of depreciation (straight line) and are required to estimate the future residual value of vehicles with due consideration of market conditions for sales
including age, mileage and condition.
Notes to the consolidated financial statements continued
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3 Critical accounting judgements and key sources of estimation uncertainty continued
Depreciation – vehicles for hire continued
A 5% increase or decrease in the price of vehicles sold in the year would have had a £9.6m impact (2025: a £10.0m impact) on the adjustment to depreciation charge for vehicles sold in the year.
The impact of changes made to depreciation rates after their initial assessment is outlined in the Financial review on page 38.
Contract assets – claims due from insurance companies and self-insuring organisations
A key source of estimation uncertainty affecting the Group’s financial statements relates to the expected variable consideration adjustments arising on settlement of insurance claims.
Claims due from insurance companies and self-insuring organisations are stated at the expected net claim value, which is stated after allowance for an estimation of expected adjustments arising on settlement of such claims.
Where necessary, the estimation of the expected adjustment arising on settlement of claims is revised, at each balance sheet date, to reflect the Group’s most recent estimation of variable consideration amounts ultimately
recoverable, which is constrained to exclude any revenue at significant risk of reversal.
The Group’s estimation of the expected adjustment arising on settlement of claims is calculated with reference to judgements made on a number of factors, including the Group’s historical experience of collection levels, its
anticipated collection profiles and analysis of the current profile of the portfolio of cases. Settlement risk arises on claims due from insurance companies and self-insuring organisations due to their magnitude and the nature
of the claims settlement process. The Group recovers its charges for vehicle hire and the cost of repair of customers’ vehicles from the insurer of the at-fault party to the associated accident or, in a minority of claims, from the
at-fault party direct where they are a self-insuring organisation. However, by their very nature, claims due from motor insurance companies can be subject to dispute which may result in subsequent adjustment to the Group’s
original estimate of the amount recoverable.
An adjustment of £1.1m was made in the 12 months to 30 April 2026 for claims that were settled at a higher net amount than the carrying value at 30 April 2025 (2025: £2.9m for claims that were settled at a higher net amount
than the carrying value at 30 April 2024).
The carrying value of contract assets for claims from insurance companies at 30 April 2026 was £166,780,000 (2025: £166,091,000). The area of estimation which is subject to the highest level of uncertainty are the
assumptions made for the recovery rates of non-protocol claims. A 7% change in recovery rates of non-protocol claims would result in a £10m change to the carrying value of assets.
The Group manages this risk by ensuring that vehicles are only supplied and remain on hire and repairs to customers’ vehicles are carried out after a validation process that ensures to the Group’s satisfaction that liability
for the accident rests with another party. In the normal course of its business the Group uses three principal methods to conclude claims: through the use of protocol agreements, by negotiation with the insurer of the at-fault
party where the claim is not covered by a protocol agreement and where a claim fails to settle because negotiations have been fruitless, by litigation. The vast majority of these claims settle before or on the threat of litigation,
but where they do not, formal proceedings are issued.
In view of the tripartite relationship between the Group, its customer and the at-fault party’s insurer and the nature of the claims process, claims due from insurance companies and self-insuring organisations do not carry a
contractual ‘due date’, nor does the expected adjustment arising on settlement represent an impairment for credit losses. The circumstances of the insurance companies with which the Group deals are currently such that no
provision for credit risk is considered necessary and so the disclosures required by IFRS 7 on provision for credit loss are not provided. Management do not consider any expected credit loss to be material to the accounts.
Instead, the Group reviews claims due from insurance companies and self-insuring organisations according to the age of the claim based upon the date that the claim was presented to the relevant insurer. The Group’s
strategy is that claims due should be collected by normal in-house processes including collections made under protocol arrangements with insurers and only then transferred to the Group solicitor process or other external
solicitors as appropriate in specific circumstances pertaining to a case. Management do not consider any expected credit loss to be material to the accounts.
Impairment losses relating to businesses which Group is exiting
Impairment losses have been recognised during the year in relation to the loss making NewLaw and ChargedEV businesses where the Group is in the process of exiting those businesses. Impairment assessments
were completed in relation to the assets of these businesses with impairment losses (as detailed in Note 27) subsequently being recognised in the year. As per the Group’s policy those impairment reviews require these
businesses’ assets to be written down to their recoverable amount. A level of estimation has been required in support of the calculation of the assets’ recoverable amounts.
4 Segmental reporting
Management have determined the operating segments based upon the information provided to the Board of Directors which is considered to be the chief operating decision maker. The Group identifies three reportable
segments, namely UK&I Rental, Spain Rental and Claims & Services. The Group is managed and reports internally on a basis consistent with its three main operating divisions and is satisfied that the IFRS 8 aggregation criteria
have been met. The principal activities of these divisions are set out in the Strategic Report. Intersegment transactions are carried out on an arm’s length basis and eliminated prior to consolidating Group financial statements.
Following the Group’s announcement to simplify the UK&I businesses, in FY2027 the Group will report under the new segments of Northgate Mobility, FMG and Spain at which point FY2026 comparatives will be restated.
Notes to the consolidated financial statements continued
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4 Segmental reporting continued
| UK&I Rental | Spain Rental | Claims & Services | Corporate | Eliminations | Total | |
| 2026 | 2026 | 2026 | 2026 | 2026 | 2026 | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Revenue: hire of vehicles | 401,240 | 348,647 | – | – | – | 749,887 |
Revenue: sale of vehicles | 129,218 | 84,781 | 8,610 | – | – | 222,609 |
Revenue: claims and services | – | – | 886,438 | – | – | 886,438 |
External revenue | 530,458 | 433,428 | 895,048 | – | – | 1,858,934 |
Intersegment revenue | 11,425 | – | 40,126 | – | (51,551) | – |
Total r evenue | 541,883 | 433,428 | 935,174 | – | (51,551) | 1,858,934 |
Underlying cost of sales 1 | (401,444) | (306,418) | (767,57 7) | – | 51,551 | (1,423,888) |
Underlying administrative expenses (see page 42) | (63,487) | (35,362) | (127, 232) | (10,374) | – | (236,455) |
Other income | 1,276 | – | – | – | – | 1,276 |
Underlying operating profit (loss) | 78,228 | 91,648 | 40,365 | (10,374) | – | 199,867 |
Share of net profit of associates accounted for using the equity method | – | – | 620 | – | – | 620 |
Underlying EBIT 2 | 78,228 | 91,648 | 40,985 | (10,374) | – | 200,487 |
Exceptional items (Note 27) | (26,846) | |||||
Amortisation of acquired intangible assets (Note 12) | (17,319) | |||||
Depreciation adjustment (Note 27) | (13,947) | |||||
EBIT | 142,375 | |||||
Finance income | 1,027 | |||||
Finance costs | (41,406) | |||||
Profit before taxation | 101,996 | |||||
| Other information | ||||||
| Timing of revenue recognition: | ||||||
At a point in time | 129,218 | 84,781 | 476,827 | – | – | 690,826 |
Over time | 401,240 | 348,647 | 418,221 | – | – | 1,168,108 |
External revenue | 530,458 | 433,428 | 895,048 | – | – | 1,858,934 |
Capital expenditure | 3 37, 272 | 319,320 | 102,619 | – | – | 759,211 |
Depreciation | 132,705 | 131,692 | 51,406 | – | – | 315,803 |
Amortisation | 921 | 1,188 | 16,723 | – | – | 18,832 |
Reportable segment assets | 999,850 | 932,585 | 590,637 | – | – | 2,523,072 |
Derivative financial instrument assets | 39 | |||||
Income and deferred tax assets | 12,556 | |||||
Total assets | 2,535,667 | |||||
Reportable segment liabilities | 459,847 | 634,744 | 290,844 | – | – | 1,385,435 |
Derivative financial instrument liabilities | 6 | |||||
Income and deferred tax liabilities | 59,539 | |||||
Total liabilities | 1,444,980 |
1 Underlying cost of sales is gross of cost of vehicle sales of £222.6m and excludes depreciation adjustment of £13.9m not included in underlying results.
2 Underlying EBIT stated before adjustments to depreciation rates, amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance (see GAAP reconciliation on page 42 to 44).
Notes to the consolidated financial statements continued
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4 Segmental reporting continued
| UK&I Rental | Spain Rental | Claims & Services | Corporate | Eliminations | Total | |
| 2025 | 2025 | 2025 | 2025 | 2025 | 2025 | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
Revenue: hire of vehicles | 382,790 | 300,098 | – | – | – | 682,888 |
Revenue: sale of vehicles | 180,473 | 75,621 | 1,506 | – | – | 2 57,6 0 0 |
Revenue: claims and services | – | – | 872,156 | – | – | 872,156 |
External revenue | 563,263 | 375,719 | 873,662 | – | – | 1,812,644 |
Intersegment revenue | 9,293 | – | 59,351 | – | (68,644) | – |
Total revenue | 572,556 | 375,719 | 933,013 | – | (68,644) | 1,812,644 |
Underlying cost of sales 1 | (420,595) | (263,543) | (772,770) | – | 68,644 | (1,388,264) |
Underlying administrative expenses (see page 42) | (61,578) | (30,396) | (122,105) | (8,516) | – | (222,595) |
Underlying operating profit (loss) | 90,383 | 81,780 | 38,138 | (8,516) | – | 201,785 |
Share of net profit of associates accounted for using the equity method | – | – | 170 | – | – | 170 |
Underlying EBIT 2 | 90,383 | 81,780 | 38,308 | (8,516) | – | 201,955 |
Exceptional items (Note 27) | (20,623) | |||||
Amortisation of acquired intangible as assets (Note 12) | (18,319) | |||||
Depreciation adjustment (Note 27) | (26,481) | |||||
EBIT | 136,532 | |||||
Finance income | 1,495 | |||||
Finance costs | (36,559) | |||||
Profit before taxation | 101,468 | |||||
| Other information | ||||||
| Timing of revenue recognition: | ||||||
At a point in time | 180,473 | 75,621 | 473,536 | – | – | 729,630 |
Over time | 382,790 | 300,098 | 400,126 | – | – | 1,083,014 |
External revenue | 563,263 | 375,719 | 873,662 | – | – | 1,812,644 |
Capital expenditure | 339,771 | 319,525 | 63,495 | – | – | 722,791 |
Depreciation | 120,990 | 112,351 | 54,216 | – | – | 287,557 |
Amortisation | 975 | 1,122 | 17,7 16 | – | – | 19,812 |
Reportable segment assets | 898,715 | 815,474 | 615,903 | – | – | 2,330,092 |
Income and deferred tax assets | 5,297 | |||||
Total assets | 2,335,389 | |||||
Reportable segment liabilities | 372,833 | 560,567 | 292,544 | – | – | 1,225,944 |
Income tax liabilities | 46,288 | |||||
Total liabilities | 1,272,232 |
1 Underlying cost of sales is gross of cost of vehicle sales of £257.6m and excludes depreciation adjustment of £26.5m not included in underlying results.
2 Underlying EBIT stated before adjustments to depreciation rates, amortisation of acquired intangible assets and exceptional items is the measure used by the Board of Directors to assess segment performance (see GAAP reconciliation on page 42 to 44).
Segment assets and liabilities exclude derivatives, current and deferred tax assets and liabilities, since these balances are not included in the segments’ assets and liabilities as reviewed by the chief operating decision maker.
Notes to the consolidated financial statements continued
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4 Segmental reporting continued
| Non-current | Non-current | |||
| Revenue | assets 1 | Revenue | assets 1 | |
| 2026 | 2026 | 2025 | 2025 | |
| £000 | £000 | £000 | £000 | |
United Kingdom and Ireland | 1,425,506 | 1,218,471 | 1,436,925 | 1,107,655 |
Spain | 433,428 | 902,479 | 375,719 | 782,043 |
1,858,934 | 2,120,950 | 1,812,644 | 1,889,698 |
| United | |||
| Kingdom and | |||
| Ireland | Spain | Total | |
| 2026 | 2026 | 2026 | |
| £000 | £000 | £000 | |
Revenue from contracts with customers | 1,024,266 | 84,781 | 1,109,047 |
Revenue from other sources | 401,240 | 348,647 | 749,887 |
1,425,506 | 433,428 | 1,858,934 |
| United Kingdom | |||
| and Ireland | Spain | Total | |
| 2025 | 2025 | 2025 | |
| £000 | £000 | £000 | |
Revenue from contracts with customers | 1,054,135 | 75,621 | 1,129,756 |
Revenue from other sources | 382,790 | 300,098 | 682,888 |
1,436,925 | 375,719 | 1,812,644 |
Notes to the consolidated financial statements continued
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| 2026 | 2025 | |
| £000 | £000 | |
| Operating profit is stated after charging (crediting): | ||
| Depreciation of property, plant and equipment (Note 13) | ||
Owned | 264,040 | 231,677 |
Relating to leases | 51,763 | 55,880 |
Amortisation of intangible assets (Note 12) | 18,832 | 19,812 |
Staff costs (Note 6) | 332,866 | 310,082 |
Cost of inventories recognised as an expense | 339,158 | 371,975 |
Impairment of goodwill (Note 11) | – | 4,012 |
Impairment of property, plant and equipment (Note 13) | 1,961 | 1,043 |
Impairment of interest in associates (Note 14) | – | 4,196 |
Exceptional administrative expenses: impairment of other receivables (Note 27) | 16,737 | 3,598 |
Exceptional administrative expenses: adjustments to provisions (Note 27) | 2,468 | 977 |
Exceptional administrative expenses: other operating costs (Note 27) | 1,359 | 3,791 |
Net impairment of trade receivables (Note 29) | 9,589 | 11,423 |
Auditor’s remuneration for audit services | 1,052 | 1,094 |
Auditor’s remuneration for audit-related assurance services | 71 | 71 |
Auditor’s remuneration for non-audit services | 14 | 9 |
Other income | (1,276) | – |
| 2026 | 2025 | |
| £000 | £000 | |
Fees payable to the Company’s auditors for the audit of the Company’s annual financial statements | 457 | 457 |
Fees payable to the Company’s auditors and its associates for the audit of the Company’s subsidiaries pursuant to legislation | 595 | 637 |
Total audit fees | 1,052 | 1,094 |
Notes to the consolidated financial statements continued
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6 Staff costs
| 2026 | 2025 | |
| Number | Number | |
| The average monthly number of persons employed by the Group: | ||
| By geography: | ||
United Kingdom and Ireland | 6,348 | 6,508 |
Spain | 1,467 | 1,399 |
7,815 | 7,907 | |
| By function: | ||
Direct operations | 5,735 | 5,781 |
Administration | 2,080 | 2,126 |
7,815 | 7,907 |
| 2026 | 2025 | |
| £000 | £000 | |
| The aggregate remuneration of Group employees comprised: | ||
Wages and salaries | 271,959 | 264,307 |
Social security costs | 43,346 | 32,903 |
Other pension costs | 11,572 | 9,181 |
Share based payments | 5,989 | 3,691 |
332,866 | 310,082 |
Details of Directors’ remuneration, pension contributions and share options are provided in the Remuneration report on page 101.
| 2026 | 2025 | |
| £000 | £000 | |
Interest on bank overdrafts, loans and asset financing facility | 30,599 | 27,278 |
Amortisation of arrangement fees | 1,480 | 1,879 |
Interest arising on lease obligations | 7,006 | 6,311 |
Preference share dividends | 25 | 25 |
Unwinding of discount on provisions (Note 18) | 333 | 319 |
Other interest | 1,963 | 747 |
Finance costs | 41,406 | 36,559 |
Notes to the consolidated financial statements continued
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8 Taxation
| 2026 | 2025 | |
| £000 | £000 | |
| Current tax: | ||
UK corporation tax | 6,433 | 17,6 99 |
UK adjustment in respect of prior years | 643 | (293) |
Pillar II | 3,004 | 2,549 |
Foreign corporation tax | 5,318 | 6,125 |
Foreign tax adjustment in respect of prior years | 2,756 | – |
18,154 | 26,080 | |
| Deferred tax: | ||
Origination and reversal of timing differences | 6,038 | (3,450) |
Adjustment in respect of prior years | 1,645 | (1,007) |
7,68 3 | (4,457) | |
Total tax charge | 25,837 | 21,623 |
UK Corporation Tax is calculated at 25% (2025: 25%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in those respective jurisdictions.
The net charge for the year can be reconciled to the profit before taxation as stated in the consolidated income statement as follows:
| 2026 | 2026 | 2025 | 2025 | |
| £000 | % | £000 | % | |
Profit before taxation | 101,996 | 101,468 | ||
Tax at the UK Corporation Tax rate of 25% (2025: 25%) | 25,499 | 25.0 | 25,367 | 25.0 |
Tax effect of expenses that are not deductible in determining taxable profit | 2,163 | 2.1 | 4,780 | 3.9 |
Tax effect of income not taxable in determining taxable profit | (4,028) | (3.9) | (4,236) | (4.2) |
Pillar II | 3,004 | 2.9 | 2,549 | 2.5 |
Difference in tax rates in overseas subsidiary undertakings | (2,362) | (2.3) | (2,183) | (2.2) |
Overseas available reliefs | (3,483) | (3.4) | (3,308) | (2.4) |
Adjustment in respect of prior years | 5,044 | 4.9 | (1,346) | (1.3) |
Tax charge and effective tax rate for the year | 25,837 | 25.3 | 21,623 | 21.3 |
In addition to the amount charged to the consolidated income statement, a net deferred tax amount of £154,000 has been charged directly to equity (including net of £8,000 of other temporary differences included in other
comprehensive income). 2025: £888,000 credited directly to equity (including net of £26,000 of other temporary differences included in other comprehensive income).
There are no deferred tax assets which are not recognised in the balance sheet in the current or prior year.
The tax disclosures reflect deferred tax measured at 25% in the UK (2025: 25%) and 25% in Spain (2025: 25%).
Notes to the consolidated financial statements continued
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9 Dividends
An interim dividend of 8.8p per ordinary share was paid in January 2026 (2025: 8.8p). The Directors propose a final dividend for the year ended 30 April 2026 of 18.2 p per ordinary share (2025: 17 .6 p), which is subject to
approval at the AGM and has not been included as a liability as at 30 April 2026. Based upon the shares in issue at 30 April 2026 and excluding treasury shares and shares in employee trusts where dividends are waived, this
equates to a final dividend payment of £41m (2025: £40m). No dividends have been paid between 30 April 2026 and the date of signing the financial statements.
10 Earnings per share
| 2026 | 2025 | |
| £000 | £000 | |
| Basic and diluted earnings per share | ||
| The calculation of basic and diluted earnings per share is based on the following data: | ||
| Earnings | ||
Earnings for the purposes of basic and diluted earnings per share, being profit for the year attributable to the owners of the Company | 76,159 | 79,845 |
| Number of shares | ||
Weighted average number of ordinary shares for the purposes of basic earnings per share | 225,881,329 | 224,263,336 |
Effect of dilutive potential ordinary shares – share options | 5,317,0 57 | 4,294,495 |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 231,198,386 | 228,557,831 |
Basic earnings per share | 33.7p | 35.6p |
Diluted earnings per share | 32.9p | 34.9p |
The calculated weighted average number of ordinary shares for the purpose of basic earnings per share includes a reduction of 7,568,042 shares (2025: 20,179,932 shares) relating to treasury shares and a reduction of
2,669,448 shares (2025: 1,648,155) for shares held in employee trusts.
| £000 | |
At 1 May 2024 | 115,918 |
Impairment of goodwill (Note 27) | (4,012) |
At 30 April 2025, 1 May 2025 and 30 April 2026 | 111,906 |
| 2026 | 2025 | |
| £000 | £000 | |
Auxillis | 74,827 | 74,827 |
FMG | 31,078 | 31,078 |
Blakedale | 3,956 | 3,956 |
FridgeXpress | 2,045 | 2,045 |
111,906 | 111,906 |
Notes to the consolidated financial statements continued
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11 Goodwill continued
| Impact of 1% | |||||
| reduction in | |||||
| Impact of 1% | growth rate | ||||
| increase in | applied to | ||||
| Growth rate | discount rate | terminal values | |||
| Goodwill | Pre-tax | applied to | on recoverable | on recoverable | |
| 2026 | discount rate | terminal values | amount | amount | |
| £000 | % | % | £m | £m | |
Auxillis | 74,827 | 9.6% | 2.0% | (134.7) | (94.1) |
FMG | 31,078 | 9.6% | 2.0% | (22.5) | (15.9) |
Blakedale | 3,956 | 9.1% | 2.0% | (13.5) | (9.8) |
FridgeXpress | 2,045 | 9.1% | 2.0% | (10.2) | (7.5) |
| 111,906 |
Notes to the consolidated financial statements continued
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| Customer | ||||
| relationships | Other software | Brand names | Total | |
| £000 | £000 | £000 | £000 | |
| Cost: | ||||
At 1 May 2024 | 176,250 | 28,358 | 13,900 | 218,508 |
Additions | – | 3,098 | – | 3,098 |
Disposals | – | (1) | – | (1) |
Exchange differences | – | (3) | – | (3) |
At 30 April 2025 and 1 May 2025 | 176,250 | 31,452 | 13,900 | 221,602 |
Additions | – | 1,696 | – | 1,696 |
Exchange differences | – | 163 | – | 163 |
At 30 April 2026 | 176,250 | 33,311 | 13,900 | 223,461 |
| Accumulated amortisation: | ||||
At 1 May 2024 | 79,907 | 22,812 | 4,735 | 107,454 |
Charge for the year | 16,187 | 2,625 | 1,000 | 19,812 |
Disposals | – | (1) | – | (1) |
Exchange differences | – | 1 | – | 1 |
At 30 April 2025 and 1 May 2025 | 96,094 | 25,437 | 5,735 | 1 27, 26 6 |
Charge for the year | 16,183 | 1,654 | 995 | 18,832 |
Exchange differences | – | 109 | – | 109 |
At 30 April 2026 | 112,277 | 27, 20 0 | 6,730 | 146,207 |
| Carrying amount: | ||||
At 30 April 2026 | 63,973 | 6,111 | 7,170 | 7 7, 25 4 |
At 30 April 2025 | 80,156 | 6,015 | 8,165 | 94,336 |
Weighted average remaining amortisation period (years) at 30 April 2026 | 4 | 2 | 8 | |
Weighted average remaining amortisation period (years) at 30 April 2025 | 5 | 3 | 9 |
| 2026 | 2025 | |
| £000 | £000 | |
| Intangible amortisation is included in the consolidated income statement as follows: | ||
Administrative expenses: included within underlying EBIT | 1,513 | 1,493 |
Administrative expenses: excluded from underlying EBIT* | 17,319 | 18,319 |
18,832 | 19,812 |
Notes to the consolidated financial statements continued
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| Plant, | |||||
| Vehicles | Land and | equipment | Motor | ||
| for hire | buildings | and fittings | vehicles | Total | |
| £000 | £000 | £000 | £000 | £000 | |
| Cost: | |||||
At 1 May 2024 | 1, 85 7,01 3 | 246,713 | 68,844 | 7,757 | 2,180,327 |
Additions | 697,595 | 7, 26 9 | 10,749 | 4,079 | 719,692 |
Transfer to inventories | (475,287) | – | – | – | (475,287) |
Disposals | – | (7,339) | (826) | (1,513) | (9,678) |
Exchange differences | (838) | (262) | (52) | – | (1,152) |
At 30 April 2025 and 1 May 2025 | 2,078,483 | 246,381 | 78,715 | 10,323 | 2,413,902 |
Additions | 723,571 | 22,925 | 8,664 | 2,355 | 75 7,51 5 |
Right-of-use leased assets remeasurements | – | (464) | – | – | (464) |
Transfer to inventories | (446,135) | – | – | – | (446,135) |
Disposals | – | (23,860) | (1,913) | (1,420) | (27,193) |
Exchange differences | 18,169 | 1,286 | 622 | – | 20,077 |
At 30 April 2026 | 2,374,088 | 246,268 | 86,088 | 11,258 | 2,717,702 |
| Accumulated depreciation: | |||||
At 1 May 2024 | 556,333 | 94,073 | 43,882 | 2,695 | 696,983 |
Charge for the year | 258,687 | 18,766 | 7,321 | 2,783 | 287,557 |
Impairment charge (Note 27) | – | 956 | 87 | – | 1,043 |
Transfer to inventories | (247,142) | – | – | – | (247,142) |
Disposals | – | (5,662) | (327) | (1,220) | ( 7,2 0 9) |
Exchange differences | (673) | (71) | (42) | – | (786) |
At 30 April 2025 and 1 May 2025 | 567, 2 05 | 108,062 | 50,921 | 4,258 | 730,446 |
Charge for the year | 286,061 | 18,398 | 8,018 | 3,326 | 315,803 |
Impairment charge (Note 27) | – | 1,051 | 910 | – | 1,961 |
Transfer to inventories | (247,383) | – | – | – | (247,383) |
Disposals | – | (18,430) | (1,606) | (1,035) | (21,071) |
Exchange differences | 5,198 | 526 | 432 | – | 6,156 |
At 30 April 2026 | 611,081 | 109,607 | 58,675 | 6,549 | 785,912 |
| Carrying amount: | |||||
At 30 April 2026 | 1,763,007 | 136,661 | 27,413 | 4,709 | 1,931,790 |
At 30 April 2025 | 1,511,278 | 138,319 | 2 7,7 94 | 6,065 | 1,683,456 |
Strategic report | Corporate governance | Financial statements | Other information | ZIGUP plc | | | Annual Report and Accounts 2026 | 149 |
| Notes to the consolidated financial statements continued |
13 Property, plant and equipment continued
| 2026 | 2025 | |
| £000 | £000 | |
| NBV | NBV | |
| Land and buildings by category: | ||
Freehold and long leasehold | 46,961 | 48,213 |
Short leasehold | 89,700 | 90,106 |
136,661 | 138,319 |
| Other property, | ||||
| Vehicles | Land and | plant and | ||
| for hire | buildings | equipment | Total | |
| £000 | £000 | £000 | £000 | |
| Cost: | ||||
At 1 May 2024 | 110,877 | 152,033 | 7,5 8 6 | 270,496 |
Additions | 23,768 | 6,991 | 4,000 | 34,759 |
Reclassification to owned assets at end of lease | (2,440) | – | (31) | (2,471) |
Disposals | (34,911) | (5,290) | (1,339) | (41,540) |
Exchange differences | – | (112) | – | (112) |
At 30 April 2025 and 1 May 2025 | 97, 29 4 | 153,622 | 10,216 | 261,132 |
Additions | 51,083 | 20,889 | 2,353 | 74,325 |
Reclassification to owned assets at end of lease | (507) | – | – | (507) |
Right-of-use leased asset remeasurement | – | (464) | – | (464) |
Disposals | (50,067) | (21,581) | (989) | (72,637) |
Exchange differences | – | 550 | – | 550 |
At 30 April 2026 | 97,8 03 | 153,016 | 11,580 | 262,399 |
| Accumulated depreciation: | ||||
At 1 May 2024 | 52,680 | 55,113 | 2,319 | 110,112 |
Charge for the year | 36,835 | 16,295 | 2,750 | 55,880 |
Reclassification to owned assets at end of lease | (616) | – | (14) | (630) |
Impairment charge for the year | – | 956 | – | 956 |
Disposals | (34,370) | (3,788) | (1,092) | (39,250) |
Exchange differences | – | (27) | – | (27) |
At 30 April 2025 and 1 May 2025 | 54,529 | 68,549 | 3,963 | 127,041 |
Charge for the year | 32,245 | 16,160 | 3,358 | 51,763 |
Reclassification to owned assets at end of lease | (39) | – | – | (39) |
Impairment charge | – | 1,051 | – | 1,051 |
Disposals | (49,736) | (16,859) | (687) | (67, 28 2) |
Exchange differences | – | 260 | – | 260 |
At 30 April 2026 | 36,999 | 69,161 | 6,634 | 112,794 |
| Carrying amount: | ||||
At 30 April 2026 | 60,804 | 83,855 | 4,946 | 149,605 |
At 30 April 2025 | 42,765 | 85,073 | 6,253 | 134,091 |
Notes to the consolidated financial statements continued
150
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| £000 | |
At 1 May 2024 | 4,502 |
| Group’s share of: | |
Profit from continuing operations | 170 |
Distributions from associates | (476) |
Impairment charge (Note 27) | (4,196) |
At 30 April 2025 and 1 May 2025 | – |
| Group’s share of: | |
Profit from continuing operations | 620 |
Distributions from associates | (620) |
At 30 April 2026 | – |
Name | Registered office |
Ageas Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
Carole Nash Legal Services LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
RCN Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
Your Law LLP | Helmont House, Churchill Way, Cardiff, CF10 2HE |
15 Inventories
| 2026 | 2025 | |
| £000 | £000 | |
Vehicles held for resale | 16,577 | 18,660 |
Spare parts and consumables | 10,901 | 9,849 |
27,478 | 28,509 |
Replacement cost of spare parts and consumables is considered to not significantly differ from carrying values as stated above.
Notes to the consolidated financial statements continued
151
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 2026 | 2025 | |
| £000 | £000 | |
Trade receivables | 104,299 | 119,169 |
Contract assets – claims due from insurance companies and self-insuring organisations | 166,780 | 166,091 |
Prepayments | 31,951 | 41,422 |
Other receivables | 48,135 | 51,465 |
351,165 | 378,147 |
| 2026 | 2025 | 2026 | 2025 | |
| £000 | £000 | % | % | |
Pending claims | 23,217 | 18,852 | 14 | 11 |
Between 1 and 120 days old | 61,077 | 58,546 | 37 | 35 |
More than 120 days old | 82,486 | 88,693 | 49 | 54 |
Tot al | 166,780 | 166,091 | 100 | 100 |
| 2026 | 2025 | |
| £000 | £000 | |
Trade payables | 214,023 | 202,595 |
Social security and other taxes | 14,422 | 17, 925 |
Accruals and deferred income | 114,771 | 119,930 |
343,216 | 340,450 |
Notes to the consolidated financial statements continued
152
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 2026 | 2025 | |
| £000 | £000 | |
| Current | ||
Dilapidations | 2,993 | 2,716 |
Onerous contracts | 782 | 198 |
Fleet insurance | 1,754 | 1,824 |
Restructuring | 889 | – |
6,418 | 4,738 | |
| Non-current | ||
Dilapidations | 8,140 | 6,787 |
Onerous contracts | 1,478 | 679 |
Fleet insurance | 3,409 | 2,857 |
13,027 | 10,323 | |
19,445 | 15,061 |
| 2026 | 2025 | |
| £000 | £000 | |
| Movement in the carrying amount of provisions | ||
At 1 May | 15,061 | 14,506 |
Provisions made during the year | 5,492 | 3,887 |
Utilised during the year | (2,662) | (4,136) |
Change in cost estimates | 1,221 | 485 |
Unwinding of discount | 333 | 319 |
At 30 April | 19,445 | 15,061 |
Notes to the consolidated financial statements continued
153
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 2026 | 2025 | |
| £000 | £000 | |
Bank loans and overdrafts | 302,103 | 200,422 |
Loan notes | 489,119 | 480,875 |
Asset financing facility (secured) | 75,444 | 49,987 |
Cumulative preference shares | 500 | 500 |
Confirming facilities | 141 | 669 |
867, 307 | 732,453 |
| 2026 | 2025 | |
| £000 | £000 | |
| On demand or within one year (shown within current liabilities) | ||
Bank loans and overdrafts | 32,569 | 46,975 |
Confirming facilities | 141 | 669 |
Asset financing facility (secured) | 14,982 | 6,723 |
47,6 92 | 54,367 | |
| In the second year | ||
Loan notes | 129,938 | – |
Asset financing facility (secured) | 34,800 | 19,185 |
164,738 | 19,185 | |
| In the third to fifth years | ||
Bank loans | 275,709 | 160,398 |
Loan notes | 151,594 | 276,835 |
Asset financing facility (secured) | 25,662 | 24,079 |
452,965 | 461,312 | |
| Due after more than five years | ||
Loan notes | 207,900 | 204,432 |
Cumulative preference shares | 500 | 500 |
208,400 | 204,932 | |
Unamortised finance fees relating to the bank loans and loan notes | (6,488) | ( 7,3 4 3) |
Total borrowings | 86 7,307 | 732,453 |
Amounts due for settlement within one year (shown within current liabilities) | (47,6 92) | (54,367) |
Amounts due for settlement after more than one year | 819,615 | 678,086 |
Notes to the consolidated financial statements continued
154
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
19 Borrowings continued
| 2026 | 2025 | |
| £000 | £000 | |
Less than one year | 51,057 | 72,109 |
In one year to five years | 224,291 | 339,601 |
275,348 | 411,710 |
Notes to the consolidated financial statements continued
155
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
19 Borrowings continued
| Foreign | |||||
| At | Other non-cash | exchange | At | ||
| 1 May 2025 | Cash flow | changes | movements | 30 April 2026 | |
| £000 | £000 | £000 | £000 | £000 | |
Bank loans | 162,814 | 112,270 | 775 | 3,272 | 279,131 |
Bank overdrafts | 37,6 0 8 | (15,102) | – | 466 | 22,972 |
Loan notes | 480,875 | – | 80 | 8,164 | 489,119 |
Asset financing facility | 49,987 | 25,457 | – | – | 75,444 |
Cumulative preference shares | 500 | – | – | – | 500 |
Confirming facilities | 669 | – | (539) | 11 | 141 |
Lease liabilities | 13 7,9 80 | (51,689) | 68,873 | 303 | 155,467 |
870,433 | 70,936 | 69,189 | 12,216 | 1,022,774 | |
Cash and bank balances | (33,738) | 11,532 | – | (1,273) | (23,479) |
Consolidated net debt | 836,695 | 82,468 | 69,189 | 10,943 | 999,295 |
| Foreign | |||||
| At | Other non-cash | exchange | At | ||
| 1 May 2024 | Cash flow | changes | movements | 30 April 2025 | |
| £000 | £000 | £000 | £000 | £000 | |
Bank loans | 250,052 | (84,401) | (2,062) | (775) | 162,814 |
Bank overdrafts | 46,620 | (8,734) | – | (278) | 37,6 0 8 |
Loan notes | 320,267 | 159,419 | (392) | 1,581 | 480,875 |
Asset financing facility | – | 49,987 | – | – | 49,987 |
Cumulative preference shares | 500 | – | – | – | 500 |
Confirming facilities | 67 | – | 593 | 9 | 669 |
Lease liabilities | 164,524 | (59,501) | 33,042 | (85) | 1 37,9 8 0 |
782,030 | 56,770 | 31,181 | 452 | 870,433 | |
Cash and bank balances | (39,802) | 6,179 | – | (115) | (33,738) |
Consolidated net debt | 742,228 | 62,949 | 31,181 | 337 | 836,695 |
Notes to the consolidated financial statements continued
156
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
19 Borrowings continued
Analysis of consolidated net debt continued
Notes to the consolidated financial statements continued
157
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
19 Borrowings continued
| Sterling | Euro | Total | |
| £000 | £000 | £000 | |
| At 30 April 2026 | |||
Bank loans | 84,074 | 195,057 | 279,131 |
Bank overdrafts | 3,009 | 19,963 | 22,972 |
Loan notes | – | 489,119 | 489,119 |
Asset financing facility | 75,444 | – | 75,444 |
Cumulative preference shares | 500 | – | 500 |
Confirming facilities | – | 141 | 141 |
Lease liabilities | 135,429 | 20,038 | 155,467 |
298,456 | 724,318 | 1,022,774 |
| Sterling | Euro | Total | |
| £000 | £000 | £000 | |
| At 30 April 2025 | |||
Bank loans | 18,176 | 144,638 | 162,814 |
Bank overdrafts | 10,682 | 26,926 | 37,608 |
Loan notes | – | 480,875 | 480,875 |
Asset financing facility | 49,987 | – | 49,987 |
Cumulative preference shares | 500 | – | 500 |
Confirming facilities | – | 669 | 669 |
Lease liabilities | 119,986 | 17,9 94 | 137, 98 0 |
199,331 | 671,102 | 870,433 |
Notes to the consolidated financial statements continued
158
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
20 Lease liabilities
As lessee
Lease liabilities are presented in the balance sheet as follows:
| 2026 | 2025 | |
| £000 | £000 | |
Current | 47,247 | 39,507 |
Non-current | 108,220 | 98,473 |
155,467 | 1 37,9 8 0 |
| Depreciation | |||||
| Carrying | expense for | ||||
| Average | value at | year to | |||
| Number of | Range of | remaining | 30 April | 30 April | |
| right-of-use | remaining term | lease term | 2026 | 2026 | |
| At 30 April 2026 | assets leased | (years) | (years) | £000 | £000 |
Vehicles for hire | 9,155 | 0–4 | 2 | 60,804 | 32,245 |
Land and buildings | 179 | 1–95 | 5 | 83,855 | 16,160 |
Other property, plant and equipment | 382 | 1–4 | 2 | 4,946 | 3,358 |
| Depreciation | |||||
| Carrying | expense for | ||||
| Average | value at | year to | |||
| Number of | Range of | remaining | 30 April | 30 April | |
| right-of-use | remaining term | lease term | 2025 | 2025 | |
| At 30 April 2025 | assets leased | (years) | (years) | £000 | £000 |
Vehicles for hire | 10,726 | 0–4 | 2 | 42,765 | 36,835 |
Land and buildings | 177 | 1–95 | 5 | 85,073 | 16,295 |
Other property, plant and equipment | 331 | 1–5 | 2 | 6,253 | 2,750 |
| <1 year | 1-2 years | 2-5 years | >5 years | Total | |
| At 30 April 2026 | £000 | £000 | £000 | £000 | £000 |
| Lease payments: | |||||
Total lease payments | 53,304 | 39,187 | 51,173 | 38,321 | 181,985 |
| Finance charges: | |||||
Total finance charges | (6,057) | (3,935) | (5,851) | (10,675) | (26,518) |
Net present values | 47,247 | 35,252 | 45,322 | 27,6 46 | 155,467 |
Notes to the consolidated financial statements continued
159
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
20 Lease liabilities continued
| <1 year | >5 years | Total | |||
| At 30 April 2025 | £000 | 1-2 years £000 | 2-5 years £000 | £000 | £000 |
| Lease payments: | |||||
Total lease payments | 44,230 | 30,726 | 46,125 | 37,9 54 | 159,035 |
| Finance charges: | |||||
Total finance charges | (4,723) | (3,093) | (4,466) | (8,773) | (21,055) |
Net present values | 39,507 | 27, 63 3 | 41,659 | 29,181 | 137,9 8 0 |
As lessor
The revenue of the Group is principally generated from the hire of vehicles under operating lease arrangements. For the majority of vehicles hired, there is no minimum contracted rental period. The revenue of the Group
under these arrangements is as shown in the consolidated income statement. There are no contingent rentals recognised in income.
| 2026 | 2025 | |
| £000 | £000 | |
Interest rate derivatives | 33 | – |
| They are represented in the balance sheet as follows: | ||
Current derivative financial instrument asset | 39 | – |
Current derivative financial instrument liability | (6) | – |
| Weighted | Weighted | ||
| average fixed- | average | ||
| Total nominal | contract net pay | remaining life | |
| values | rates | (years) | |
Euro interest rate swap | €100,000,000 | 1.8% | 0.2 |
GBP interest rate swap | £75,000,000 | 3.8% | 0.2 |
Notes to the consolidated financial statements continued
160
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
21 Derivative financial instruments continued
| Accelerated | |||||||
| capital | Revaluation of | Share based | Other temporary | ||||
| allowances | buildings | payments | Intangible assets | Losses | differences | Total | |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | |
At 1 May 2024 | 24,671 | 342 | (2,569) | 27,79 0 | (76) | (2,429) | 47,72 9 |
(Credit) charge to the income statement | (4) | – | 286 | (4,447) | 70 | (362) | (4,457) |
Credit to equity | – | – | (862) | – | – | (26) | (888) |
Exchange differences | 24 | (1) | – | – | – | (1) | 22 |
At 30 April 2025 and 1 May 2025 | 24,691 | 341 | (3,145) | 23,343 | (6) | (2,818) | 42,406 |
Charge (credit) to the income statement | 12,372 | – | (626) | (4,075) | – | 12 | 7,683 |
Charge to equity | – | – | 146 | – | – | 8 | 154 |
Exchange differences | 20 | 6 | – | – | – | (41) | (15) |
At 30 April 2026 | 37,083 | 347 | (3,625) | 19,268 | (6) | (2,839) | 50,228 |
| Total | |
| £000 | |
| At 30 April 2026 | |
Deferred tax assets | – |
Deferred tax liabilities | 50,228 |
Net deferred tax liabilities | 50,228 |
| At 30 April 2025 | |
Deferred tax assets | (1,095) |
Deferred tax liabilities | 43,501 |
Net deferred tax liabilities | 42,406 |
Notes to the consolidated financial statements continued
161
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| 30 April 2026 | 30 April 2025 | 30 April 2026 | 30 April 2025 | |
| No. of shares | No. of shares | £000 | £000 | |
Opening ordinary share capital | 246,091,423 | 246,091,423 | 123,046 | 123,046 |
Cancellation of treasury shares | (10,000,000) | – | (5,000) | – |
Closing ordinary share capital | 236,091,423 | 246,091,423 | 118,046 | 123,046 |
| £000 | |
At 1 May 2024, 30 April 2025 and at 30 April 2026 | 113,510 |
| £000 | |
At 1 May 2024 | (6,759) |
Exchange differences recognised in total comprehensive income | (446) |
30 April 2025 | (7, 20 5) |
Exchange differences recognised in total comprehensive income | 2,407 |
30 April 2026 | (4,798) |
Notes to the consolidated financial statements continued
162
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
26 Translation reserve and other reserves continued
| Capital redemption | Revaluation | Total | ||||
| reserve | reserve | Merger reserve | Hedging reserve | Other reserve | other reserves | |
| £000 | £000 | £000 | £000 | £000 | £000 | |
At 1 May 2024 | 40 | 1,122 | 67, 46 3 | 78 | 261,831 | 330,534 |
Foreign exchange differences | – | (2) | – | – | – | (2) |
Other comprehensive (expense) | – | – | – | (78) | – | (78) |
At 30 April 2025 | 40 | 1,120 | 6 7,4 6 3 | – | 261,831 | 330,454 |
Shares cancelled | 5,000 | – | – | – | – | 5,000 |
Foreign exchange differences | – | 16 | – | – | – | 16 |
Other comprehensive income | – | – | – | 25 | – | 25 |
At 30 April 2026 | 5,040 | 1,136 | 67,46 3 | 25 | 261,831 | 335,495 |
Notes to the consolidated financial statements continued
163
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
27 Exceptional items
Exceptional items are recognised in the income statement as follows:
| 2026 | 2025 | |
| £000 | £000 | |
Exceptional administrative expenses: impairment of trade receivables | 3,282 | 3,006 |
Exceptional administrative expenses: other operating costs | 23,564 | 17,617 |
Exceptional administrative expenses | 26,846 | 20,623 |
Exceptional administrative expenses by financial statement line item are as follows:
| 2026 | 2025 | |
| £000 | £000 | |
Impairment of goodwill (Note 11) | – | 4,012 |
Impairment of property, plant and equipment (Note 13) | 1,961 | 1,043 |
Impairment of interest in associates (Note 14) | – | 4,196 |
Impairment of inventories (Note 15) | 1,039 | – |
Impairment of trade receivables (Note 16) | 3,282 | 3,006 |
Impairment of other receivables and prepayments (Note 16) | 16,737 | 3,598 |
Adjustments to provisions (Note 18) | 2,468 | 977 |
Exceptional administrative expenses: other operating costs (Note 5) | 1,359 | 3,791 |
Exceptional administrative expenses | 26,846 | 20,623 |
Exceptional administrative expenses by nature of expense comprise the following:
| 2026 | 2025 | |
| £000 | £000 | |
Impairment of goodwill | – | 4,012 |
NewLaw strategy | 22,280 | 12,820 |
ChargedEV strategy | 3,364 | – |
Other exceptional operating costs | 1,202 | 3,791 |
Exceptional administrative expenses | 26,846 | 20,623 |
Total exceptional items included within EBIT | 26,846 | 20,623 |
Total pre-tax exceptional items | 26,846 | 20,623 |
Tax credits relating to exceptional items | (6,712) | (3,104) |
Cash expenses | 1,293 | 3,791 |
Non-cash expenses | 25,553 | 16,832 |
Total pre-tax exceptional items | 26,846 | 20,623 |
Notes to the consolidated financial statements continued
164
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
27 Exceptional items continued
Exceptional items recognised in the prior year
In the prior year total exceptional items of £20,623,000 were recognised including £4,012,000 impairment of goodwill, £12,820,000 relating to the decision to exit the personal injury market through NewLaw and £3,791,000
relating to restructuring of the Group’s UK operations. For further details regarding prior year exceptionals refer to the 2025 Annual Report and Accounts.
NewLaw Strategy
Following the strategic decision made in the prior year to exit the personal injury market, the Group has been managing the run-off of existing legal cases and post year-end signed an outsourcing agreement for the remaining
PI claims book with a third-party specialist. A re-assessment of the expected success of and recoverability of those cases and the costs required to complete has resulted in costs totalling £22,280,000 being recognised in
the year including impairments of property plant and equipment of £1,625,000, impairments of trade and other receivables of £19,097,000 and other costs of £1,559,000.
ChargedEV Strategy
A decision was made in the year to close the Group’s business ChargedEV. Exceptional costs of £3,364,000 have been recognised related to the closure including £336,000 impairments of property, plant and equipment,
£1,039,000 impairments of inventories, £922,000 impairments of trade and other receivables and £1,067,000 of other costs.
Other exceptional operating costs
Restructuring costs of £1,202,000 relate to a restructuring plan to further simplify the Group’s business across the UK of which £570,000 arose in Claims & Services and £632,000 in UK&I Rental.
Other costs not classified as exceptional items but excluded from underlying results
Amortisation of acquired intangible assets
Amortisation of acquired intangible assets of £17,319,000 (2025: £18,319,000) is not classified as an exceptional item as it is recurring. However, it is excluded from underlying results in order to provide a better comparison
of results between periods as the Group grows through a combination of organic and inorganic growth. The revenue and operating costs of these acquisitions are included within underlying results. Amortisation of intangible
assets of £1,513,000 (2025: £1,493,000) which do not relate to acquisitions is included within underlying profit.
Depreciation rate changes
The Group has adjusted the depreciation rates from 1 May 2022 on vehicles remaining on the fleet which were purchased before FY2021. This adjustment is explained further in the financial review on pages 34 to 41. The
depreciation adjustment is a debit to the consolidated income statement of £13,947,000 (2025: debit of £26,481,000). This adjustment is not classified as an exceptional item, however, it is excluded from underlying results
in order to provide a better comparison of results between periods.
Notes to the consolidated financial statements continued
165
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
28 Share based payments
The Group and Company’s share incentive plans are as follows:
VCP
During the year, the Group introduced a VCP for senior employees including Executive Directors and other members of the Executive Committee. In accordance with the plan rules, participants are eligible for a share in
a pool of excess shareholder value created over a three-year performance period from 1 May 2025 to 30 April 2028. If the share price at the end of the performance period (plus accumulated dividends) is between the
threshold hurdle of £5.21 and maximum cap of £8.00, any VCP pool value will be converted into Company shares which will normally be subject to a two-year holding period.
The estimate of the fair value at grant date has been calculated using Black Scholes models to determine the fair value at grant date at the ‘maximum cap’ price less the fair value grant date at the ‘threshold hurdle’ price.
| VCP at hurdle | VCP at cap | |
| 2026 | 2026 | |
Share price at grant | £3.40 | £3.40 |
Date options granted during the year | Oct 2025 | Oct 2025 |
| The inputs into the Black-Scholes model were as follows: | ||
Expected share price at end of performance period | £5.21 | £8.00 |
Expected exercise price | £nil | £nil |
Expected volatility | 40.5% | 40.5% |
Expected life | 3 years | 3 years |
Risk-free rate | 3.8% | 3.8% |
Expected dividends | 0.0% | 0.0% |
The estimated fair value of awards granted under the scheme is £6,882,000 which is charged to the income statement over the three-year performance period. The Group recognised an expense of £1,147,000 (2025: £nil) in
the income statement during the year relating to these awards.
DABP
The DABP is closed for new awards. Remaining options are all fully vested and are exercisable until 10 years after the date of grant. Options are nil-cost options to be settled in equity.
Free shares
The Board makes discretionary awards of free shares to eligible employees. Employees must remain in employment of the Group during the vesting period of three years in order to receive free shares. Free shares are
settled in equity.
EPSP
EPSP awards have a three-year vesting period from the date of grant and the level of vesting is determined against certain market and non-market based performance conditions. After vesting, options are exercisable until
10 years after the date of grant. Options are nil-cost options to be settled in equity.
Notes to the consolidated financial statements continued
166
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
28 Share based payments continued
SAYE
The SAYE has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to exercise options for equity or withdraw their savings. Options granted under
the SAYE have exercise prices ranging from £2.64 to £3.45. Options can be exercised and settled in equity up to six months following the end of the relevant savings period.
Details regarding the plans in the year ended 30 April 2026 are outlined below:
| DABP | EPSP | SAYE | ||
| Number of | Number of | Number of | Number of | |
| share options | free shares | share options | share options | |
At 1 May 2025 | 8,067 | 2,395,767 | 2,336,432 | 2,775,620 |
Granted during the year | – | 962,660 | 661,748 | 1,500,568 |
Exercised during the year | (5,224) | – | (418,442) | – |
Vested during the year | – | (590,018) | – | (976,924) |
Forfeited/lapsed during the year | (1,173) | (266,517) | (307,068) | (469,701) |
At 30 April 2026 | 1,670 | 2,501,892 | 2,272,670 | 2,829,563 |
Exercisable at the end of the year | 1,670 | – | 59,657 | – |
| DABP | Free shares | EPSP | SAYE | |
| 2026 | 2026 | 2026 | 2026 | |
Weighted average remaining contractual life at the end of the year | 1.2 years | 1.5 years | 8.3 years | 1.6 years |
Weighted average share price at the date of exercise of options in the year | £3.52 | £3.90 | £3.44 | £3.23 |
Date options granted during the year | Dec 2025 | Jul 2025 | Aug 2025 | |
Aggregate estimated fair-value of options at the date of grant | £2,179,000 | £1,730,000 | £1,040,000 | |
| The inputs into the Black-Scholes/Monte Carlo model were as follows: | ||||
Weighted average share price | £3.92 | £3.44 | £3.37 | |
Weighted average exercise price | £nil | £nil | £2.74 | |
Expected volatility | 43.1% | 44.4% | 46.4% | |
Expected life | 3 years | 3 years | 3 years | |
Risk-free rate | 3.9% | 4.0% | 4.0% | |
Expected dividends | 8.2% | 7.8% | 8.0% |
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years.
Notes to the consolidated financial statements continued
167
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
28 Share based payments continued
SAYE continued
Details regarding the plans in the year ended 30 April 2025 are outlined below:
| DABP | EPSP | SAYE | ||
| Number of | Number of | Number of | Number of | |
| share options | free shares | share options | share options | |
At 1 May 2024 | 13,171 | 1,737,033 | 2,708,133 | 2,195,907 |
Granted during the year | – | 9 47, 81 8 | 1,152,944 | 1,093,211 |
Exercised during the year | (5,104) | – | (773,052) | – |
Vested during the year | – | (5,748) | – | (106,040) |
Forfeited/lapsed during the year | – | (283,336) | (751,593) | (407,458) |
At 30 April 2025 | 8,067 | 2,395,767 | 2,336,432 | 2,775,620 |
Exercisable at the end of the year | 8,067 | – | 32,726 | – |
| DABP | Free shares | EPSP | SAYE | |
| 2025 | 2025 | 2025 | 2025 | |
Weighted average remaining contractual life at the end of the year | 1.0 years | 1.5 years | 7.3 years | 1.4 years |
Weighted average share price at the date of exercise of options in the year | £4.28 | £3.63 | £3.89 | £4.03 |
Date options granted during the year | Aug 2024 | Jul 2024 | Aug 2024 | |
Aggregate estimated fair-value of options at the date of grant | £2,180,000 | £3,083,000 | £875,000 | |
| The inputs into the Black-Scholes/Monte Carlo model were as follows: | ||||
Weighted average share price | £4.07 | £4.25 | £4.00 | |
Weighted average exercise price | £nil | £nil | £3.45 | |
Expected volatility | 45.3% | 45.5% | 45.4% | |
Expected life | 3 years | 3 years | 3 years | |
Risk-free rate | 3.7% | 3.9% | 3.7% | |
Expected dividends | 7.1% | 7. 2% | 7. 1% |
In addition, 80,440 options were awarded in the year under the EAB (2025: 74,369 options). These all vested immediately as there were no ongoing performance or service obligations and were valued based on the share
price at the grant date for each grant. The shares will normally be held in trust for the required three-year holding period.
Notes to the consolidated financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
| As stated in Annual | |||
| Report and financial | As would be stated if | As would be stated if | |
| statements | €0.20 increase | €0.20 decrease | |
| 2026 | £000 | £000 | £000 |
Profit before taxation | 101,996 | 92,418 | 115,596 |
Total equity | 1,090,687 | 1,064,876 | 1,133,912 |
| As stated in Annual Report | As would be stated if €0.20 | As would be stated if €0.20 | |
| and financial statements | increase | decrease | |
| 2025 | £000 | £000 | £000 |
Profit before taxation | 101,468 | 91,177 | 115,910 |
Total equity | 1,063,157 | 1,045,364 | 1,088,257 |
Notes to the consolidated financial statements continued
169
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
29 Financial instruments continued
| As stated in Annual | |||
| Report and financial | As would be stated if | As would be stated if | |
| statements | 1.0% increase | 1.0% decrease | |
| 2026 | £000 | £000 | £000 |
Profit before taxation | 101,996 | 99,979 | 104,014 |
Total equity | 1,090,687 | 1,091,901 | 1,094,927 |
| As stated in Annual Report | As would be stated if 1.0% | As would be stated if 1.0% | |
| and financial statements | increase | decrease | |
| 2025 | £000 | £000 | £000 |
Profit before taxation | 101,468 | 98,835 | 104,102 |
Total equity | 1,063,157 | 1,061,182 | 1,065,132 |
| Weighted | ||||||
| average | ||||||
| effective | <1 year | 2nd year | 3–5 years | >5 years | Total | |
| Group 2026 | interest rate | £000 | £000 | £000 | £000 | £000 |
Non-interest bearing | – | 237,137 | – | – | – | 237,137 |
Fixed interest rate instruments | 2.35% | 11,533 | 141,470 | 179,658 | 226,616 | 559,277 |
Variable interest rate instruments | 4.76% | 36,819 | 45,327 | 328,384 | – | 410,530 |
285,489 | 186,797 | 508,042 | 226,616 | 1,206,944 |
| Weighted | ||||||
| average effective | <1 year | 2nd year | 3–5 years | >5 years | Total | |
| Group 2025 | interest rate | £000 | £000 | £000 | £000 | £000 |
Non-interest bearing | – | 240,872 | – | – | – | 240,872 |
Fixed interest rate instruments | 2.35% | 11,340 | 11,340 | 307,996 | 230,597 | 561,273 |
Variable interest rate instruments | 4.64% | 25,700 | 2 7,70 9 | 205,690 | – | 259,099 |
27 7,912 | 39,049 | 513,686 | 230,597 | 1,061,244 |
Notes to the consolidated financial statements continued
170
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
29 Financial instruments continued
| 2026 | 2025 | |
| £000 | £000 | |
| Trade receivables | ||
Trade receivables (maximum exposure to credit risk) | 128,386 | 147,598 |
Allowance for doubtful receivables | (24,087) | (28,429) |
104,299 | 119,169 | |
| Ageing of trade receivables not impaired | ||
Not overdue | 77, 29 0 | 87,521 |
Past due not more than two months | 14,356 | 14,594 |
Past due more than two months but not more than four months | 3,676 | 5,734 |
Past due more than four months but not more than six months | 8,977 | 11,320 |
Total | 104,299 | 119,169 |
Notes to the consolidated financial statements continued
171
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
29 Financial instruments continued
Credit risk management continued
| 2026 | 2025 | |
| £000 | £000 | |
| Movement in the allowance for doubtful receivables | ||
At 1 May | 28,429 | 24,219 |
Impairment losses recognised | 14,471 | 15,838 |
Amounts written off as uncollectable | (14,209) | ( 7,157 ) |
Impaired losses reversed | (4,882) | (4,415) |
Exchange differences | 278 | (56) |
At 30 April | 24,087 | 28,429 |
| 2026 | 2025 | |
| £000 | £000 | |
| Ageing of impaired trade receivables | ||
Not overdue | 1,069 | 3,963 |
Past due not more than two months | 1,156 | 1,051 |
Past due more than two months but not more than four months | 3,394 | 3,317 |
Past due more than four months but not more than six months | 942 | 998 |
Past due more than six months | 17, 526 | 19,100 |
24,087 | 28,429 |
Notes to the consolidated financial statements continued
172
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Notes to the consolidated financial statements continued
173
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Name | Company number+ | Registered office |
Angel Assistance Limited*^ | 03902646 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Cab Aid Limited*^ | 05013600 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Car Monster Limited*^ | 03217696 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Charged Electric Vehicles Limited*^ | 12702971 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
FMG Finance Limited*^ | 09347579 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Group Holdings Limited*^ | 09341508 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Legal LLP*^ | OC378834 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
FMG Repair Services Limited* | 05120241 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
FMG Support (FIM) Ltd*^ | 02658067 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
F M G Support (HO) Limited*^ | 03576057 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Support (RRRM) Limited*^ | 02762997 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Support Group Limited*^ | 06489429 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
FMG Support Ltd*^ | 03813859 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
Goode Durrant Administration Limited*^ | 00059051 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
GRG Public Resources Limited*^ | 02946432 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
Helphire EBT Trustee Limited*^ | 03852243 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Moco Claims and Services Limited^ | 03120010 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Moco Group Limited*^ | 09713395 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
NewLaw Legal Limited* | 07200038 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
NewLaw Trustees Limited*^ | 08702402 | Helmont House, Churchill Way, Cardiff, CF10 2HE |
NG Finance Limited* | 00545062 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland |
Northgate (CB) Limited*^ | 07233528 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate (CB2) Limited*^ | 07983969 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate (Europe) Limited^ | 05932194 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate España Renting Flexible S.A.* | (CIF) A-28659423 (Spain) | Av. de Bruselas 20, 28108 Alcobendas, Madrid, Spain |
Northgate Fleet Services Limited (formerly Auxillis Services Limited)*> | 02686430 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Highways Limited (formerly Blakedale Limited)*^ | 03045741 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Insurance Services Limited (formerly Auxillis Limited)*^> | 02948256 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Mobility Limited (formerly HAS Accident Management Solutions Limited)*^ | 03198299 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Temperature Controlled Limited (formerly Fridgexpress (UK) Limited)^* | 06554050 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Vehicle Hire (Ireland) Limited* | 00333586 (Ireland) | 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland |
Northgate Vehicle Hire Limited | 01434157 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Northgate Vehicle Sales Limited*^ | 02337128 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Principia Law Limited* | 08305964 | Greystone House, Rudheath Way, Northwich, CW9 7LL |
Recovery Management Services Limited*^ | 02948091 | Broad Lea House, Dyson Wood Way, Bradley, Huddersfield, West Yorkshire, HD2 1GZ |
Total Accident Management Limited*^ | 03156157 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
ZIGUP Corporate Services Limited (formerly Northgate Holdings Limited)^ | 12366193 | Northgate Centre, Lingfield Way, Darlington, DL1 4PZ |
Notes to the consolidated financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Company balance sheet
As at 30 April 2026
Note
2026
£000
2025
£000
Non-current assets
Investments 5 458,330 454,294
Deferred tax assets 6 3,701 3,229
Total non-current assets 462,031 457,523
Current assets
Receivables and contract assets 7 1,256,517 1,176,765
Derivative financial instrument assets 39 –
Cash and bank balances 20,037 27,41 4
Total current assets 1,276,593 1,204,179
Total assets 1,738,624 1,661,702
Current liabilities
Trade and other payables 8 172,722 210,770
Derivative financial instrument liabilities 6 –
Income tax liability 2,549 –
Borrowings 9 3,008 6,603
Total current liabilities 178,285 217, 37 3
Net current assets 1,098,308 986,806
Non-current liabilities
Income tax liability 3,004 2,549
Borrowings 9 759,153 634,822
Total non-current liabilities 762,157 637,371
Total liabilities 940,442 854,744
Net assets 798,182 806,958
Equity
Share capital 10 118,046 123,046
Share premium account 11 113,510 113,510
Treasury shares reserve 12 (26,483) (72,820)
Other reserves 13 330,054 325,030
Retained earnings
At 1 May 318,192 248,523
Profit for the financial year 34,176 124,158
Dividends paid (59,512) (59,042)
Other changes in retained earnings (29,801) 4,553
At 30 April 263,055 318,192
Tota l equity 798,182 806,958
The financial statements on pages 175 to 186 were approved by the Board of Directors on 7 July 2026 and signed on its behalf by:
Rachel Coulson
Chief Financial Officer
Company balance sheet
175
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Company statement of changes in equity
For the year ended 30 April 2026
Share capital
and share
premium
1
£000
Treasury
shares
reserve
2
£000
Other
reserves
3
£000
Retained
earnings
£000
Total
£000
Total equity at 1 May 2024 236,556 (67,4 8 8) 325,108 248,523 742,699
Group share options fair value charge – – – 3,691 3,691
Purchase of treasury shares – (5,332) – – (5,332)
Dividends paid – – – (59,042) (59,042)
Deferred tax on share based payments recognised in equity – – – 862 862
Total comprehensive income – – (78) 124,158 124,080
Total equity at 30 April 2025 and 1 May 2025 236,556 (72,820) 325,030 318,192 806,958
Group share options fair value charge – – – 5,989 5,989
Sale of shares to employee share trust – 10,693 – – 10,693
Shares cancelled in the year
4
(5,000) 35,644 5,000 (35,644) –
Dividends paid – – – (59,512) (59,512)
Deferred tax on share based payments recognised in equity – – – (146) (146)
Total comprehensive income – – 24 34,176 34,200
Total equity at 30 April 2026 231,556 (26,483) 330,054 263,055 798,182
1 Further details can be found within Notes 10 and 11.
2 Further details can be found within Note 12.
3 Other reserves comprise the other reserve, capital redemption reserve, hedging reserve and merger reserve, further details on Other reserves can be found within Note 13.
4 During the year, the Group cancelled 10,000,000 ordinary shares that were being held as treasury shares. Share capital has been reduced by the nominal value of these shares of £5,000,000, and a corresponding amount has been credited to the capital redemption
reserve. £35,644,000 has been transferred from treasury shares reserve to retained earnings to account for the price paid for the shares when they were originally credited to treasury shares. This value has been calculated on a weighted average basis.
Company statement of changes in equity
176
Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
Notes to the Company financial statements
1 General information
Basis of preparation
ZIGUP plc is a public company limited by shares incorporated and domiciled in the United Kingdom under the Companies Act 2006. The ZIGUP plc Company balance sheet, Statement of changes in equity and related notes
have been prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101 Reduced Disclosure Framework, which applies the recognition and measurement bases
of IFRS with reduced disclosure requirements. The financial information has been prepared on an historical cost basis except for the revaluation of certain financial instruments.
The financial statements have been prepared on a going concern basis. The functional currency of the Company and the presentation currency adopted is Sterling.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share based payment’ (details of the number and weighted-average exercise prices of share options and how the fair value of goods or services received was determined)
• IFRS 7, ‘Financial Instruments: Disclosures’
• Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair-value measurement of assets and liabilities)
• Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of:
i. paragraph 79(a)(iv) of IAS 1, ‘Presentation of financial statements’
ii. paragraph 73(e) of IAS 16, ‘Property, plant, and equipment’
iii. paragraph 118(e) of IAS 38, Intangible assets (reconciliations between the carrying amount at the beginning and end of the period)
The following paragraphs of IAS 1, ‘Presentation of financial statements’:
i. 10(d), (statement of cash flows)
ii. 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or
when it reclassifies items in its financial statements)
iii. 16 (statement of compliance with all IFRS)
iv. 38A (requirement for minimum of two primary statements, including cash flow statements)
v. 38B-D (additional comparative information)
vi. 40A-D (requirements for a third statement of financial position)
vii. 111 (cash flow statement information), and
viii. 134-136 (capital management disclosures)
• IAS 7, ‘Statement of cash flows’
• Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not
yet effective)
• Paragraph 17 of IAS 24, ‘Related party disclosure’ (key management compensation)
• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more members of a group. All of the Company’s intercompany transactions and balances are with
wholly-owned subsidiaries of the Group.
As permitted by section 408 of the Companies Act 2006, the income statement account of the Company is not presented as part of these financial statements. The profit after tax for the year of the Company amounted to
£34,176,000 (2025: £124,158,000).
Notes to the Company financial
statements
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
2 Material accounting policies of the Company
A summary of the material accounting policies is set out below. These accounting policies have been applied consistently.
Currency translation
The Company’s functional currency is Sterling. Transactions in currencies other than the functional currency are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities, including
amounts due from or to subsidiaries, denominated in currencies other than the functional currency (being Sterling) are retranslated at year end exchange rates. Gains and losses on retranslation are included in the net
income statement for the year.
Income recognition
Dividends proposed by subsidiaries are recognised as income by the Company when they represent a present obligation of the subsidiaries, in the period in which they are formally approved for payment.
Interest income is accrued on a time basis, by reference to the principal outstanding and 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.
Dividends payable
Dividends proposed are recognised when they represent a present obligation, in the period in which they are formally approved for payment. Accordingly, an interim dividend is recognised when paid and a final dividend is
recognised when approved by the Board of Directors.
Investments in subsidiaries
Investments in subsidiaries represent equity holdings in subsidiaries and long-term amounts owed by subsidiaries. Such investments are valued at cost less any impairment provisions. Investments relating to equity
holdings in subsidiaries are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable; the recoverable amount of the investment is the higher of fair value less
costs of disposal and value in use. Investments relating to long-term amounts owed by subsidiaries are reviewed to assess if a material expected credit loss provision is required in respect of these balances.
Liquid investments and cash and cash equivalents
Liquid investments represent highly liquid current asset investments such as term deposits and managed funds invested in high quality fixed income instruments. They do not meet the IAS 7 definition of cash and cash
equivalents, normally because even if readily accessible, the underlying investments have an average maturity profile greater than 90 days from the date first entered into, or because they are held primarily for investment
purposes rather than meeting short term cash commitments.
Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into known amounts of cash, and which are subject to insignificant risk of changes
in value and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. The cash balance is presented net of bank overdrafts which are repayable on demand. Cash and
cash equivalents have a maturity period of 90 days or less.
Borrowings
Interest bearing loans and bank overdrafts are initially recorded at the proceeds received, net of direct issue costs. They are subsequently measured at amortised cost using the effective interest method, with interest
expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. Finance charges, including premiums payable on
settlement or redemption and direct issue costs, are accounted for on an accruals basis using the effective interest rate method.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Notes to the Company financial statements continued
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2 Material accounting policies of the Company continued
Hedge accounting
The Group may use derivative financial instruments to hedge its exposure to interest and foreign exchange rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the
Group does not hold nor issue derivative financial instruments for trading purposes.
Derivative financial instruments are stated at fair value. Any gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement except where derivatives qualify for hedge
accounting, where recognition of the resultant gain or loss depends on the nature of the items being hedged.
The fair value of interest rate derivatives is the estimated amount that the Group would receive or pay to terminate the derivative at the balance sheet date, taking into account current interest rates and the current
creditworthiness of the derivative counterparties.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised in other comprehensive income and the ineffective portion is recognised in the
consolidated income statement. Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to the income statement in the periods when the hedged item is recognised in the
income statement, in the same line of the consolidated income statement as the recognised hedged item.
However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and
included in the initial measurement of the cost of the non-financial asset or non-financial liability.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the consolidated income statement as they arise.
Hedge accounting for cash flow hedges is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the
hedging instrument recognised in equity is retained in equity until the forecasted transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to
the consolidated income statement as a net profit or loss for the period.
Changes in the fair value of derivative financial instruments that are designated, and effective as net investment hedges are recognised directly in equity and the ineffective portion is recognised in the consolidated income
statement. Exchange differences arising on the net investment hedges are transferred to the translation reserve.
No derivative assets and liabilities are offset.
Treasury shares
The Company makes open market purchases of its own shares in order to fund future investment. When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly
attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. The acquired shares are initially recognised at historical
cost and then at each reporting date, adjustments are made to write down the carrying value of own shares when, in the opinion of the Directors, there is a significant market value reduction. Treasury shares are transferred to
the own shares reserve at the weighted average cost of the purchase price paid for the shares.
Employee share schemes and share based payments
The Company issues equity settled awards to certain employees of the Group.
Equity settled employee schemes, including employee share options and deferred annual bonuses, provide employees with the option to acquire shares of the Company. Employee share options and deferred annual
bonuses are generally subject to performance or service conditions.
The fair value of equity settled payments is measured at the date of grant and charged to the income statement over the period during which performance or service conditions are required to be met or immediately where no
performance or service criteria exist. The fair value of equity settled payments granted is measured using the Black–Scholes or the Monte Carlo model. At the end of each reporting period, the Company revises its estimate
of the number of options that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to the original estimates, if any, in the income statement, with a
corresponding adjustment to equity.
The Company also operates a share incentive plan under which employees each have the option to purchase an amount of shares annually and receive an equivalent number of free shares. The Company recognises the
free shares as an expense evenly throughout the period over which the employees must remain in employment of the Company in order to receive the free shares.
The Company operates a share save scheme under which employees have the option to convert savings to shares at an agreed exercise price. The Company recognises the option value evenly over the savings period.
Notes to the Company financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
3 Significant accounting estimates and judgements
The Directors do not consider there to be critical accounting judgements or key sources of estimation uncertainty which could have a significant risk of causing a material adjustment to the carrying amounts of the
Company’s assets and liabilities within the next financial year. We have set out below the most significant judgements and estimates applied in the preparation of the Company’s balance sheet.
The most significant accounting judgements relate to those made in performing impairment reviews as these are based on forward looking forecasts and future cash flows are discounted using discounts rates and growth
rates which are inherently judgemental, to assess the carrying value of the Company’s investments in subsidiaries and amounts due from subsidiary undertakings.
The most significant accounting estimate is whether a credit loss provision is required in respect of any of the Company’s receivable balances. Over 99% of the receivable balances relate to intercompany balances, primarily
with intermediary holding Companies which indirectly hold the Company’s investments in the operating Companies of the Group. There is not considered to be any significant risk of a relevant overstatement of these
carrying values. In assessing this, the Company has considered the cash and operating assets held by the relevant group Companies and the level of earnings generated by the Group’s operations.
4 Staff costs
The average monthly number of employees was 38 (2025: 50), engaged in management and administrative activities.
2026
£000
2025
£000
Wages and salaries 7,00 8 7,0 26
Social security costs 1,368 1,006
Other pension costs 470 514
Share based payments 1,954 418
Staff costs 10,800 8,964
The above employee figures include remuneration paid to Directors, details of which are set out in the Remuneration Report.
Share based payments
The Group’s and Company’s various share incentive plans are explained in the Remuneration report on pages 95 to 98 and in Note 28 of the Notes to the Group financial statements.
All options granted under the DABP, EPSP and EAB are nil-cost options. Options granted under the SAYE Scheme have exercise prices ranging from £2.64 to £3.45.
During the year, the Group introduced a VCP Value Creation Plan (VCP) for senior employees including Executive Directors and other members of the Executive Committee. In accordance with the plan rules, participants are
eligible for a share in a pool of excess shareholder value created over a three-year performance period from 1 May 2025 to 30 April 2028. If the share price at the end of the performance period (plus accumulated dividends) is
between the threshold hurdle of £5.21 and maximum cap of £8.00, any VCP pool value will be converted into Company shares which will normally be subject to a two-year holding period.
The Board makes discretionary awards of free shares to eligible employees. Employees must remain in employment of the Company during the vesting period of three years in order to receive the free shares.
The SAYE Scheme has a three-year savings period where employees save at an agreed rate. At the end of the savings period, employees can choose to either exercise options or withdraw their savings.
Notes to the Company financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
5 Investments
Investment
in subsidiary
undertakings
£000
Cost and carrying amount:
At 1 May 2024 451,022
Capital contribution 3,272
At 30 April 2025 and 1 May 2025 454,294
Capital contribution 4,036
At 30 April 2026 458,330
Subsidiary holdings, included in the Group financial statements for the year ended 30 April 2026, are shown in Note 31 of the Group financial statements. All of these subsidiary holdings are wholly-owned, unless otherwise
indicated in Note 31 of the Group financial statements. All operating subsidiaries’ results are included in the Group financial statements.
6 Deferred tax assets
The following are the major deferred tax assets recognised by the Company and movements during the current and prior year: The deferred tax asset is supported by future Group profitability.
Share based
payments
£000
Other
temporary
differences
£000
Total
£000
At 1 May 2024 2,569 125 2,694
Charge to the income statement (286) (67) (353)
Credit to equity 862 26 888
At 30 April 2025 and 1 May 2025 3,145 84 3,229
Credit to the income statement 626 – 626
Charge to equity (146) (8) (154)
At 30 April 2026 3,625 76 3,701
Notes to the Company financial statements continued
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7 Receivables and contract assets
2026
£000
2025
£000
Amounts due from subsidiary undertakings 1,255,750 1,175,898
Prepayments 643 759
Other receivables 124 108
1,256,517 1,176,765
Amounts due from subsidiary undertakings includes £1,180,603,000 (2025: £1,153,325,000) non-interest bearing and repayable on demand, a loan of £40,107,000 (2025: £nil) which is repayable in June 2028 which bears
an interest rate of 5.95% and a £35,040,000 balance (2025: £22,573,000) on a loan repayable in June 2028 which bears interest at a fixed rate of 5.00% (2025: 5.00%).
Where amounts due from subsidiary undertakings are non-interest bearing and repayable on demand, the Company does not intend to call upon these amounts due in the 12 months following the date of issuance of the
Annual Report.
8 Trade and other payables
2026
£000
2025
£000
Trade payables 96 62
Amounts due to subsidiary undertakings 165,802 204,292
Social security and other taxes 114 261
Accruals and deferred income 6,710 6,155
172,722 210,770
The Directors consider that the carrying amount of trade and other payables approximates to their fair value due to their short term nature.
Amounts due to subsidiary undertakings includes £28,508,000 (2025: £66,620,000) non-interest bearing and repayable on demand and a loan repayable in June 2028 of £137,294,000 (2025: £137,672,000) which bears
interest at 1.95% above SONIA (2025: 1.95%).
Notes to the Company financial statements continued
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9 Borrowings
2026
£000
2025
£000
Bank loans and overdrafts 272,542 160,050
Loan notes 489,119 480,875
Cumulative preference shares 500 500
762,161 641,425
The carrying value of the Company’s borrowings approximate to their fair value as the interest rate payable on those borrowing is close to current market rates, other than the loan notes of £489,432,000 which have an
estimated fair value of £459,684,000. The fair value has been calculated based on discounted cash flows using a comparable borrowing rate.
The borrowings are repayable as follows:
2026
£000
2025
£000
On demand or within one year (shown within current liabilities)
Bank loans and overdrafts 3,008 6,603
3,008 6,603
In the second year
Loan notes 129,938 –
129,938 –
In the third to fifth years
Bank loans 275,709 160,398
Loan notes 151,594 276,835
427,303 4 37, 23 3
Due after more than five years
Loan notes 207,900 204,432
Cumulative preference shares 500 500
208,400 204,932
Unamortised finance fees relating to the bank loans and loan notes (6,488) ( 7,3 4 3)
Total borrowings 762,161 641,425
Amounts due for settlement within one year (shown within current liabilities) (3,008) (6,603)
Amounts due for settlement after more than one year 759,153 634,822
Notes to the Company financial statements continued
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9 Borrowings continued
Bank loans and overdrafts
Bank loans and overdrafts are unsecured and bear interest at rates of 1.95% (2025: 1.95%) above the relevant interest rate index, being SONIA for Sterling-denominated debt and EURIBOR for Euro-denominated debt,
subject to a floor of 0%. Bank loan facilities mature in April 2031. Overdrafts are unsecured and can be withdrawn at any time and are repayable on demand.
Loan notes
The Company has £489,432,000 (2025: £481,267,000) of loan notes (gross of unamortised fees) which bear interest at an average rate of 2.4% (2025: 2.4%). These are unsecured and are repayable in November 2027,
November 2029, October 2031, November 2031 and October 2034.
Cumulative preference shares
The cumulative preference shares of 50p each entitle the holder to receive a cumulative preferential dividend at the rate of 5% on the paid-up capital and the right to a return of capital at either winding up or a repayment of
capital. The cumulative preference shares do not entitle the holders to any further or other participation in the profits or assets of the Company. These shares have no voting rights other than in exceptional circumstances.
The total number of authorised cumulative preference shares of 50p each is 1,300,000 (2025: 1,300,000), of which 1,000,000 (2025: 1,000,000) were allotted and fully paid at the balance sheet date.
10 Share capital
Called-up share capital, allotted and fully paid:
30 April 2026
No. of shares
30 April 2025
No. of shares
30 April 2026
£000
30 April 2025
£000
Opening ordinary share capital 246,091,423 246,091,423 123,046 123,046
Cancellation of treasury shares (10,000,000) – (5,000) –
Closing ordinary share capital 236,091,423 246,091,423 118,046 123,046
The Company has one class of ordinary shares with a par value of 50p. On 1 May 2025, the Group cancelled 10,000,000 ordinary shares of 50p each which were held in treasury.
11 Share premium account
£000
At 1 May 2024, 30 April 2025 and at 30 April 2026 113,510
12 Treasury shares reserve
Movements on the treasury shares reserve are shown in the Statement of changes in equity, which can be seen on page 176. Further information on these reserves is given below:
Treasury shares reserve
The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. Following the cancellation of treasury shares detailed in Note 10, as at 30 April 2026, the Company held
7,252,974 of the Company’s shares (2025: 20,252,974). The total number of shares held in treasury represents 3.1% (2025: 8.2%) of the allotted and fully paid share capital of the Company.
Notes to the Company financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
13 Other reserves
Capital
redemption
reserve
£000
Merger reserve
£000
Hedging
reserve
£000
Other reserve
£000
Total other
reserves
£000
At 1 May 2024 40 63,159 78 261,831 325,108
Change to comprehensive income – – (78) – (78)
At 30 April 2025 40 63,159 – 261,831 325,030
Change to comprehensive income – – 24 – 24
Share cancellations 5,000 – – – 5,000
At 30 April 2026 5,040 63,159 24 261,831 330,054
The above shows the movements on the reserves classified as ‘Other reserves’ on the Company’s Statement of changes in equity. Movements on the translation reserve are shown in the Statement of changes in equity,
which can be seen on page 176. Further information on certain of these reserves is given below:
Merger reserve
The merger reserve in the Company and the Group arose from acquisitions in previous years.
Hedging reserve
The hedging reserve represents the cumulative amounts of changes in fair values of hedged interest rate derivatives that are deferred in equity, as explained in Note 2, less amounts transferred to the income statement and
other components of equity.
Other reserve
The other reserve represents the excess of the share price on the date of acquisition of Redde plc, 282p over the nominal share price of 50p. The share premium represents the excess of the share price of 251p at the time of
the sale of these shares over the nominal share price of 50p. The Company has recorded the premium for the issue of shares for this acquisition in other reserves in accordance with Section 612 of the Companies Act 2006 in
respect of merger relief.
14 Dividends
An interim dividend of 8.8p per ordinary share was paid in January 2026 (2025: 8.8p). The Directors propose a final dividend for the year ended 30 April 2026 of 18.2p per ordinary share (2025: 17.6p), which is subject to
approval at the AGM and has not been included as a liability as at 30 April 2026. Based upon the shares in issue at 30 April 2026 and excluding treasury shares and shares in employee trusts where dividends are waived, this
equates to a final dividend payment of £41m (2025: £40m). No dividends have been paid between 30 April 2026 and the date of signing the financial statements.
Notes to the Company financial statements continued
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Corporate governance Financial statements Other informationStrategic report ZIGUP plc | Annual Report and Accounts 2026
15 Related party transactions
Transactions with subsidiary undertakings
Transactions between the Company and its subsidiary undertakings, which are related parties, are £8,105,000 (2025: £9,366,000) interest payable, £3,263,000 (2025: £3,534,000) interest receivable and £12,562,000
(2025: £10,869,000) royalty charges receivable.
Balances with subsidiary undertakings at the balance sheet date are shown in Notes 7 and 8.
Transactions with other related parties
There were no transactions with other related parties in the current or prior years.
Remuneration of key management personnel
In the current and prior year, the Directors of the Company are determined to be the key management personnel of the Company. There are other senior managers in the Company who are able to influence the Company in
the achievement of its goals. However, in the opinion of the Directors, only the Directors of the Company have significant authority for planning, directing and controlling the activities of the Company.
In respect of the compensation of key management personnel, the short term employee benefits, post-employment (pension) benefits, termination benefits and details of share options granted are set out in the
Remuneration report on pages 99 to 109.
The fair value charged to the income statement in respect of equity settled share based payment transactions with the Directors is £1,215,000 (2025: £601,000). There are no other long-term benefits accruing to key
management personnel, other than as set out in the Remuneration report.
Notes to the Company financial statements continued
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Other
information.
188 Glossary
192 Shareholder Information
Other information
187
ZIGUP plc | Annual Report and Accounts 2026Corporate governanceStrategic report Other informationFinancial statements
Glossary
Term Definition
1.5 degree world A term used in the Paris Agreement to target a 1.5 degree celsius reduction in
the world’s surface temperature compared to pre-industrial levels
ADAS Advanced Driver Assistance Systems: A set of technologies, designed to assist
drivers in the safe operation of vehicles
AEDIVE A trade association in Spain representing companies engaged in vehicle rental,
leasing and fleet management
AFR Accident Frequency Rate: a standard measure of recording workplace accidents
AGM Annual general meeting of the Company
Annual report on
remuneration
That section of the Remuneration report which is subject to an advisory
shareholder vote
API technology A set of protocols and tools that allow different software applications to
communicate with each other
ARIES An environmental framework specific to the UK bodyshop network designed to
drive sustainability, carbon reduction and efficiency across vehicle accident repair
Auxillis A business within the Claims & Services operating segment providing fault and
non-fault accident management assistance and related services
B2B Non-consumer-related business activity
Blakedale A business within the UK&I Rental operating segment providing specialist traffic
management services
Blue-chip A nationally or internationally recognised, well established company
BVRLA A UK trade association representing companies engaged in vehicle rental,
leasing and fleet management
Capex Capital expenditure
CEO Chief Executive Officer
CFO Chief Financial Officer
ChargedEV A business within the UK&I Rental operating segment providing EV charging
and solar infrastructure and solutions
Claims & Services The Claims & Services operating segment representing the insurance claims
and services part of the Group providing a range of mobility solutions
Companies Act The Companies Act 2006
Colleague engagement A percentage score following a method to calculate colleague engagement
using the results of the colleague Have Your Say annual survey
Consumer Duty A regulatory framework for financial services in the UK, introduced by the FCA
Term Definition
Contract hire A vehicle lease accounted for under IFRS 16 (Leases), where the funder retains
the legal ownership of the vehicle and the residual value risk
CRM A technology tool used to manage and analyse customer interactions
throughout the customer lifecycle
DABP Deferred Annual Bonus Plan: a senior management share award scheme
DENZ A UK government department responsible for energy security and achieving net
zero emissions
DE&I Diversity, equity and inclusion
Disposal profit(s) This is a non-GAAP measure used to describe the adjustment in the
depreciation charge made in the year for vehicles sold at an amount different
to their net book value at the date of sale (net of attributable selling costs and
excluding depreciation adjustments described on page 38)
Drive to Zero A project related to the Group’s targets to reduce emissions
e-auction The part of the Group which generates vehicles sales revenue through the
Group’s online sales platforms
EAB Executive Annual Bonus scheme: a senior management share award scheme
EBIT Earnings before interest and taxation, underlying unless otherwise stated
EBIT excluding
disposal profits
Underlying EBIT excluding disposal profits (see GAAP reconciliation on
page 44)
EBIT margin /
underlying EBIT margin
Underlying EBIT divided by revenue excluding vehicle sales (see GAAP
reconciliation on page 42)
EBIT margin (excluding
disposal profits)
EBIT excluding disposal profits divided by revenue (excluding vehicle sales)
EBITDA Earnings before interest, taxation, depreciation and amortisation
ED&I Equality, diversity and inclusion in the workplace
e-LCV(s) Electrically powered LCV(s)
EPS Basic earnings per share. Underlying unless otherwise stated
ERM Enterprise Risk Management: a risk management methodology
EPSP Executive Performance Share Plan: a senior management share award scheme
ESG Environmental, social and governance
EU CAFE Regulations in the EU for new car sales and CO
2
emissions targets
Glossary
188
Corporate governance ZIGUP plc | Annual Report and Accounts 2026Strategic report Financial statements Other information
Glossary continued
Term Definition
EV(s) Electrically powered vehicle(s)
Facility headroom Calculated as facilities of £1,125m less net borrowings of £850m. Net
borrowings represent net debt of £999m excluding lease liabilities of £155m and
unamortised arrangement fees of £6m, and are stated after the deduction of
£23m of cash balances which are available to offset against borrowings
FCA Financial Conduct Authority, a UK regulatory body
FENEVAL A Spanish trade association representing companies engaged in vehicle rental,
leasing and fleet management
Fleet assets Referring to the net book value of vehicles for hire
FN50 A ranking of the top 50 fleet operators in the UK based on their fleet size
Free Shares Part of the SIP and also including international awards of free shares to
Group employees
FMG A newly defined operating segment for FY2027 comprising FMG and FMG RS
businesses, providing accident, fleet management, and vehicle repair services
FMG RS A business within the Claims & Services operating segment providing vehicle
repair services
FRC Financial Reporting Council, a UK regulatory body
Free cash flow Net cash generated after principal lease payments and before the payment of
dividends and payments to acquire treasury shares
FridgeXpress A business within the UK&I Rental operating segment providing specialist
temperature controlled vehicle services
FTSE The Financial Times Stock Exchange: the UK-based index for global
equity markets
FTSE 100 An index or group of the 100 largest companies on the FTSE by market
capitalisation
FTSE 250 An index or group of the next 250 largest companies on the FTSE by market
capitalisation after the FTSE 100
FTSE 350 An index or group of companies combining the FTSE 100 and FTSE 250
Term Definition
FY2021/FY2022/
FY2023/ FY2024/
FY2025/ FY2026/
FY2027/ FY2028/
FY2029/ FY2030/
FY2031/ FY2032/
FY2033/FY2034
Each of the financial years ending 30 April 2021 to 30 April 2034
GAAP Generally Accepted Accounting Practice: meaning compliance with IFRS
Gearing Calculated as net debt divided by net tangible assets
GHG Greenhouse gas
Green NCAP’s Life
Cycle Assessment
methodology
A method used to estimate the overall environmental impact of a vehicle over
its lifecycle
Growth capex Growth capex represents the cash consumed in order to grow the total
owned rental fleet or the cash generated if the fleet size is reduced in periods
of contraction
H1/H2 Half-year period. H1 being the first six months and H2 being the second six
months of the financial year
HP obligations Lease liabilities that would have been recognised on the balance sheet as
finance leases prior to adoption of IFRS 16 (Leases)
Have Your Say survey An annual Group wide survey to facilitate colleague engagement across
the Group
Hybrid vehicles Vehicles that are powered by a combination of a combustion engine and a
battery-powered electric motor
ICE vehicles Vehicles powered by an internal combustion engine
IEA The International Energy Agency providing data analysis and solutions on all
fuels and technologies
IFRS International Reporting Standards, as adopted in the UK
IMI The professional association for individuals working in the UK motor industry
Income from
associates
The Group’s share of net profit of associates accounted for using the
equity method
IPCC A UN body for assessing the science related to climate change
IPV Impact protection vehicle: A specialised vehicle designed to protect roadworkers
and motorists during live traffic operations
189
ZIGUP plc | Annual Report and Accounts 2026Corporate governanceStrategic report Other informationFinancial statements
Glossary continued
Term Definition
ISO 14064 -1 An international standard that specifies how organisations must quantify,
manage and report their GHG emissions
KPIs Key performance indicators
LCV Light commercial vehicle: the official term used within the European Union
for a commercial carrier vehicle with a gross vehicle weight of not more than
3.5 tonnes
Lease principal
payments
Principal payments on leases recognised under IFRS 16 (Leases)
Leverage Calculated as net debt divided by underlying EBITDA (see GAAP reconciliation
on page 44)
Listing Rules The Listing Rules of the FCA
LTIP Long term incentive plan, including the EPSP
M&A Referring to inorganic growth/growth opportunities
Motor Insurance
Taskforce
A UK Government based initiative to oversee and improve integrity of the
insurance market
NCAP An international vehicle safety standard system that evaluates the
crash-worthiness and safety features of new cars
Net replacement capex Net capital expenditure other than that defined as growth capex
NESO An independent system planner and operator for the UK’s energy system
Net zero As defined under The Paris Agreement, a legally binding international treaty on
climate change
NewLaw A business within the Claims & Services operating segment providing
legal services
Net tangible assets Net assets less goodwill and other intangible assets
Non-GAAP A financial metric used which is not defined under GAAP
Non-ICE vehicles Vehicles not powered by an internal combustion engine
Northgate The vehicle rental business in UK, Ireland and Spain
Northgate Mobility The brand and accounting segment under which our UK&I rental businesses
and Auxillis business will operate as of 1 May 2026
Northgate Traffic
Management
Referring to the business previously known as Blakedale.
Term Definition
Northgate Spain Referring to the Spain Rental operating segment
Northgate UK The UK-based vehicle rental business, part of the UK&I Rental operating segment
NPS Net promoter score: a measure used to assess customer satisfaction
OEM(s) Original equipment manufacturer(s): a reference to our vehicle suppliers
One Fleet A strategic initiative focused on managing vehicles across the lifecycle as one
connected proposition
One Road A strategic initiative focused on simplifying and integrating the customer offering
across the Group
Parker Review An independent framework reporting on the diversity of UK boards of directors of
publicly listed companies
PBT Profit before taxation, underlying unless otherwise stated
PPU Profit per unit/loss per unit – this is a non-GAAP measure used to describe
disposals profits (as defined), divided by the number of vehicles sold
PwC PricewaterhouseCoopers LLP
Rental margin Calculated as rental profit divided by underlying revenue
Rental profit(s) EBIT excluding disposal profits
ROCE Underlying return on capital employed: calculated as underlying EBIT divided by
average capital employed (see GAAP reconciliation on page 44)
SAY E The Company’s all employee share saving scheme
SBTi A global framework used to set and validate GHG emission reduction targets in
line with climate science and pathway to a 1.5 degree world
SECR Streamlined Energy & Carbon Reporting: UK regulation requiring certain
companies to report on their energy use and GHG emissions
Section 172 Referring to Section 172 of the Companies Act 2006
SIMI An trade association in Ireland representing the motor industry
SIP The Company’s HMRC-approved share incentive plan, including the All
Employee Share Scheme (AESS) and the Free Shares programme
Spain Referring to the Spain Rental operating segment
Spain Rental The Spain Rental operating segment located in Spain and providing commercial
vehicle hire and ancillary services (previously called Northgate Spain)
190
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Glossary continued
Term Definition
SMEs Small or medium-sized businesses. No formal definition: generally interpreted to
mean companies falling below the Companies Act 2006 medium-sized business
size company thresholds
SONIA An interest rate benchmark reference rate for Sterling
Steady state cash
generation
Underlying EBITDA less net replacement capex and lease principal payments
Stream A Group-wide savings platform facilitated by a third party organisation
TCFD The Task Force on Climate-related Financial Disclosures
The business Referring to the Group
The Code The UK Corporate Governance Code: setting standards for good practice
corporate governance for listed companies in the UK
The Company ZIGUP plc
The Group The Company and its subsidiaries
The Remuneration
report
Referring to pages 102 to 121 of this report, comprising the Introduction to
the Remuneration report, Remuneration at a glance and the Directors’
remuneration report
The UK business Referring to all of the Group’s operations and businesses located within the UK
The Voice Network A connected system of forums in the UK and Ireland led by a member of the
Group Management Board, to facilitate colleague engagement
Trus tpilot An independent digital platform for consumers to share experiences of
interactions with businesses
UKAS A UK government body providing accreditation to organisations
UK Climate-Related
Financial Disclosures
Guidance
Mandatory climate-related disclosures for publicly listed companies issued by
the UK Government in 2022
UK&I Referring to all operating businesses within the UK and Ireland
UK&I Rental The UK&I Rental operating segment located in the UK and the Republic of
Ireland providing commercial vehicle hire and ancillary services (previously
called Northgate UK&I)
Underlying free
cash flow
Free cash flow excluding growth capex
Underlying revenue Revenue excluding vehicle sales revenue (see GAAP reconciliation on page 42)
UN Sustainable
Development goals
A set of 17 sustainable development goals to be achieved by 2030 as adopted
by all United Nations Member States in 2015
Term Definition
Utilisation Calculated as the average number of vehicles on hire divided by average
rentable fleet in any period
VCP Value Creation Plan: a long term incentive plan
VOH Vehicles on hire. Average unless otherwise stated
Well-to-Wheel A method to evaluate efficiency and emissions of an energy source by
considering its entire lifecycle
ZEV mandate The Zero Emissions Vehicle mandate: a legal framework introduced by the UK
Government to increase the proportion of zero emission vehicles sold in the UK
ZIGUP The Group
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ZIGUP plc | Annual Report and Accounts 2026Corporate governanceStrategic report Other informationFinancial statements
Shareholder information
Classification
Information concerning day-to-day movements in the price of the Company’s ordinary shares can be found
on the Company’s website at: www.zigup.com.
The Company’s listing symbol on the London Stock Exchange is ZIG.
The Company’s joint corporate brokers are Barclays Bank plc and Deutsche Bank AG, London Branch
(trading for these purposes as Deutsche Numis) and the Company’s ordinary shares are traded on the Stock
Exchange Trading system for Money Market, (SETSmm).
The Company is registered in England and Wales.
Company number 00053171.
Financial calendar
December
Publication of interim statement
January
Payment of interim dividend
July
Announcement of year end results
Report and financial statements available to shareholders
September
AGM
Payment of final dividend
Secretary and registered office
Matthew Barton (Group Company Secretary)
Tel: 01325 467558
Registrars
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.mpms.mufg.com
Tel: 0371 664 0300
Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable international rate.
Company contact details
ZIGUP plc
Northgate Centre
Lingfield Way
Darlington
DL1 4PZ
Tel: 01325 467558
www.zigup.com
Shareholder information
192
Corporate governance ZIGUP plc | Annual Report and Accounts 2026Strategic report Financial statements Other information
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ZIGUP plc | Annual Report and Accounts 2026
ZIGUP plc
Northgate Centre
Lingfield Way
Darlington
DL1 4PZ
www.zigup.com