Zigup : FY 25 Interim results statement

About this update from Zigup Plc

Back to all media FY 25 Interim results statement 4 December 2024 ("ZIGUP" or the "Group" or the "Company") Good group performance, confidence in full year expectations ZIGUP (LSE:ZIG), the leading integrated mobility solutions platform providing services across the vehicle lifecycle, is pleased to announce its results for the half year ended 31 October 2024 (the 'period'). Half Year results Reported Underlying 1 Half Year ended 31 October H1 2025 H1 2024 Change H1 2025 H1 2024 Change £m £m % £m £m % Revenue 903.6 911.3 (0.8%) 775.0 733.8 5.6% EBIT 73.2 113.3 (35.4%) 99.1 115.0 (13.8%) Profit before tax 56.2 97.4 (42.4%) 82.0 99.1 (17.2%) Earnings per share 19.4p 32.9p (41.5%) 28.1p 33.4p (16.0%) 1 excludes vehicle sales revenue, exceptional items, amortisation of acquired intangible assets and adjustments to underlying depreciation. See GAAP reconciliation on page 4. Other measures H1 2025 H1 2024 Change £m £m Net debt 782.5 755.0 3.6% Fleet assets 2 £1.43bn £1.23bn 16.1% Leverage 1.6x 1.6x - Underlying EBITDA 228.6 220.0 3.9% ROCE 12.8% 14.8% (2.0ppt) Dividend per Share 8.8p 8.3p 6.0% 2 referring to the net book value of vehicles for hire. Martin Ward, CEO of ZIGUP, commented: 'Our strategy continues to deliver, and we are well placed with our broadening position in the essential market for mobility services. We are pleased to report underlying growth in revenues, and the delivery of PBT in line with expectations, while reflecting normalising disposal profits as previously stated. We have seen a good supply of new vehicles coming through since the year end, reducing the fleet age and strengthening our asset base. Our fleet now exceeds £1.4 billion in value, underscoring our strong market presence. Claims & Services grew underlying revenues, and is entering its busier winter period with a pick-up in activity seen after an unusual quieter summer period with lower levels of claims made to insurers. Significant progress has been made in cash collection and establishing more protocols with insurers, improving processing efficiencies. We are also pleased to have secured new, additional long-term funding, which has successfully reduced our average borrowing costs to 3.2%. This not only enhances our financial strength but also provides substantial opportunities to support further fleet growth. Our prospects are strong, and our expectations for the full year are on track. With our strategic initiatives yielding positive results and a strong financial footing, we are well-positioned to continue our growth trajectory and to capitalise on opportunities within the mobility services market.' 1 Key financial highlights • Underlying revenue strong, up 5.6% with growth in both Vehicle hire (+4.7%) and Claims and Services (+6.3%); total revenue decreased by 0.8% due to lower vehicle sales revenue • Underlying PBT of £82.0m (H1 2024: £99.1m) mainly due to lower disposal and Claims and Services profits; in addition, Reported PBT of £56.2m (H1 2024: £97.4m) includes non-cash depreciation adjustment of £13.9m cost (H1 2024: £7.6m credit) (see page 14) • Vehicle hire revenue: Spain up over 8% supported by VOH growth of 7.4%, UK&I up 1.7% benefitting from careful pricing actions, while rental VOH down 4.6% reflecting higher defleets in H2 2024 • Resilient rental margins for both vehicle rental businesses; Spain at 19.3% (H1 2024: 20.8%) and UK&I at 15.7% (H1 2024: 16.3%) reflecting strong demand and efficiencies supporting high utilisation rates • Disposal profits reduced to £25.8m (H1 2024: £34.7m) as expected, from lower sales volumes totalling 17,200 (H1 2024: 18,800) as well as impact from expected normalising of LCV residual values • Claims & Services underlying EBIT of £17.6m (H1 2024: £26.3m); reduced volumes in replacement vehicles and legal services and impact of a cyber incident, in part offset by growth in bodyshop and fleet management • Strong balance sheet with leverage unchanged at 1.6x on prior year, supported by fleet assets of £1.43bn (H1 2024: £1.23bn) and over £347m of facility headroom after £160m additional loan note financing • Shareholder returns: 6.0% increase in interim dividend to 8.8p; £30m share buyback programme concluded in June 2024 with £5.3m returned within the period • Exceptional cost of £2.8m arising from management of response to cyber incident in May 2024 principally impacting our legal business, NewLaw (see page 12) H1 business highlights • Fleet growth : Group fleet 132,500 vehicles (128,200 at end-FY 2024); improved supply has enabled fleet growth along with strong demand including large fleet orders from core customers in UK&I and Spain; average fleet-ages each reduced by over 2 months vs prior period • New wins & strong demand: good rental demand momentum, strongest UK new business wins since pre-Covid and healthy Spanish environment; significant additional orders for 2025 from existing large customers plus UK public sector client mandates; new utility partner channels for ChargedEV • Supporting cross-sell: 'One-road' sales channel simplification, already delivered over 750 new UK&I rentals from cross-sell referrals; ancillary income growth of 13% • Strong operational metrics: Rental utilisation rates remain strong at 91%; protocol partners at c.70%; improving claims conversion & process efficiencies • Customer service & digitalisation: 'Customer First' programme delivering record Trustpilot and NPS scores; scaling up of customer self-service capability within UK portals, additional RPA processes enhancing productivity; RTA vehicle recovery product growth • Growth initiatives: Three new facilities operational in H1 (Dundee, North Barcelona (Parets) and Cadiz); UK&I car rental product growing interest from corporate clients for rental periods over 1 month; launched micro-mobility rental offering 2 Outlook Recent vehicle supply contracts have provided good visibility for calendar 2025 fleet growth, and expected increases in infrastructure spending are also positive for our UK rental customer base over the medium term. Spain continues to enjoy record demand. While the normalisation seen in residual values will see disposal profits moderate as expected, our confidence in the business, and for our outlook, is unchanged and remains in line with market expectations. Analyst Briefing and Investor Meet presentation A hybrid presentation for sell-side analysts and institutional investors will be held at 9.30am today, 4 December 2024. If you are interested in attending, please email Burson Buchanan on [email protected] to request the joining details. This presentation will also be made available via a link on the Company's website www.zigup.com. The Company will also provide a roadshow presentation via the Investor Meet Company platform on Monday 9th December 2024 at 3.00pm for institutional and retail investors. Click here to register: https://www.investormeetcompany.com/zigup-plc/register-investor For further information contact: Ross Hawley, Head of Investor Relations +44 (0) 1325 467558 Burson Buchanan Chris Lane/Jamie Hooper/Verity Parker +44 (0) 207 466 5000 Notes to Editors: ZIGUP is the leading integrated mobility solutions provider, with a platform providing services across the vehicle lifecycle to help people keep on the move, smarter. The Group offers mobility solutions to businesses, fleet operators, insurers, OEMs and other customers across a broad range of areas from vehicle rental and fleet management to accident management, vehicle repairs, service and maintenance. The mobility landscape is changing, becoming ever more connected and ZIGUP uses its knowledge and expertise to guide customers through the transformation, whether that is more digitally connected solutions or supporting the transition to lower carbon mobility through providing EVs, charging solutions and consultancy. The Group's core purpose is to keep its customers mobile, smarter - through meeting their regular mobility needs or by servicing and supporting them when unforeseen events occur. With our considerable scale and reach, ZIGUP's mission is to offer an imaginative, market-leading customer proposition and drive enhanced returns for shareholders by creating value through sustainable compounding growth. The Group seeks to achieve this through the delivery of its new strategic framework of Enable, Deliver and Grow. ZIGUP supports its customers through a network and diversified fleet of over 130,000 owned and leased vehicles, supporting over 1 million managed vehicles, with over 180 branches across the UK, Ireland and Spain and a specialist team of over 7,500 employees. We are a trusted partner to many of the leading insurance and leasing companies, blue chip corporates and a broad range of businesses across a diverse range of sectors. Our strength comes not only from our breadth of our award-winning solutions, but from our extensive network reach, our wealth of experience and continual focus on delivering an exceptional customer experience. Further information regarding ZIGUP plc can be found on the Company's website: www.zigup.com 3 GAAP reconciliation tables Consolidated income statement reconciliation Six month period ending (Unaudited) Foot note 31.10.2024 Statutory 31.10.2024 Adjustments 31.10.2024 Underlying 31.10.2023 Statutory 31.10.2023 Adjustments 31.10.2023 Underlying (below) 2024 2024 2024 2023 2023 2023 £m £m £m £m £m £m Revenue (a) 903.6 (128.7) 775.0 911.3 (177.5) 733.8 Cost of sales (b + c) (709.2) 142.6 (566.6) (685.3) 169.9 (515.4) Gross profit 194.5 13.9 208.4 226.0 (7.6) 218.4 Administrative expenses (d) (121.4) 11.9 (109.5) (113.5) 9.3 (104.2) Operating profit 73.1 25.9 98.9 112.5 1.7 114.2 Income from associates 0.2 - 0.2 0.8 - 0.8 EBIT 73.2 25.9 99.1 113.3 1.7 115.0 Finance income 0.9 - 0.9 0.2 - 0.2 Finance costs (18.0) - (18.0) (16.1) - (16.1) Profit before taxation 56.2 25.9 82.0 97.4 1.7 99.1 Taxation (e) (12.7) (6.5) (19.2) (22.9) (0.4) (23.3) Profit for the period 43.4 19.4 62.8 74.6 1.3 75.8 Shares for EPS calculation (Note 4) 223.8m 223.8m 226.7m 226.7m Basic EPS 19.4p 28.1p 32.9p 33.4p Foot notes Adjustments comprise: Revenue: sale of vehicles (a) (128.7) (177.5) Cost of sales: revenue sale of vehicles net down (b) 128.7 177.5 Adjustments to underlying depreciation (see Financial Review) (c) 13.9 (7.6) Gross profit 13.9 (7.6) Exceptional items (Note 11) 2.8 - Amortisation of acquired intangible assets (Note 6) 9.2 9.3 Administrative expenses (d) 11.9 9.3 Adjustments to EBIT 25.9 1.7 Adjustments to PBT 25.9 1.7 Tax on exceptional items (Note 11) (0.7) - Tax on brand royalty charges, adjustments to depreciation and amortisation of acquired intangible assets (5.8) (0.4) Tax adjustments (e) (6.5) (0.4) Adjustments to profit 19.4 1.3 4 Group Overview Differentiated business model Our business model centres on delivering a differentiated product offering for customers who are attracted to the breadth and scale of services provided through tailored, integrated solutions. We deliver smarter mobility including a broad range of value-added services and increasingly self-service customer analytics. These support the mobility needs of a diverse and growing range of customers who value our significant asset base and industry-leading expertise, with customers increasingly on multi-year contracts. We acquire vehicles supporting both rental and incident management service solutions, utilising prudent levels of leverage, well below that of vehicle rental peers. Our owned fleet provides significant asset backing for our borrowings, with fleet assets of £1.43bn compared to net debt of £782m at the half year. We deploy cash when in a growth phase, investing in tangible assets on which we seek to achieve a return significantly above our cost of capital, whilst maintaining leverage within our 1-2x target range. Our rebrand to ZIGUP plc took place in May 2024, aligned to our new strategic pillars and now with the UK&I businesses all working under one combined structure. These have helped consolidate the business focus around activities for customer service excellence and driving growth. Market environment Rental demand in both Spain and UK&I has remained extremely robust with new UK business at its strongest since pre-Covid. In Spain, both minimum term and flex offerings continue to attract strong interest. This has been through a combination of market share gains and growing the rental market at the expense of owned/leased alternatives. The UK budget focused on infrastructure and public sector investment and targets sectors where we have a strong presence. Our Claims & Services businesses have entered their traditional higher activity season, after what was a quieter summer, with lower partner referrals and fluid insurance market dynamics. We have focused on delivering high levels of customer service, reflected in outstanding Trustpilot and strong NPS scores. With bodyshop capacity improving, customer repair durations shortened, which also reduced replacement vehicle hire lengths. Vehicle supply dynamics Vehicle supply constraints eased very considerably over 2024 with most OEMs now able to offer good visibility combined with improved support for those with meaningful order volumes in calendar 2025. This provides greater confidence in fleet growth and management of defleeting in both UK&I and Spain. ZIGUP's scale, financial capacity and breadth of fleet options is a significant advantage in these discussions, alongside our end-to-end EV capability. This is set to be increasingly important as the UK ZEV mandate starts to influence OEM production strategies. We continue to monitor both automotive technology developments and potential regulatory changes to best position ourselves in what is likely to be a significant influence on both new and used vehicle markets from 2025-26. Residual values for LCVs in the UK followed a similar pattern to that of cars in the previous calendar year, with softening values through the summer and autumn levelling off towards the end of the year. In Spain, there has been continued strength in used prices which shows only limited signs of moderating. With strong rental demand, the constraint on average vehicles on hire has been almost entirely supply-side; the prior year comparator reflects the higher fleet starting point in April 2023 and the activities over the past 18 months in fleet replacement. With easing vehicle supply we see good potential for fleet growth in FY 2025 combined with further reduction in fleet ages, with the benefits of this principally felt in the reduction in average service time and cost. 5 Strategy progress The refreshed strategic framework of Enable, Deliver, Grow launched at the start of the period, reflects the business focus and ambitions. It has helped to articulate the opportunities identified both within the business and within our marketplaces. The framework is being used throughout our operations to focus the competitive advantages that our integrated mobility platform offers, delivering both share growth and expanding into new markets. Progress within the period includes: Enable : Our One Road programme is making a meaningful difference in simplifying customer engagement, cross-selling and converting into new orders. These are supported by programmes increasing digitalisation and self-service portals and analytics, delivering smarter solutions such as the EV suitability portal has encouraged more fleets to assess their potential and delivered new orders. Deliver: The Customer First programme has helped focus on the customer experience at individual branch level with channels for immediate feedback increasingly used and allowing for greater responsiveness. Investment in our employee proposition and in workshops and bodyshops have delivered greater efficiencies and grown productivity, improving service responsiveness. Grow: We added three new locations in under-represented geographic areas in the period and expanded our car-focused rental offering in both Spain (B2C) and the UK (Corporate), which together now have 1,350 vehicles on hire through these new channels. ChargedEV has added new referral channels with large utilities who are becoming a major force in domestic EV charger uptake. Supporting sustainability The extreme weather and floods in Valencia during November 2024 substantially impacted our Valencia branch building, but all colleagues were unharmed, and through the immense efforts of our team were able to return to operational strength within a couple of days and support customers in the major clear-up efforts now underway. Our Drive to Zero programme is supporting a growing number of customers looking to adopt EVs as part of their fleet strategy. We offer suitability analysis through a new online portal, EV open days and end-to-end support from fleet planning through to workplace charging installation, resulting in a growth in EVs being rented, up 75%. Awards recognising our leadership in this area included 'Sustainability Mobility Solution' (Spain) and Business Cars 'Best Eco initiative' (Northgate UK). Within our business we have enhanced our employee value proposition with investment in the breadth of rewards and benefits, including our third year of awarding free shares to all eligible employees and broadening our engagement forum programme. We have also commenced work on a double materiality assessment as part of our CSRD preparedness which will inform our ESG programme focus and reporting. Strong financial capacity In October, we secured further long-term funding, raising €190m (£160m) through 7 and 10-year loan notes, fixed at 4.4%. This delivered a 70bp reduction in our drawn debt financing costs. The average funding cost on our borrowing facilities is now 3.2% and our headroom on committed facilities was £347m at the period end. We continue to explore a diverse range of funding options to support our business model, with our target leverage remaining within our 1-2x range. At the end of October the leverage was 1.6x (H1 2024 1.6x). We would expect this to rise as we take advantage of improved vehicle supply to both replace and grow capex across our vehicle fleets given the strength of demand in both UK&I and Spain. The Board has declared an interim dividend of 8.8p per share (H1 2024: 8.3p) to be paid on 10 January 2025 to shareholders on the register as at close of business on 13 December 2024. The interim dividend represents 50% of the final dividend for the year ended 30 April 2024 in line with previous guidance. 6 FINANCIAL REVIEW Group Revenue and EBIT Half Year ended 31 October H1 2025 H1 2024 Change Change £m £m £m % Revenue - vehicle hire 338.2 322.9 15.3 4.7% Revenue - vehicle sales 128.7 177.5 (48.8) (27.5%) Revenue - claims and services 436.8 410.9 25.8 6.3% Total revenue 903.6 911.3 (7.7) (0.8%) Rental profit 59.1 59.6 (0.5) (0.8%) Disposal profit 25.8 34.7 (8.9) (25.5%) Claims and services profit 17.4 25.5 (8.1) (31.6%) Corporate costs (3.4) (5.6) 2.2 (38.5%) Underlying operating profit 98.9 114.2 (15.3) (13.3%) Income from associates 0.2 0.8 (0.6) (79.2%) Underlying EBIT 99.1 115.0 (15.9) (13.8%) Underlying EBIT margin 3 12.8% 15.7% (2.9ppt) Statutory EBIT 73.2 113.3 (40.1) (35.4%) Revenue Total Group revenue, including vehicle sales, of £903.6m was 0.8% lower than prior period while revenue excluding vehicle sales of £775.0m (H1 2024: £733.8m), was 5.6% higher than the prior period. Hire revenues increased 4.7% due to VOH growth in Spain and pricing actions in the UK&I. Claims and services revenue increased by 6.3% reflecting growth in fleet management services and repair services partially offset by lower credit hire volumes and length. Group vehicle sales revenue reduced by 27.5% with 1,600 fewer vehicles sold in the period and at an older age as the fleet is refreshed. EBIT Statutory EBIT decreased 35.4%, while underlying EBIT of £99.1m reduced by 13.8% compared to the prior period; reflecting a decrease in disposal profits and lower Claims and services profits. The statutory EBIT includes a £13.9m cost (H1 2024: £7.6m credit) for adjustments to depreciation rates, £9.2m (H1 2024: £9.3m) amortisation on acquired intangible assets and £2.8m exceptional administrative expenses (H1 2024: £nil). Rental profit decreased 0.8% to £59.1m (H1 2024: £59.6m) including a £0.6m decrease in UK&I Rental. Total disposal profits for the period of £25.8m were 25.5% lower than the prior period with 17,200 vehicles sold (H1 2024: 18,800). This includes 2,700 sales of ex-Auxillis fleet cars and other non-fleet vehicles through the UK&I Rental sales channels (H1 2024: 4,900). 3 Calculated as underlying EBIT divided by total revenue (excluding vehicle sales) 7 UK&I Rental Half Year ended 31 October H1 2025 H1 2024 Change Underlying financial results £m £m % Revenue - vehicle hire 4 195.6 192.3 1.7% Revenue - vehicle sales 93.1 132.4 (29.7%) Total revenue 288.6 324.7 (11.1%) Rental profit 30.8 31.4 (2.1%) Rental margin % 15.7% 16.3% (0.6ppt) Disposal profit 13.6 18.2 (25.0%) Underlying EBIT 44.4 49.6 (10.5%) EBIT margin % 5 22.7% 25.8% (3.1ppt) ROCE % 13.1% 16.1% (3.0ppt) KPIs ('000) ('000) % Average VOH 43.8 45.9 (4.6%) Closing VOH 44.6 45.1 (1.1%) Average utilisation % 91% 91% - Rental revenue rose 1.7% compared to the prior period, with underlying demand strong across all rental product areas. Lower average VOH at the start of the period through limited LCV supply provided a headwind but started to ease through the autumn. Revenue growth was achieved through carefully managed pricing actions together with a focus on maximising availability and ensuring high fleet utilisation. The One Road programme to deliver more unified customer relationship management and a simplified sales process has seen immediate benefits, with over 750 new vehicle rentals from cross-referrals between the specialist and core product teams. Blakedale and FridgeXpress together saw 11% fleet growth in the period; and ancillary revenues grew 13% as customers recognised the benefit of our range of value-added services. Customer end-markets of infrastructure and public sector saw a number of large orders for completion through 2025 and are set to benefit from the new UK government's focus on investment announced in the budget. EVs on hire grew 75% to over 1,650, with a combination of EV open days and online analysis tools allowing customers to properly understand the opportunity for their particular fleet requirements. Our ChargedEV business signed partnerships with British Gas and Scottish Power, and with City of Durham to replace their public charging infrastructure. New business enquiries and wins have trended positively and are now at the highest levels for five years, a combination of market share gains and greater outsourcing by large fleets. A growing number of these have seen additional services requested as part of the rental order, from vehicle fit-outs ('semi-cap') and fleet management support to EV solutions. Rental margin at 15.7% remains in line with our long-term target and reflects the focus on efficiency within the branches and improving parts supply chains allowing utilisation rates to be kept close to peak operational levels, at 91% for the period. The Customer First programme and increasing digitalisation has allowed for greater customer self-service and analysis, including branch-level feedback. LCV residual values continued to normalise through the period, reflecting a large tranche of older vehicles placed on the market, as increased new vehicle supply allowed more owners to refresh their ageing fleets. Disposal profits of £13.6m were 25% lower than the prior year, reflecting both lower PPUs and reduced volumes, after the higher defleets in H2 2024. 4 Including intersegment revenue of £4.2m (H1 2024: £4.6m) 5 Calculated as underlying EBIT divided by total revenue (excluding vehicle sales) 8 Rental business Vehicle hire revenue in UK&I Rental was £195.6m (H1 2024: £192.3m), an increase of 1.7%. A 6.6% increase in average revenue per vehicle reflected mix of vehicle, product and hire length as well as applied rate increases, partially offset by a 4.6% reduction in average VOH. Rental profits were £30.8m compared to £31.4m in the prior period. Average VOH of 43,800 was 2,100 lower than the prior period (H1 2024: 45,900) with closing VOH of 44,600 showing steady growth compared to 43,800 close for FY 2024 with the supply of new vehicles continuing to filter through in the period. UK&I Rental's minimum term proposition accounted for 41% of average VOH (H1 2024: 41%). The average term of these contracts is approximately three years, providing both improved visibility of future rental revenue and earnings, as well as lower transactional costs. Management of fleet and vehicle sales The closing UK&I Rental fleet was 47,900 compared to 46,600 at 30 April 2024. During the period, 8,100 vehicles were purchased (H1 2024: 4,800 purchased and acquired) and 7,200 vehicles were de-fleeted (H1 2024: 7,200). The leased fleet increased by 400 vehicles. The average age of the fleet at the end of the period was c.4 months lower than at 30 April 2024 and c.2 months lower than at 31 October 2023. The fleet composition continues to be monitored in response to VOH demand as well as easing market supply conditions. A total of 10,800 vehicles were sold in UK&I Rental during the period, 7.4% lower than the prior period (H1 2024: 11,600 vehicles) including 2,200 fewer cars and other non-fleet vehicles sold via Van Monster which had been defleeted from the Claims & Services fleet. Disposal profits of £13.6m (H1 2024: £18.2m) were 25.0% lower than prior period due to a decrease in volumes coupled with a reduction in the underlying LCV PPU (£1,600 compared to £3,500 in the prior period) reflecting a reduction in residual values which had been temporarily higher due to market supply restrictions which subsequently started to ease in H2 2024. 9 Spain Rental Half Year ended 31 October H1 2025 H1 2024 Change Underlying financial results £m £m % Revenue - vehicle hire 146.8 135.2 8.6% Revenue - vehicle sales 35.1 44.6 (21.2%) Total revenue 181.9 179.8 1.2% Rental profit 28.3 28.1 0.7% Rental margin % 19.3% 20.8% (1.5ppt) Disposal profit 12.2 16.5 (26.2%) Underlying EBIT 40.5 44.7 (9.2%) EBIT margin % 6 27.6% 33.0% (5.4ppt) ROCE % 12.0% 14.5% (1.5ppt) KPIs ('000) ('000) % Average VOH 59.6 55.5 7.4% Closing VOH 61.0 55.8 9.3% Average utilisation % 91% 91% - Rental revenue growth of 8.6% (up 11% in constant currency) came through increased VOH (up 7.4%), together with pricing increases reflecting recent cost inflation. Constructive market dynamics continued, with more customers moving to rental solutions as part of a broader trend to greater outsourcing. Our differentiated flexible rental offering combined with value-added customer service continues to be very attractive. It allowed us to grow at above market rates, especially in our core LCV product, from a broad range of end market sectors and a mix of smaller customers and large corporate fleets. Vehicle supply continued to improve, helped by the broadening of our OEM supply base over the past 3 years. This allowed us to achieve strong VOH growth alongside reducing the average fleet age by 2.1 months from the prior H1 period, and at 28.8 months was 1.3 months lower than at the year end. With improved vehicle supply we were able to better support our B2C digital offering, where VOH increased over 200%. Our focus on differentiated value-added products was also reflected in our telematics service with over 14,000 vehicles now installed, up 40% on the prior period. Disposal profits of £12.2m (H1 2024: £16.5m) reflected reduced disposal volumes (11% decrease from H1 2024), as we balanced defleeting with meeting customer demand. PPUs are normalising from their peak in November 2023 but remain at elevated levels, with used vehicle demand particularly strong for our vehicle categories. Disposals have predominantly been through our digital eAuctions platform where a fully refreshed and enhanced platform will be launched in H2 2025. Rental margin at 19.3% was slightly lower than the prior period, mainly due to higher depreciation costs from fleet growth and vehicle renewal. This was mitigated by our continued focus on cost management including reuse of parts and efficiency programmes. Our Northgate workshops and bodyshops were very busy throughout the period, with capacity helped by the rapid ramp-up of repair operations at three new branches to support increased demand, with further capacity planned for H2 2025. Revenues from third party servicing rose 23% with growth from insurance companies and key corporate accounts. The recent floods in Valencia heavily impacted our branch and our customer base in that region. The team worked tirelessly to restore operational capability in order to support customers with their clean-up activities and have diverted more resources and replacement vehicles to the region. 6 Calculated as underlying EBIT divided by total revenue (excluding vehicle sales) 10 Rental business Vehicle hire revenue in Spain Rental was £146.8m (H1 2024: £135.2m), an increase of 8.6% (11.1% in local currency). Average VOH increased 7.4% and closing VOH increased 9.3% to 61,000. Spain Rental's minimum term proposition accounted for 37% (H1 2024: 35%) of average VOH. The average term of these contracts is approximately three years, providing visibility of future rental revenue and earnings. Rental profit increased marginally by 0.7% in the year (3.0% in constant currency) to £28.3m (H1 2024: £28.1m). This resulted in a rental margin of 19.3%, 1.5ppt lower than the prior period, due to increases in depreciation as we replace and grow our fleet with vehicles at a higher purchase value as well as higher repair costs due to lower defleeting activity. Management of fleet and vehicle sales The closing Spain Rental fleet amounted to 69,600 compared to 65,100 vehicles at 30 April 2024. During the period 10,700 vehicles were purchased (H1 2024: 9,500) and 6,200 vehicles were de-fleeted (H1 2024: 7,600 vehicles). The average age of the fleet at the end of the period was c.2 months lower than at the same time last year. This was due to replacement of older vehicles with improved market supply in H2 of FY 2024 continuing into H1 of FY 2025. Disposal profits of £12.2m (H1 2024: £16.5m) decreased 26.2% with total vehicle sales of 6,400, 11% lower than prior period due to lower defleeting activity in order to satisfy VOH growth coupled with a decrease in LCV PPUs to £1,900 (H1 2024: £2,300) with residual values starting to normalise as new supply becomes increasingly available. 11 Claims & Services Half Year ended 31 October H1 2025 H1 2024 Change Underlying financial results £m £m % Revenue - claims and services 7 442.1 416.6 6.1% Revenue - vehicle sales 8 27.1 58.8 (53.9%) Total revenue 469.2 475.4 (1.3%) Gross profit 79.7 82.0 (2.7%) Gross margin% 9 18.0% 19.7% (1.7ppt) Operating profit 17.4 25.5 (31.6%) Income from associates 0.2 0.8 (79.2%) Underlying EBIT 17.6 26.3 (33.1%) EBIT margin % 4.0% 6.3% (2.3ppt) ROCE % 17.3% 16.6% 0.7ppt Claims & Services revenue growth of 6.1% was supported by higher repair activity. Vehicle sales were 53.9% lower, reflecting the significant defleeting which had taken place in H1 2024 as well as lower car residual values. 1,800 vehicles from the car fleet (H1 2024: 3,600) were transferred to Van Monster for disposal or use in our corporate rental car proposition. The fleet closed the period at 15,000 vehicles with an average age of 16 months. FMG and FMG Repair Services performed strongly, achieving their operational targets and high NPS and Trustpilot scores from partners and policyholders. With no major migrations underway, the core focus was on operational efficiencies and improving customer experience through streamlining our processes, as well as opening our 67th bodyshop, in Dundee, bringing the business closer to its Scottish customers. Reflecting the broader market, Auxillis experienced a quieter summer for partner referrals up to September, although recent momentum is improving in line with historic seasonal norms. This impacted replacement hire days which continued to normalise, as repair capacity and parts supply improved allowing for shorter key-to-key repair durations. Hire days are now at levels we believe will be maintained through the busier winter period. In early May we experienced a cyber incident and we immediately isolated our infrastructure in UK & Ireland to contain and eliminate the threat. While the majority of Group businesses experienced limited impact and rapidly returned to operational capacity, NewLaw was impacted and required significant support before it could restart processing its case load and Auxillis paused on new business origination for one week. Exceptional costs attributable to the incident amounted to £2.8m along with a reduction in EBIT estimated at £4.2m within Claims & Services profits in the period. The combination of the quieter summer for our higher margin credit hire operations and impact of the cyber incident were the drivers of the reduction in EBIT margin for this period to 4.0%, we believe these were principally one-off in nature. The business continues to invest in its people and systems to enhance technical capabilities, increasing automation and other efficiencies across the operations. Our apprentice scheme is scaling up its bodyshop technician cohort and we have been recognised both for the quality of this scheme and also a number of individual apprentice and mentor awards at national level. 7 Including intersegment revenue of £5.3m (H1 2024: £5.6m) 8 Including intersegment revenue of £26.6m (H1 2024: £58.4m) 9 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) 12 Additional RPA processes were launched improving our claims processing capacity and after a successful pilot of the self-service direct hire portal this will now be offered out to more partners. c.50% of bodyshops had ADAS testing equipment and certification capabilities installed, improving repair productivity, with the remainder scheduled for H2 2025. Revenue and profit Revenue for the period (excluding vehicle sales) increased 6.1% to £442.1m (H1 2024: £416.6m) due to increased volumes in repair services and fleet management services. These favourable variances were offset by a reduction in credit hire volumes and hire durations in comparison to the prior period. Gross margin of 18.0% declined 1.7ppt (H1 2024: 19.7%) due to margin being adversely impacted by the IT incident. EBIT for the period decreased 33.1% to £17.6m (H1 2024: £26.3m) reflecting decreases in credit hire durations and lower than planned volumes as well as an estimated £4.2m trading impact of the cyber incident. This has then been partially offset by growth in the FMG RS business due to technician efficiencies and higher paints and parts margins, as well as marginal increases in FMG due to growth in managed fleet and external repair volumes. Management of fleet The total fleet in Claims & Services closed the period at 15,000 vehicles, down from 16,500 at 30 April 2024 with the lower fleet reflecting reduced credit hire lengths and volumes. The average fleet age at the end of the period was 17 months compared to 16 months as at 30 April 2024, reflecting the lower fleet holding period than in the UK&I and Spain rental businesses due to the different composition of the fleet and usage of those vehicles. The Claims & Services fleet operates a hybrid financing approach including ownership, leasing and, during peak periods, cross-hiring when needed. 13 Group PBT and EPS Half Year ended 31 October H1 2025 H1 2024 Change Change £m £m £m % Underlying EBIT 99.1 115.0 (15.9) (13.8%) Net finance costs (17.1) (15.9) (1.2) 7.4% Underlying profit before taxation 82.0 99.1 (17.1) (17.2%) Statutory profit before taxation 56.2 97.4 (41.2) (42.4%) Underlying effective tax rate 23.4% 23.5% - (0.1ppt) Underlying EPS 28.1p 33.4p (5.3p) (16.0%) Statutory EPS 19.4p 32.9p (13.5p) (41.5%) Profit before taxation Underlying profit before taxation was 17.2% lower than prior period reflecting the lower EBIT across the Group. Statutory PBT was 42.4% lower including £2.8m (H1 2024: £nil) exceptional administrative expenses, amortisation of acquired intangibles of £9.2m (H1 2024: £9.3m) and a £13.9m cost (H1 2024: £7.6m credit) relating to adjustments to depreciation rates on certain fleet. Exceptional items As explained earlier (on page 12), the Group experienced a cyber incident at the start of the period which was quickly contained. The costs associated with managing the incident of £2.8m have been recognised in exceptional items in the period. 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 charged in the period was £9.2m (H1 2024: £9.3m). As previously reported, and in line with the requirements of accounting standards, a decision was made to reduce depreciation rates from 1 May 2022 on certain vehicles remaining on the fleet which were purchased before FY 2021. This was due to the prolonged strength of residual values over recent years which could not have been envisaged at the time that those vehicles were purchased. The total adjustment made to underlying depreciation in the period was a cost of £13.9m (H1 2024: £7.6m credit) comprising £7.6m reduced depreciation (H1 2024: £23.6m) offset by £21.5m reduced disposal profits (H1 2024: £15.9m). As the cohort of fleet which was selected for a rate change is sold, the credit to depreciation reduces and the adjustment to disposal profits increases. This has resulted in a £21.5m higher charge to the income statement compared to the prior period. The net adjustment is materially in line with expectations set out in the FY 2024 Annual Report. Interest Net finance charges increased to £17.1m (H1 2024: £15.9m) due to higher average debt compared to the prior period. Interest rates are significantly sheltered due to holding 82.5% of borrowing as fixed rate debt. 14 Dividend The Board has declared an interim dividend of 8.8p per share (H1 2024: 8.3p) to be paid on 10 January 2025 to shareholders on the register as at close of business on 13 December 2024. The interim dividend represents 50% of the final dividend for the year ended 30 April 2024 in line with previous guidance. Share buyback programme During the period to 31 October 2024 the Group completed its previously announced £30m share buyback programme, purchasing 1,271,112 shares for a total consideration of £5.3m (H1 2024: 2,537,500 shares were purchased for a total consideration of £8.2m). 15 Group cash flow Half Year ended 31 October H1 2025 H1 2024 Change £m £m £m Underlying EBIT 99.1 115.0 (15.9) Underlying depreciation and amortisation 129.5 105.0 24.5 Underlying EBITDA 228.6 220.0 8.6 Net replacement capex 10 (178.9) (103.5) (75.4) Lease principal payments 11 (29.4) (35.1) 5.7 Steady state cash generation 20.3 81.4 (61.1) Working capital and non-cash items 38.5 (48.8) 87.3 Exceptional cash costs (2.8) - (2.8) Growth capex 10 (53.5) (1.3) (52.2) Taxation (7.1) (21.2) 14.1 Net operating cash (4.6) 10.1 (14.7) Distributions from associates - 1.2 (1.2) Interest and other financing (15.9) (14.5) (1.4) Acquisition of business - (4.1) 4.1 Free cash flow (20.5) (7.3) (13.2) Dividends paid (39.3) (37.3) (2.0) Payments to acquire treasury shares (5.3) (8.2) 2.9 Add back: lease principal payments 12 29.4 35.1 (5.7) Net cash consumed (35.7) (17.7) (18.0) Steady state cash generation Steady state cash generation decreased to £20.3m (H1 2024: £81.4m), with strong underlying EBITDA partially offset by an increase in net replacement capex as improvements in vehicle supply enabled replacement of the fleet, reducing average fleet age. Working capital and non-cash items Working capital and non-cash items reduced by £87.3m to a cash inflow of £38.5m (H1 2024: cash outflow £48.8m) mainly within Claims & Services. In the prior period, there was a working capital outflow as the business invested in growth through new contract wins. In the current year cash generation has improved as more claims have moved under protocol terms, alongside timing of payments at the end of each reporting period. 10 Net replacement capex is total net capex less growth capex. Growth capex represents the cash consumed in order to grow the fleet or the cash generated if the fleet size is reduced in periods of contraction 11 Lease principal payments are included so that steady state cash generation includes all maintenance capex irrespective of funding method 12 Lease principal payments are added back to reflect the movement on net debt 16 Net capital expenditure Net capital expenditure increased by £127.6m to £232.4m (H1 2024: £104.8m) due to a £75.4m increase in net replacement capex 10 and a £52.2m increase in growth capex 10 . Net replacement capex 10 was £178.9m (H1 2024: £103.5m), £75.4m higher than the prior period resulting in a reduction in fleet age, comprising a £50.4m increase in UK&I, a £32.4m increase in Claims & Services and a £7.4m reduction in Spain. Growth capex 10 of £53.5m (H1 2024: £1.3m) included £65.3m in Spain and £3.8m in UK&I Rental to grow the fleet size, partially offset by an inflow of £15.6m in Claims & Services where the fleet size was contracted due to reduced credit hire days. Lease principal payments of £29.4m (H1 2024: £35.1m) decreased by £5.7m as legacy hire purchase contracts from acquisitions were run off. Free cash flow Free cash flow decreased by £13.2m to an outflow of £20.5m (H1 2024: £7.3m 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 £178.9m, capex lease payments of £29.4m and growth capex of £53.5m. Net cash consumed Net cash consumed of £35.7m (H1 2024: £17.7m), excluding principal lease payments of £29.4m (H1 2024: £35.1m), comprises free cash outflow of £20.5m (as above), £39.3m of dividends paid (H1 2024: £37.3m) and £5.3m (H1 2024: £8.2m) for purchase of treasury shares. Leverage has been maintained at 1.6x (H1 2024: 1.6x). Net debt Net debt reconciles as follows: H1 2025 H1 2024 £m £m Opening net debt at 1 May 742.2 694.4 Net cash consumed 35.7 17.7 Other non-cash items 15.4 44.8 Exchange differences (10.8) (1.9) Closing net debt at 31 October 782.5 755.0 Closing net debt was £40.3m higher than net debt at 30 April 2024, driven by net cash consumption of £35.7m and other non-cash items of £15.4m including the recognition of new leases. The foreign exchange impact on net debt was a £10.8m decrease. The net book value of fleet on the balance sheet at 31 October 2024 was £1.43bn (H1 2024: £1.23bn). 17 Borrowing facilities As at 31 October 2024 the Group had headroom on facilities of £347m, with £637m drawn (net of available cash balances) against total facilities of £984m as detailed below: Facility £m Drawn £m Headroom £m Maturity Borrowing Cost UK bank facilities 498 158 340 Nov-26 5.6% Loan notes 473 473 - Nov 27 - Nov 34 2.4% Other loans 13 6 7 Nov 25 4.1% 984 637 347 3.2% In October 2024, the Group raised €190m (£160m) of additional loan notes at an average borrowing cost of 4.4% with maturities of 7 and 10 years. The above drawn amounts reconcile to net debt as follows: Drawn £m Borrowing facilities 637 Unamortised finance fees (4) Leases 149 Net debt 782 There are three financial covenants under the Group's facilities as follows: Threshold Oct-24 Headroom Oct-23 Interest cover 3x 7.4x £113m (EBIT) 9.0x Loan to value 70% 41% £459m (net debt) 44% Debt leverage 3x 1.6x £180m (EBITDA) 1.6x The covenant calculations have been prepared in accordance with the requirements of the facilities to which they relate. Balance sheet Net assets at 31 October 2024 were £1,040.7m (H1 2024: £1,024.9m), equivalent to net assets per share of 461p (H1 2024: 452p). Net tangible assets at 31 October 2024 were £822.2m (H1 2024: £789.1m), equivalent to a net tangible asset value of 364p per share (H1 2024: 348p per share). Gearing at 31 October 2024 was 95.2% (H1 2024: 95.7%) and ROCE was 12.8% (H1 2024: 14.8%). 18 Going concern Having considered the Group's current trading, cash flow generation and debt maturity, the Directors have concluded that it is appropriate to prepare the Group financial statements on a going concern basis. Risks and uncertainties The Board and the Group's management have clearly defined responsibility for identifying the major business risks facing the Group and for developing systems to mitigate and manage those risks. The principal risks and uncertainties facing the Group at 30 April 2024 were set out in detail on pages 58 to 63 of the FY 2024 Annual Report, a copy of which is available at www.zigup.com, and were identified as: • The world we live in • Our markets and customers • Fleet availability • Our people • Regulatory environment • Technology and digitalisation • Recovery of contract assets • Access to capital These principal risks have not changed since the last Annual Report and continue to be those that could impact the Group during the second half of the current financial year. 19 Alternative performance measures and glossary of terms A reconciliation of statutory to underlying Group performance is outlined at the front of this document. A reconciliation of underlying cash flow measures and additional alternative performance measures used to assess performance of the Group is shown below. Six months to 31.10.24 Six months to 31.10.23 £m £m Underlying EBIT 99.1 115.0 Add back: Depreciation of property, plant and equipment 142.7 99.3 Depreciation rate change adjustments not in underlying operating profit (13.9) 7.6 Gain on disposal of assets - (2.6) Intangible amortisation included in underlying operating profit (Note 6) 0.7 0.6 Underlying EBITDA 228.6 220.0 Net replacement capex 1 (178.9) (103.5) Lease principal payments (29.4) (35.1) Steady state cash generation 20.3 81.4 Working capital and non-cash items 38.5 (48.8) Exceptional cash costs (2.8) - Growth capex 2 (53.5) (1.3) Taxation (7.1) (21.2) Net operating cash (4.6) 10.1 Distributions from associates - 1.2 Interest and other financing costs (15.9) (14.5) Acquisition of business net of cash acquired - (4.1) Free cash flow (20.5) (7.3) Payments to acquire treasury shares (5.3) (8.2) Dividends paid (39.3) (37.3) Add back: lease principal payments 3 29.4 35.1 Net cash consumed (35.7) (17.7) Reconciliation to cash flow statement: Net increase (decrease) in cash and cash equivalents 6.2 (7.0) Add back: Receipt of bank loans and other borrowings (159.1) (46.2) Repayments of bank loans and other borrowings 87.8 0.4 Principal element of lease payments 29.4 35.1 Net cash consumed (35.7) (17.7) Reconciliation of capital expenditure Purchases of vehicles for hire 340.7 265.3 Proceeds from disposals of vehicles for hire (115.8) (167.4) Proceeds of disposal of other property, plant and equipment (0.5) (0.2) Purchases of other property plant and equipment 6.5 6.3 Purchases of intangible assets 1.5 0.8 Net capital expenditure 232.4 104.8 Net replacement capex 1 178.9 103.5 Growth capex 2 53.5 1.3 Net capital expenditure 232.4 104.8 1 Net capital expenditure other than that defined as growth capex 2 Growth capex represents the cash consumed in order to grow the total owned fleet or the cash generated if the owned fleet size is reduced in periods of contraction 3 Lease principal payments are added back to reflect the movement on net debt 20 UK&I Rental 6 months to 31.10.24 £000 Spain Rental 6 months to 31.10.24 £000 Group Sub-total 6 months to 31.10.24 £000 Underlying operating profit 1 44,401 40,525 84,926 Exclude: Adjustments to underlying depreciation charge in relation to vehicles sold in the period and profit on sale of directly acquired vehicles (13,644) (12,189) (25,833) Rental profit 30,757 28,336 59,093 Divided by: Revenue: hire of vehicles 2 195,559 146,812 342,371 Rental margin 15.7% 19.3% 17.3% Group UK&I Rental 6 months to 31.10.23 £000 Spain Rental 6 months to 31.10.23 £000 Sub-total 6 months to 31.10.23 £000 Underlying operating profit 1 49,600 44,655 94,255 Exclude: Adjustments to underlying depreciation charge in relation to vehicles sold in the period and profit on sale of directly acquired vehicles (18,184) (16,514) (34,698) Rental profit 31,416 28,141 59,557 Divided by: Revenue: hire of vehicles 2 192,256 135,219 327,475 Rental margin 16.3% 20.8% 18.2% 1 See Note 2 to the financial statements for reconciliation of segment underlying operating profit to Group underlying operating profit. 2 Revenue: hire of vehicles including intersegment revenue (see Note 2 to the financial statements). 21 Glossary of terms The following defined terms have been used throughout this document: Term Definition Auxillis A trading name used by the Claims & Services segment. A business which generates revenue from insurance claims and services ADAS Advanced driver assistance system: technologies assisting drivers with the safe operation of a vehicle Blakedale A business within the UK&I Rental operating segment, providing specialist traffic management services Capex Capital expenditure Capital employed Net assets excluding net debt, goodwill and acquired intangible assets, and the adjustment to net book values for changes to depreciation rates which have not been reflected in the underlying results. Charged EV A business within the UK&I Rental operating segment, providing EV Charging 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 Company ZIGUP plc CSRD The Corporate Sustainability Reporting Directive Disposal profit(s) This is a non-GAAP measure used to describe the adjustment in the depreciation charge made in the period for vehicles sold at an amount different to their net book value at the date of sale (net of attributable selling costs) EBIT Earnings before interest and taxation. Underlying unless otherwise stated EBIT margin Calculated as EBIT divided by revenue (excluding vehicle sales) EBITDA Earnings before interest, taxation, depreciation and amortisation EPS Earnings per share. Underlying unless otherwise stated ESG Environmental, social and governance EV(s) Electric vehicle(s) Facility headroom Calculated as borrowing facilities of £984m less net borrowings of £637m. Net borrowings represent net debt of £782m excluding lease liabilities of £149m and unamortised arrangement fees of £4m. FMG A business within the Claims & Services operating segment providing fleet management services. FMG RS A business within the Claims & Services operating segment, providing vehicle repair services Free cash flow Net cash generated after principal lease payments and before share buybacks and the payment of dividends FridgeXpress A business acquired within the UK&I Rental operating segment, providing specialist vehicle rental solutions FY 2024 The year ending 30 April 2024 FY 2025 The year ending 30 April 2025 GAAP Generally Accepted Accounting Principles: meaning compliance with IFRS Gearing Calculated as net debt divided by net tangible assets Group The Company and its subsidiaries 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 2024 The six month period ended 31 October 2023 H1 2025 The six month period ended 31 October 2024 H2 2024 The six month period ending 30 April 2024 H1/H2 Half year period: H1 being the first half and H2 being the second half of the financial year IFRS International Financial Reporting Standards Income from associates The Group's share of net profits of associates accounted for using the equity method LCV(s) Light commercial vehicle(s): the official term used within the UK and European Union for a commercial carrier vehicle with a gross vehicle weight of not more than 3.5 tonnes Leverage Net debt divided by rolling 12 month EBITDA, calculated in accordance with the Group's debt facility arrangements on a pre IFRS 16 basis Micro-mobility Transportation using lightweight vehicles such as bicycles or scooters, especially electric ones that may be borrowed as part of a self-service scheme in which people hire vehicles for short term use within a town or city Net replacement capex Net capital expenditure other than that defined as growth capex and lease principal payments Net tangible assets Net assets less goodwill and other intangible assets Northgate UK The UK based vehicle rental business, part of the UK&I Rental operating segment NPS Net promoter score: a recognised methodology for assessing customer satisfaction OEM(s) Original equipment manufacturer(s): a reference to the Group's vehicle suppliers 22 PBT Profit before taxation. Underlying unless otherwise stated PPU Profit per unit/loss per unit - this is a non-GAAP measure used to describe disposal profit (as defined), divided by the number of vehicles sold Rental margin Calculated as rental profit divided by revenue (excluding vehicle sales) within the UK&I Rental and Spain Rental parts of the Group Rental profit(s) EBIT excluding disposal profits within the UK&I Rental and Spain Rental parts of the Group ROCE Underlying return on capital employed: calculated as underlying EBIT (see non-GAAP reconciliation) divided by average capital employed RPA Robotic Process Automation: a technology which uses software robots to perform certain tasks. RTA Road Traffic Accident: a term used in the insurance industry for vehicle accidents Spain Rental The Spain Rental operating segment located in Spain and providing commercial vehicle hire and ancillary services Spain/Spanish Referring to the Spain Rental operating segment Steady state cash generation Underlying EBITDA less net replacement capex and lease principal payments Trustpilot An independent digital platform for consumers to share experiences of interactions with businesses UK&I Referring to the UK&I Rental operating segment UK&I Rental The UK&I Rental operating segment located in the United Kingdom and the Republic of Oreland providing commercial vehicle hire and ancillary services Utilisation Calculated as the average number of vehicles on hire divided by average rentable fleet in any period Van Monster A trading name within the UK&I segment. The part of the UK&I segment that manages external vehicle sales VOH Vehicles on hire. Average unless otherwise stated 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 23 Condensed consolidated income statement for the six months ended 31 October 2024 Six months Six months Year to to 31.10.24 to 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) Notes £000 £000 £000 Revenue: hire of vehicles 2 338,208 322,887 649,271 Revenue: sale of vehicles 2 128,663 177,470 312,469 Revenue: claims and services 2 436,768 410,939 871,387 Total revenue 2 903,639 911,296 1,833,127 Cost of sales (709,160) (685,307) (1,400,236) Gross profit 194,479 225,989 432,891 Administrative expenses (excluding exceptional items) (114,710) (109,483) (229,270) Net impairment of trade receivables (3,937) (3,978) (9,782) Other exceptional administrative expenses 11 (2,758) - - Total administrative expenses (121,405) (113,461) (239,052) Operating profit 73,074 112,528 193,839 Income from associates 2,8 166 799 1,296 EBIT 2 73,240 113,327 195,135 Finance income 935 189 596 Finance costs (18,014) (16,091) (33,628) Profit before taxation 56,161 97,425 162,103 Taxation 3 (12,744) (22,863) (37,085) Profit for the period 43,417 74,562 125,018 Profit for the period is wholly attributable to owners of the Company. All results arise from continuing operations. Earnings per share Basic 4 19.4p 32.9p 55.2p Diluted 4 18.9p 32.0p 54.0p 24 Condensed consolidated statement of comprehensive income for the six months ended 31 October 2024 Six months Six months Year to to 31.10.24 to 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Amounts attributable to owners of the Company Profit attributable to owners 43,417 74,562 125,018 Other comprehensive (expense) Foreign exchange differences on retranslation of net assets of subsidiary undertakings (10,810) (3,474) (15,326) Foreign exchange differences on long term borrowings held as hedges 7,774 2,032 11,252 Foreign exchange difference on revaluation reserve (20) (9) (33) Net fair value (loss) gain on cash flow hedges (120) - 104 Deferred tax charge (credit) recognised directly in equity relating to cash flow hedges 30 - (26) Total other comprehensive expense for the period (3,146) (1,451) (4,029) Total comprehensive income for the period 40,271 73,111 120,989 All items will subsequently be reclassified to the consolidated income statement. 25 Condensed consolidated balance sheet As at 31 October 2024 31.10.24 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) Note £000 £000 £000 Non-current assets Goodwill 6 115,918 115,918 115,918 Other intangible assets 6 102,617 119,880 111,054 Property, plant and equipment 7 1,606,091 1,404,003 1,483,344 Deferred tax assets 1,750 2,122 1,878 Interest in associates 8 4,651 4,811 4,502 Total non-current assets 1,831,027 1,646,734 1,716,696 Current assets Inventories 25,541 44,088 38,261 Receivables and contract assets 408,634 468,671 421,032 Derivative financial instrument assets - - 104 Current tax assets 2,077 18,724 9,271 Cash and bank balances 9 15,116 29,646 39,802 Total current assets 451,368 561,129 508,470 Total assets 2,282,395 2,207,863 2,225,166 Current liabilities Trade and other payables 380,727 321,778 335,597 Provisions 6,495 3,513 4,170 Derivative financial instrument liabilities 16 - - Current tax liabilities 1,023 3,523 29 Lease liabilities 45,950 46,171 51,442 Borrowings 22,159 33,447 57,542 Total current liabilities 456,370 408,432 448,780 Net current (liabilities) assets (5,002) 152,697 59,690 Non-current liabilities Trade and other payables - 4,373 - Provisions 8,852 10,521 10,336 Lease liabilities 103,000 119,267 113,082 Borrowings 626,486 585,793 559,964 Deferred tax liabilities 46,978 54,613 49,607 Total non-current liabilities 785,316 774,567 732,989 Total liabilities 1,241,686 1,182,999 1,181,769 NET ASSETS 1,040,709 1,024,864 1,043,397 Equity Share capital 123,046 123,046 123,046 Share premium account 113,510 113,510 113,510 Treasury shares reserve (72,821) (58,071) (67,488) Own shares reserve (4,461) (8,469) (9,694) Translation reserve (9,795) (4,127) (6,759) Other reserves 330,424 330,480 330,534 Retained earnings 560,806 528,495 560,248 TOTAL EQUITY 1,040,709 1,024,864 1,043,397 Total equity is wholly attributable to owners of the Company. 26 Condensed consolidated cash flow statement for the six months ended 31 October 2024 Six months Six months Year to to 31.10.24 to 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) Note £000 £000 £000 Net cash generated from operations 10 15,254 37,417 110,260 Investing activities Interest received 935 189 596 Distributions from associates 8 17 1,195 2,001 Payment for acquisition of subsidiary, net of cash acquired 12 - (4,051) (4,051) Proceeds from disposal of other property, plant and equipment 429 185 1,432 Purchases of other property, plant and equipment (6,520) (6,321) (15,757) Purchases of other intangible assets (1,496) (771) (2,019) Net cash used in investing activities (6,635) (9,574) (17,798) Financing activities Dividends paid (39,273) (37,343) (56,178) Receipt of bank loans and other borrowings 159,131 46,202 33,078 Repayments of bank loans and other borrowings (87,807) (391) - Principal element of lease payments (29,384) (35,150) (65,047) Payments to acquire treasury shares (5,333) (8,193) (24,878) Proceeds from sale of own shares 208 25 2,829 Net cash used in financing activities (2,458) (34,850) (110,196) Net increase (decrease) in cash and cash equivalents 6,161 (7,007) (17,734) Cash and cash equivalents at the beginning of the period (6,818) 11,681 11,681 Effect of foreign exchange movements (594) (861) (765) Cash and cash equivalents at the end of the period (1,251) 3,813 (6,818) Cash and cash equivalents consist of: Cash and bank balances 9 15,116 29,646 39,802 Bank overdrafts 9 (16,367) (25,833) (46,620) (1,251) 3,813 (6,818) 27 Condensed consolidated statement of changes in equity for the six months ended 31 October 2024 Share capital and share premium Treasury shares Own shares Translation reserve Other reserves Retained earnings Total £000 £000 £000 £000 £000 £000 £000 Total equity at 30 April 2023 and 1 May 2023 236,556 (60,420) (9,615) (2,685) 330,489 500,270 994,595 Share options fair value charge - - - - - 2,837 2,837 Share options exercised - - - - - (11,831) (11,831) Dividends paid - - - - - (37,343) (37,343) Purchase of shares net of proceeds received on exercise of share options Transfer of treasury shares to - (8,361) 25 - - - (8,336) own shares reserve - 10,710 (10,710) - - - - Transfer of shares on vesting of share options - - 11,831 - - - 11,831 Total comprehensive (expense) income - - - (1,442) (9) 74,562 73,111 Total equity at 31 October 2023 and 1 November 2023 236,556 (58,071) (8,469) (4,127) 330,480 528,495 1,024,864 Share options fair value charge - - - - - 2,402 2,402 Share options exercised - - - - - (3,071) (3,071) Dividends paid - - - - - (18,835) (18,835) Purchase of shares net of proceeds received on exercise of share options Transfer of treasury shares to - (16,517) 2,804 - - - (13,713) own shares reserve - 7,100 (7,100) - - - - Transfer of shares on vesting of share options - - 3,071 - - - 3,071 Deferred tax on share based payments recognised in equity Total comprehensive - - - - - 801 801 (expense) income - - - (2,632) 54 50,456 47,878 Total equity at 30 April 2024 and 1 May 2024 236,556 (67,488) (9,694) (6,759) 330,534 560,248 1,043,397 Share options fair value charge - - - - - 1,439 1,439 Share options exercised - - - - - (5,025) (5,025) Dividends paid - - - - - (39,273) (39,273) Purchase of shares net of proceeds received on exercise of share options Transfer of shares on vesting - (5,333) 208 - - - (5,125) of share options - - 5,025 - - - 5,025 Total comprehensive (expense) income - - - (3,036) (110) 43,417 40,271 Total equity at 31 October 2024 236,556 (72,821) (4,461) (9,795) 330,424 560,806 1,040,709 Other reserves comprise the capital redemption reserve, revaluation reserve, merger reserve, other reserve and hedging reserve. 28 Explanatory notes to the interim financial statements 1. Basis of preparation and accounting policies ZIGUP plc is a company incorporated in England and Wales under the Companies Act 2006. This condensed consolidated interim financial report for the half-year reporting period ended 31 October 2024 has been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. The interim report does not include all of the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 April 2024, which has been prepared in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006, and any public announcements made by the Group during the interim reporting period. The accounting policies adopted are consistent with those of the previous financial year, except for the estimation of income tax (see Note 3). The condensed financial statements are unaudited and were approved by the Board of Directors on 4 December 2024. The condensed financial statements have been reviewed by the auditors and the independent review report is set out in this document. The interim financial information for the six months ended 31 October 2024, including comparative financial information, has been prepared on the basis of the accounting policies set out in the last annual report and accounts. There are no new accounting standards that have been adopted in the period. In preparing the interim financial statements, the significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty were the same, in all material respects, as those applied to the consolidated financial statements for the year ended 30 April 2024. 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 Directors apply 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 variables including age, mileage and condition. Residual values have increased in recent years due to the well-publicised new vehicle supply constraints increasing demand for our vehicle assets with values now beginning to normalise. This has increased the level of judgement as it is more difficult to estimate the future residual value of vehicles at the point they are expected to be sold. Depreciation rates were adjusted in 1 May 2022 with the adjustment presented outside of underlying results. Depreciation rates will remain under review as the longer term impact on residual values becomes clearer. The expected adjustment for settlement of claims due from insurance companies and self-insuring organisations remains a critical area of accounting judgement and estimation uncertainty. The approach taken in the period remains consistent with that outlined in the accounting policies for the year ended 30 April 2024. The carrying value of contract assets for claims from insurance companies at 31 October 2024 was £175,813,000 (30 April 2024: £195,972,000). A 3% difference between the carrying amount of claims in the balance sheet and the amounts finally settled would lead to a £5.3m charge or credit to the income statement in subsequent periods. Going concern assumption The Directors have taken into account the following matters in concluding whether or not it is appropriate to prepare the interim financial statements on a going concern basis: Assessment of prospects The Group's prospects are assessed through its strategic planning process. This process includes 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 executive management throughout this process and challenges 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. Assessment of going concern The strategy and associated principal risks underpin the Group's three year strategic plan ("Plan"), which is updated annually. This process considers the current and prospective macro-economic conditions in the countries in which we operate and the competitive tension that exists within the markets that we trade in. 29 The Plan also encompasses the projected cash flows, dividend cover assuming operation of stated policy and headroom against borrowing facilities and financial covenants under the Group's facilities throughout the planned period. The Plan makes certain assumptions about the level of capital recycling likely to occur and therefore considers whether additional financing will be required. Headroom against the Group's banking facilities at 31 October 2024 was £347m. This compares to headroom of £244m at 30 April 2024. At the date of signing these unaudited financial statements, all of the Group's principal borrowing facilities have maturity dates outside of the period under review, therefore the Group's facilities provide sufficient headroom to fund the capital expenditure and working capital requirements for at least 12 months following the date of this report. Information extracted from 2024 annual report The financial figures for the year ended 30 April 2024, as set out in this report, do not constitute statutory accounts but are derived from the statutory accounts for that financial year. The statutory accounts for the year ended 30 April 2024 were prepared with UK-adopted International Accounting Standards and the Companies Act 2006 applicable to companies reporting under IFRS and were delivered to the Registrar of Companies on 15 October 2024. The audit report was unqualified, did not draw attention to any matters by way of emphasis and did not include a statement under Section 498(2) or 498(3) of the Companies Act 2006. 30 2. Segmental analysis Management has 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 principal activities of these divisions are set out in the Operating review. UK&I Rental Six months to 31.10.24 (Unaudited) £000 Spain Rental Six months to 31.10.24 (Unaudited) £000 Claims & Services Six months to 31.10.24 (Unaudited) £000 Corporate Six months to 31.10.24 (Unaudited) £000 Eliminations Six months to 31.10.24 (Unaudited) £000 Total Six months to 31.10.24 (Unaudited) £000 Revenue: hire of vehicles 191,396 146,812 - - - 338,208 Revenue: sale of vehicles 93,078 35,116 469 - - 128,663 Revenue: claims and services - - 436,768 - - 436,768 External revenue 284,474 181,928 437,237 - - 903,639 Intersegment revenue 4,163 - 31,930 - (36,093) - Total revenue 288,637 181,928 469,167 - (36,093) 903,639 Timing of revenue recognition: At a point in time 93,078 35,116 241,782 - - 369,976 Over time 191,396 146,812 195,455 - - 533,663 External revenue 284,474 181,928 437,237 - - 903,639 Underlying operating profit (loss) 44,401 40,525 17,425 (3,417) - 98,934 Income from associates - - 166 - - 166 Underlying EBIT* 44,401 40,525 17,591 (3,417) - 99,100 Exceptional items (2,758) Adjustments to underlying depreciation charge (13,932) Amortisation on acquired intangible assets (Note 6) (9,170) EBIT 73,240 Finance income 935 Finance costs (18,014) Profit before taxation 56,161 * Underlying EBIT stated before amortisation on acquired intangible assets, adjustments to underlying depreciation charge and exceptional items is the measure used by the Board of Directors to assess segment performance. Net impairment of trade receivables is included in underlying EBIT. 31 2. Segmental analysis (continued) UK&I Rental Six months to 31.10.23 (Unaudited) £000 Spain Rental Six months to 31.10.23 (Unaudited) £000 Claims & Services Six months to 31.10.23 (Unaudited) £000 Corporate Six months to 31.10.23 (Unaudited) £000 Eliminations Six months to 31.10.23 (Unaudited) £000 Total Six months to 31.10.23 (Unaudited) £000 Revenue: hire of vehicles 187,668 135,219 - - - 322,887 Revenue: sale of vehicles 132,439 44,566 465 - - 177,470 Revenue: claims and services - - 410,939 - - 410,939 External revenue 320,107 179,785 411,404 - - 911,296 Intersegment revenue 4,588 - 64,034 - (68,622) - Total revenue 324,695 179,785 475,438 - (68,622) 911,296 Timing of revenue recognition: At a point in time 132,439 44,566 201,433 - - 378,438 Over time 187,668 135,219 209,971 - - 532,858 External revenue 320,107 179,785 411,404 - - 911,296 Underlying operating profit (loss) 49,600 44,655 25,480 (5,560) - 114,175 Income from associates - - 799 - - 799 Underlying EBIT* 49,600 44,655 26,279 (5,560) - 114,974 Adjustments to underlying depreciation charge 7,660 Amortisation on acquired intangible assets (Note 6) (9,307) EBIT 113,327 Finance income 189 Finance costs (16,091) Profit before taxation 97,425 32 2. Segmental analysis (continued) UK&I Rental Year to 30.04.24 (Audited) £000 Spain Rental Year to 30.04.24 (Audited) £000 Claims & Services Year to 30.04.24 (Audited) £000 Corporate Year to 30.04.24 (Audited) £000 Eliminations Year to 30.04.24 (Audited) £000 Total Year to 30.04.24 (Audited) £000 Revenue: hire of vehicles 375,255 274,016 - - - 649,271 Revenue: sale of vehicles 226,936 84,531 1,002 - - 312,469 Revenue: claims and services - - 871,387 - - 871,387 External revenue 602,191 358,547 872,389 - - 1,833,127 Intersegment revenue 9,193 - 87,865 - (97,058) - Total revenue 611,384 358,547 960,254 - (97,058) 1,833,127 Timing of revenue recognition: At a point in time 226,936 84,531 442,360 - - 753,827 Over time 375,255 274,016 430,029 - - 1,079,300 External revenue 602,191 358,547 872,389 - - 1,833,127 Underlying operating profit (loss) 93,788 77,789 51,419 (10,577) - 212,419 Income from associates - - 1,296 - - 1,296 Underlying EBIT* 93,788 77,789 52,715 (10,577) - 213,715 Adjustments to underlying depreciation charge (18,563) Amortisation on acquired intangible assets (Note 6) (17) EBIT 195,135 Finance income 596 Finance costs (33,628) Profit before taxation 162,103 3. Taxation The charge for taxation for the six months to 31 October 2024 is based on the estimated effective rate for the year ending 30 April 2025 of 22.7% (31 October 2023: 23.5% and 30 April 2024: 22.9%). 33 4. Earnings per share Six months Six months Year to to 31.10.24 to 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) Statutory Statutory Statutory Basic and diluted earnings per share £000 £000 £000 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 attributable to owners of the Company 43,417 74,562 125,018 Number of shares Weighted average number of Ordinary shares for the purpose of basic earnings per share 223,832,445 226,741,545 226,332,009 Effect of dilutive potential Ordinary shares - share options 6,240,418 6,254,989 5,023,528 Weighted average number of Ordinary shares for the purpose of diluted earnings per share 230,072,863 232,996,534 231,355,537 Basic earnings per share 19.4p 32.9p 55.2p Diluted earnings per share 18.9p 32.0p 54.0p The calculated weighted average number of Ordinary shares for the purpose of basic earnings per share includes a reduction of 20,108,081 shares (31 October 2023: 16,827,313 and 30 April 2024: 19,759,414) relating to treasury shares and includes a reduction of 2,150,897 shares (31 October 2023: 2,522,565 and 30 April 2024: 2,179,823) for shares held in employee trusts. 5. Dividends In the six months to 31 October 2024, a dividend of £39,273,000 was paid (31 October 2023: £37,343,000) for the year ended 30 April 2024. The Directors have declared an interim dividend of 8.8p per share for the six months ended 31 October 2024 (31 October 2023: 8.3p). The final dividend of 17.5p in relation to the year ended 30 April 2024 was paid in September 2024. 34 6. Intangible assets Net book value Goodwill Other intangible assets Grand total Customer relationships Brand names Other software Total £000 £000 £000 £000 £000 £000 At 1 May 2023 113,873 111,443 10,093 6,292 127,828 241,701 Acquisition 2,045 1,100 150 - 1,250 3,295 Additions - - - 771 771 771 Amortisation - (8,100) (564) (1,282) (9,946) (9,946) Exchange differences - - - (23) (23) (23) At 31 October 2023 and1 November 2023 115,918 104,443 9,679 5,758 119,880 235,798 Additions - - - 1,248 1,248 1,248 Amortisation - (8,100) (514) (1,401) (10,015) (10,015) Exchange differences - - - (59) (59) (59) At 30 April 2024 and 1 May 2024 115,918 96,343 9,165 5,546 111,054 226,972 Additions - - - 1,496 1,496 1,496 Amortisation - (8,095) (503) (1,277) (9,875) (9,875) Exchange differences - - - (58) (58) (58) At 31 October 2024 115,918 88,248 8,662 5,707 102,617 218,535 At 31 October 2024 Cost or fair value 335,754 Accumulated amortisation and impairment (117,219) Net book value 218,535 Amortisation was included within the income statement as follows: Six months Six months Year to to 31.10.24 to 31.10.23 30.04.23 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Included within underlying operating profit as administrative expenses 705 639 1,398 Excluded from underlying operating profit* 9,170 9,307 18,563 9,875 9,946 19,961 * Amortisation of intangible assets excluded from underlying operating profit relates to intangible assets recognised on business combinations. 35 7. Property, plant and equipment Net book value Vehicles for hire Other property, plant & equipment Total £'000 £000 £000 At 1 May 2023 1,163,611 169,312 1,332,923 Acquisition 14,815 811 15,626 Additions 297,151 16,777 313,928 Disposals - (283) (283) Transfer to inventories (155,265) - (155,265) Depreciation (86,960) (12,371) (99,331) Exchange differences (3,161) (434) (3,595) At 31 October 2023 and 1 November 2023 1,230,191 173,812 1,404,003 Additions 314,926 25,071 339,997 Disposals - (1,349) (1,349) Transfer to inventories (113,057) - (113,057) Depreciation (118,264) (13,698) (131,962) Exchange differences (13,116) (1,172) (14,288) At 30 April 2024 and 1 May 2024 1,300,680 182,664 1,483,344 Additions 374,623 11,026 385,649 Disposals - (413) (413) Transfer to inventories (105,180) - (105,180) Depreciation (128,529) (14,202) (142,731) Exchange differences (13,439) (1,139) (14,578) At 31 October 2024 1,428,155 177,936 1,606,091 At 31 October 2024 Cost or fair value 2,333,870 Accumulated depreciation (727,779) Net book value 1,606,091 Included within property, plant and equipment above are right of use assets under leases with a net book value of £144,775,000 (30 April 2024: £160,384,000). 36 8. Interest in associates £000 At 1 May 2023 5,207 Group's share of: Profit from continuing operations 799 Distributions from associates (1,195) At 31 October 2023 and 1 November 2023 4,811 Group's share of: 497 Profit from continuing operations (806) Distributions from associates - At 30 April 2024 and 1 May 2024 4,502 Group's share of: Profit from continuing operations 166 Distributions from associates (17) At 31 October 2024 4,651 9. Analysis of consolidated net debt At 31.10.24 At 31.10.23 At 30.04.24 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Cash and bank balances (15,116) (29,646) (39,802) Bank overdrafts 16,367 25,833 46,620 Bank loans 158,281 265,200 250,052 Loan notes 473,204 327,623 320,267 Lease Liabilities 148,950 165,438 164,524 Cumulative preference shares 500 500 500 Confirming facilities 293 84 67 Consolidated net debt 782,479 755,032 742,228 37 10. Notes to the cash flow statement Six months Six months Year to to 31.10.24 to 31.10.23 30.04.24 (Unaudited) (Unaudited) (Audited) Net cash generated from operations £000 £000 £000 Operating profit 73,074 112,528 193,839 Adjustments for: Depreciation of property, plant and equipment 142,731 99,331 231,293 Amortisation of intangible assets 9,875 9,946 19,961 Loss on disposal of other property, plant and equipment (7) (2,614) (76) Share options fair value charge 1,439 2,837 5,239 Operating cash flows before movements in working capital 227,112 222,028 450,256 Decrease (increase) in non-vehicle inventories 815 (1,377) (2,788) Increase (decrease) in receivables 13,774 (22,836) 26,049 Increase (decrease) increase in payables 21,833 (33,245) (39,630) Increase in provisions 753 6,603 6,784 Cash generated from operations 264,287 171,173 440,671 Income taxes paid, net (7,108) (21,150) (33,371) Interest paid (17,079) (14,701) (31,486) Net cash generated from operations before purchases of and proceeds from disposal of vehicles for hire 240,100 135,322 375,814 Purchases of vehicles for hire (340,656) (265,325) (553,537) Proceeds from disposal of vehicles for hire 115,810 167,420 287,983 Net cash generated from operations 15,254 37,417 110,260 11. Exceptional items During the period the Group recognised exceptional items in the income statement as follows: Six months to 31.10.24 Six months to 31.10.23 Year to 30.04.24 (Unaudited) (Unaudited) (Audited) £000 £000 £000 Other exceptional administrative expenses Cyber incident 2,758 - - Total pre-tax exceptional items 2,758 - - Tax charge on exceptional items (689) - - Net impairment of trade receivables is included in underlying EBIT. The other exceptional administrative expenses were cash costs and are included within operating profit (Note 10). Other exceptional administrative expenses In May 2024, the Group was impacted by a cyber incident in part of its UK operation. The Group's systems were immediately isolated to contain and eliminate the threat. Most businesses experienced limited impact and rapidly returned to normal operational capacity with the NewLaw business being affected for the longest period. The costs associated with managing this incident of £2.8m have been recognised in exceptional items in the period 38 12. Business combinations During the six months to 31 October 2024 there have been no business combinations acquired by ZIGUP plc. Prior period In May 2023 the Group acquired 100% of the equity capital of Fridgexpress (UK) Limited for provisional consideration of £5.0m. The provisional fair value of net assets acquired was £2.9m resulting in the recognition of £2.1m of goodwill. No adjustments were required to the fair value of consideration or the fair value of net assets acquired. 13. Related party transactions Related party transactions of the Group are consistent with those disclosed in Note 31 of the Group's annual financial statements for the year ended 30 April 2024. No new related party transactions have been entered into during the period. Interim announcement - Statement of the Directors We confirm that to the best of our knowledge: • the condensed set of financial statements has been prepared in accordance with the UK-adopted International Accounting Standard 34; • the interim management report includes a fair review of the information required by DTR 4.2.7 (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and • the interim management report includes a true and fair review of the information required by DTR 4.2.8 (disclosure of related party transactions and changes therein). By order of the Board Philip Vincent Chief Financial Officer 4 December 2024 39 Independent review report to ZIGUP plc Report on the condensed consolidated interim financial statements Our conclusion We have reviewed ZIGUP plc's condensed consolidated interim financial statements (the "interim financial statements") in the interim results of ZIGUP plc for the 6 month period ended 31 October 2024 (the "period"). Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. The interim financial statements comprise: • the Condensed consolidated balance sheet as at 31 October 2024; • the Condensed consolidated income statement and Condensed consolidated statement of comprehensive income for the period then ended; • the Condensed consolidated cash flow statement for the period then ended; • the Condensed consolidated statement of changes in equity for the period then ended; and • the explanatory notes to the interim financial statements. The interim financial statements included in the interim results of ZIGUP plc have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. Basis for conclusion We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We have read the other information contained in the interim results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements. Conclusions relating to going concern Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern. Responsibilities for the interim financial statements and the review Our responsibilities and those of the directors The interim results, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the interim results, including the interim financial statements, the directors are responsible for assessing the group'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 to cease operations, or have no realistic alternative but to do so. 40 Our responsibility is to express a conclusion on the interim financial statements in the interim results based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, 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. PricewaterhouseCoopers LLP Chartered Accountants Newcastle upon Tyne 4 December 2024

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