REG - Pinewood Tech Gp PLC - Final Results
Today 07:00
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RNS Number : 3702B Pinewood Technologies Group PLC 22 April 2026
22 April 2026
Pinewood Technologies Group PLC
Full year results for the 12 months to 31 December 2025
· Strong strategic and operational progress across UK &
International markets
· Good momentum in North America; system testing underway in US
dealerships
· Seez AI integration driving benefits across new and existing
customers
Pinewood Technologies Group PLC ("Pinewood.AI" or the "Group", LSE: PINE), a leading cloud-based full-service technology provider to automotive retailers and OEMs, today announces its financial results for the 12 months ended 31 December 2025.
Group Financial Summary
£m, unless stated 12m period ended 11m period ended % Change
31 December 2025 (FY25) 31 December 2024 (FY24)
Revenue 40.5 31.2 29.8%
Gross Profit 34.7 28.2 23.0%
Underlying EBITDA 16.4 14.0 17.1%
Underlying Profit Before Tax 8.8 8.5 3.5%
Underlying Operating Profit 8.3 8.4 (1.2)%
Cash at 31 December 34.1 9.3 266.7%
Financial Highlights
· Revenue up 29.8% to £40.5m (FY24: £31.2m), driven by contribution from Seez
AI, new customers and cross-sell of products across the existing customer base
· Recurring revenue increased to £33.7m in FY25 (representing 83.2% of total
revenue) (FY24: 86.5%)
· Gross Profit up 23.0% to £34.7m (FY24: £28.2m), with a gross profit margin
of 85.7%
· Underlying EBITDA up 17.1% to £16.4m (FY24: £14.0m), with an underlying
EBITDA margin of 40.5%
· Underlying Profit Before Tax of £8.8m up 3.5% (FY24: £8.5m)
· Cash of £34.1m up from £9.3m as at 31 December 2024, reflecting March 2025
equity raise and strong year of operating cash flows
· Total Contract Value (TCV) of £64.5m at end of 2025 - future incremental
revenue from signed customer contracts
Operational Highlights
· Net customer churn remained very low at 2.5% for FY25, reflecting high levels
of customer retention and the embedded nature of the platform within
customers' operations
· North American roll-out gaining momentum:
o System testing underway at Lithia's US dealers
o Following successful completion of the system testing, Lithia will then start
to adopt Pinewood.AI as its central platform across its US dealers
o Engagement with OEMs covering c.90% of Lithia's North American dealers, with
integration work already in progress with a significant number of key partners
o Pinewood.AI product team continuing to enhance system for North American
customer specific needs
· The implementation of the Pinewood.AI platform across Lookers' dealerships is
progressing well and is due to finish in Q4 2026
· Integration of Seez AI products into the Pinewood Automotive Intelligence™
Platform at an advanced stage across both vehicle sales and aftersales modules
of the system
Post-Period End Updates
· On 25 March 2026, it was announced that the rollout of the Pinewood.AI system
into the Marshall Motor Group "Marshalls" dealerships would commence in the
second half of 2026. Pinewood.AI and Marshalls had previously expected the
rollout to commence in Q1 2026 and on the same date;
· Pinewood.AI announced it had agreed to acquire its final reseller, based in
The Netherlands for £3.3m. The acquisition completed on 25 February 2026 and
is expected to add approximately £0.7m to £0.8m of incremental annual
EBITDA.
Outlook
· The Board remains confident in the Group's prospects and expects underlying
EBITDA for FY26 to be in line with market expectations(1)
· The Board also reaffirms its expectation that the Group will achieve
underlying EBITDA of £58-62m by FY28. This is underpinned by strong
visibility from our existing signed contracts and a significant pipeline of
opportunities, with c.85% of the projected EBITDA growth covered by signed
contracts
(1) Current consensus for FY26 Underlying EBITDA is £21.3m
Bill Berman, Chief Executive Officer of Pinewood Technologies Group PLC, said:
"Our second year as a standalone technology company has delivered both strong
financial performance and significant strategic progress. We have continued to
successfully implement our system across Lookers' dealerships in the UK, made
good progress towards US deployment with a pilot programme now underway, and
completed the transformative acquisition of Seez AI, whose integration with
our rich data stack is at an advanced stage and already driving benefits for
customers.
"We are confident in achieving our expectations for FY26 and in delivering our
medium-term target of £58-62m underlying EBITDA by FY28, supported by high
revenue visibility from existing contracts and a strong pipeline of new
opportunities."
Conference call and presentation
A presentation for sell-side analysts will be held at 9.00am (BST) today and
this will be followed by a Q&A session with the management team. Please
use the following link to register and to join the livestream of the
presentation:
https://brrmedia.news/PINE_FY25
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fbrrmedia.news%2FPINE_FY25&data=05%7C02%7Collie%40pinewood.ai%7C90a312bea0534da7413208de94b4d71a%7C02c6ce8680c04c2bb4f3d724d07daacd%7C0%7C0%7C639111701595501578%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=FR813rQL5gEUN%2FgdqsY2j2%2BHRNxZwL5Ay9amuYWAP2Q%3D&reserved=0)
A webcast replay of the presentation will be made available on Pinewood.AI's
website later in the day. The webcast will be published on:
https://pinewood.ai/investors/results/
(https://pinewood.ai/investors/results/)
For further enquiries please contact:
Pinewood Technologies Group PLC InvestorRelations@Pinewood.AI (mailto:InvestorRelations@Pinewood.AI)
Bill Berman (Chief Executive Officer)
Ollie Mann (Chief Financial Officer)
Headland pinewood@headlandconsultancy.com
Henry Wallers Tel: 07876 562436
Jack Gault Tel: 07799 089357
Chief Executive's Review
2025 was the second year of Pinewood.AI being a standalone technology provider
to automotive retailers and OEMs and I am proud of the huge progress we have
made in this time. From the highly successful system rollout in the 42
ex-Jardine Motor Group dealers, signing major enterprise customers Marshalls
and Lookers, our pivotal acquisition of Seez AI, an oversubscribed equity
raise, deals with Porsche and Volkswagen in Japan and buying Lithia out of
their share of the North American JV, it has been a momentous two years. We
set out our strategy at our Capital Markets Day (CMD) in October 2024 and all
of this activity represents positive progress against the strategic targets we
declared.
The largest opportunity from a commercial viewpoint is in North America, with
a total addressable market of over $9 billion. We have made huge strides in
the last 12 months on our North American development work and we have now
engaged with the vast majority of OEMs that Lithia represents through its
North American dealer network. Integration work is underway with a large
number of these OEMs. Alongside this, our product teams have been carrying
out extensive testing and development to optimise the Pinewood.AI platform for
the North American market and this has enabled us to start our system testing
in some of Lithia's US dealers. The pilots are progressing extremely well
and we are building significant momentum towards a full rollout across
Lithia's US dealers.
In July 2025 we reached an agreement with Lithia to acquire its majority stake
in our Pinewood North America LLC joint venture, which was established at the
time the original transaction that created Pinewood.AI. We saw the
benefits of this decision in February 2026 with our first showing at the North
American Dealer Association (NADA) conference in Las Vegas, which was a
tremendous success. We had thousands of visits to our stand and a number of
positive conversations with potential customers based not only in North
America, but around the world.
One of the prevailing trends in the past year has been increased scrutiny on
companies in the software industry in the face of continued advances in AI
technologies, particularly those made by the largest 'general purpose' AI
agents.
We are excited by the transformative potential that AI presents for our
business and our customers. In March 2025, Pinewood.AI acquired Seez, the
market-leading automotive AI company. Unlike competitors whose AI
functionality relies solely on general-purpose Large Language Models (LLMs),
Seez's approach uses advanced reasoning to actively drive our customers'
businesses forward. Integration of the Seez AI functionality with the
Pinewood.AI data stack has been a priority throughout 2025 and is now at an
advanced stage, with cross-selling opportunities already converting across
both the historic Pinewood.AI and Seez customer bases.
The quality and depth of our proprietary data, built up over20+ years,
underpins a competitive moat that general-purpose AI agents cannot easily
replicate. Our OEM integrations are tailored to each country and manufacturer,
requiring the kind of deep industry intelligence that comes only from years of
collaborative development with dealers and OEMs. This is not a 'one size fits
all' market, and that complexity is our advantage. We are not standing still:
we continuously use these insights to evolve and improve our platform,
ensuring Pinewood.AI remains the most capable and trusted solution in
automotive retail technology.
The evolution of the Pinewood.AI platform continues at pace, with a number of
other embedded features that can be offered to our customers. In particular,
we are in a progressed stage with our Business Intelligence module, which has
a number of Data & Analytics embedded dashboards. This continual
evolution is one of the key reasons our customer retention is so high. The
net customer churn in FY25 was just 2.5%.
Looking ahead, we are very confident in the positive long-term prospects for
the Group. Pinewood.AI holds a leading position as a mission-critical,
full-service, embedded technology provider to automotive retailers and OEMs.
We benefit from high recurring revenues and long-standing OEM partnerships.
This positions Pinewood.AI to remain at the forefront of technology
innovation, ensuring that we provide best in class technology and secure
solutions for our current and future customers.
Therefore, we are well-positioned to continue executing our strategy and the
Board reaffirms its expectations that Pinewood.AI will achieve its
medium‑term FY28 guidance of underlying EBITDA of £58-62 million.
Bill Berman
Chief Executive
22 April 2026
Operating and Financial Review
£m H1 FY25 H2 FY25 FY25 H1 FY24 H2 FY24(2) FY24 Change
%
Revenue 19.6 20.9 40.5 16.1 15.1 31.2 29.8%
Gross Profit 17.0 17.7 34.7 14.5 13.7 28.2 23.0%
Gross margin rate 86.7% 84.7% 85.7% 90.1% 90.7% 90.4% (4.7%)
Underlying Administrative Expenses (12.9) (13.5) (26.4) (10.5) (9.3) (19.8) 33.3%
Underlying Operating Profit(1) 4.1 4.2 8.3 4.0 4.4 8.4 (1.2%)
Net finance income 0.3 0.2 0.5 - 0.1 0.1 400.0%
Underlying Profit Before Tax 4.4 4.4 8.8 4.0 4.5 8.5 3.5%
Depreciation and Amortisation 3.8 4.3 8.1 2.9 2.7 5.6 44.6%
Underlying EBITDA(1) 7.9 8.5 16.4 6.9 7.1 14.0 17.1%
(1) This is an Alternative Performance Measure (APM) - see note 6
(2) H2 FY24 was a five month period ending 31 December 2024
Note: FY25 is a 12 month period ended 31 December 2025 and FY24 is an 11 month
period ended 31 December 2024.
Operating Review
Pinewood.AI is a leading cloud-based full-service technology provider to
automotive retailers and OEMs in the UK and 35 other countries worldwide, with
the majority of revenue being recurring.
The automotive system market for Franchised Motor Dealers is estimated to be
worth at least £100 million in the UK. Two providers dominate the UK market,
one of which is Pinewood.AI. The global automotive system market is highly
fragmented with over 50 different providers within Europe alone. In North
America, the market for what are called Dealer Management Systems (DMS) is
$2.4 billion. In addition, in North America, the market for complimentary
add-on products such as CRMs and service tools is worth an additional $4.1
billion and there is also a $2.8 billion addressable market in systems for
commercial vehicles, RVs, motorbikes and boats. All of this North American
market is an opportunity for Pinewood.AI.
Pinewood.AI's unique approach to the market is characterised by:
· a single ecosystem which is deployed globally with continuous
software updates;
· a cloud-based solution which is highly secure and feature-rich;
· a focus on strong manufacturer partnerships and supporting dealer
profitability; and
· a commitment to using the latest technology to reshape motor
retail.
Pinewood.AI's system is a market-leading automotive intelligence platform,
which has been developed collaboratively with dealers and OEMs to provide
secure software across sales, aftersales, accounting and CRM and has focused
on developing recurring revenue streams. In FY25 , 83.2% of Pinewood.AI's
revenues were on a recurring basis. During FY25 there has been net customer
churn of 2.5%. This low net churn reflects the 'stickiness' of the
Pinewood.AI system.
In FY25, Pinewood.AI increased its investment in its systems with £13.6m of
development expenditure of which £10.5m was capitalised (77% capitalisation
rate). The main focuses for the development team during FY25 have been
'hyperscale' system development to ensure the system is ready for deployment
in North America, working on North American integrations with OEMs and third
party layered apps and ongoing investment in platform architecture and
security.
Financial Review
£m, unless stated 12m period ended 11m period ended % Change
31 December 2025 (FY25) 31 December 2024 (FY24)
Revenue 40.5 31.2 29.8%
Gross Profit 34.7 28.2 23.0%
Underlying EBITDA 16.4 14.0 17.1%
Underlying Profit Before Tax 8.8 8.5 3.5%
Underlying Operating Profit 8.3 8.4 (1.2%)
Operating (Loss) / Profit (9.4) 4.3 (318.6%)
Profit Before Tax 49.7 8.2 506.1%
Cash as at 31 December 34.1 9.3 266.7%
Revenue increased by 29.8% to £40.5m in FY25 (from £31.2m in FY24) and gross
profit increased to £34.7m in FY25 (from £28.2m in FY24). The revenue
growth was due to a combination of FY24 being an 11 month period and FY25
being a 12 month period, the Seez acquisition in March 2025, revenue from new
customers and revenue from upselling to our existing customer base. £33.7m
of the FY25 revenue of £40.5m was recurring (83.2%). Underlying profit before
tax increased from £8.5m in FY24 to £8.8m in FY25.
The decrease in the gross margin rate from 90.4% in FY24 to 85.7% in FY25 was
due to the impact of the Seez acquisition, whose results were consolidated
from the start of March 2025. The majority of our cost of sales are cloud
hosting costs. We continue to use a series of measures to make our cloud
hosting as efficient as possible, while maintaining optimum system
performance.
Underlying administrative expenses in FY25 increased by £6.6m compared to
FY24 to £26.4m. £2.6m of the increase related to increased software asset
amortisation and increased depreciation charges, with the remainder primarily
related to increased resource costs.
As a result of these movements, underlying operating profit in FY25 was
£8.3m, a decrease of £0.1m from £8.4m in FY24 and underlying EBITDA was
£16.4m, an increase of £2.4m from £14.0m in FY24.
There was a non-underlying profit before tax of £40.9m (FY24: £0.3m loss).
This consisted of a £60.8m gain on the remeasurement of previously held
equity interest in Pinewood North America, LLC with Lithia (FY24: nil),
£1.6m loss from the group's share of the result from the 'joint venture',
(FY24: £0.5m loss), one-off transaction related costs of £5.9m (FY24:
£3.1m), share based payment costs of £3.6m (FY24: £1.0m), amortisation of
acquisition related intangibles of £4.0m (FY24: £nil), finance income of
£0.2m (FY24: £4.3m income), a £4.2m loss from the subsidiary, Pinewood
North America, LLC, since Lithia's share was bought in July 2025 (FY24: £nil)
and losses on financial instruments of £0.8m (FY24: £nil).
Group net assets were £204.2m at 31 December 2025 (31-Dec-2024: £39.0m),
with the main balances being £51.5m of goodwill (31-Dec-2024: £0.3m), a
£161.7m other intangibles balance (31-Dec-2024: £16.3m), £34.1m of cash
(31-Dec-2024: £9.3m) and £7.5m of deferred income (31-Dec-2024: £7.6m).
The operating loss of £9.4m (FY24: £4.3m profit) was made up of the
underlying operating profit of £8.3m and the non-underlying operating loss of
£17.7m. The profit before tax of £49.7m (FY24: £8.2m profit) was a result
of the underlying profit before tax of £8.8m and the non-underlying profit
before tax of £40.9m.
Cash at the start of FY25 was £9.3m and the main movements to arrive at the
£34.1m at the end of FY25 were £34.1m of proceeds from the equity fundraise
in March 2025, £26.5m paid relating to the Seez acquisition in March 2025 and
£10.0m collected from Lithia relating to a tax debtor.
CONSOLIDATED INCOME STATEMENT
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2025
12m period ended 31 December 2025 Underlying 12m period ended 31 December 2025 Non-underlying 12m period ended 31 December 2025 11m period ended 31 December 2024 Underlying 11m period ended 31 December 2024 Non-underlying 11m period ended 31 December 2024
FY25 FY25 Total FY24 FY24 Total
FY25 FY24
Note £m £m £m £m £m £m
Revenue 40.5 - 40.5 31.2 - 31.2
Cost of sales (5.8) - 5.8 (3.0) - (3.0)
Gross profit 34.7 - 34.7 28.2 - 28.2
Administrative expenses (26.4) (17.7) (44.1) (19.8) (4.1) (23.9)
EBITDA 16.4 (13.7) 2.7 14.0 (4.1) 9.9
Depreciation (1.1) - (1.1) (0.6) - (0.6)
Amortisation (7.0) (4.0) (11.0) (5.0) - (5.0)
Operating profit / (loss) 8.3 (17.7) (9.4) 8.4 (4.1) 4.3
Finance expense (0.3) - (0.3) (0.3) - (0.3)
Finance income 0.8 0.2 1.0 0.4 4.3 4.7
Gain on remeasurement of previously held equity interest - 60.8 60.8 - - -
Share of loss in associate - (1.6) (1.6) - (0.5) (0.5)
Net fair value losses on financial instruments - (0.8) (0.8) - - -
Profit / (loss) before taxation 8.8 40.9 49.7 8.5 (0.3) 8.2
Income tax expense (3.1) 3.7 0.6 (2.1) (0.4) (2.5)
Profit / (loss) for the year / period 5.7 44.6 50.3 6.4 (0.7) 5.7
Earnings per share
Basic earnings per share 2 48.0p 5.1p
Diluted earnings per share 2 48.0p 5.1p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2025
12m period ended 11m period ended
31 Dec 2025 31 Dec 2024
£m £m
Profit for the period 50.3 5.7
Other comprehensive income/(expense)
Items that are or may be reclassified to profit and loss:
Foreign currency translation differences of foreign operations (0.7) 0.1
Other comprehensive income for the period, net of tax (0.7) 0.1
Total comprehensive income for the period 49.6 5.8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2025
Share Share Other Translation reserve Retained earnings Total
capital
premium
reserves
£m
£m
£m
£m
£m
£m
Balance at 1 February 2024 73.2 56.8 5.6 0.4 224.4 360.4
Total comprehensive income for the period
Profit for the period - - - - 5.7 5.7
Other comprehensive expense for the period, net of tax - - - 0.1 - 0.1
Total comprehensive income for the period - - - 0.1 5.7 5.8
Issue of ordinary shares 13.9 16.1 - - - 30.0
Share based payments - - - - 1.0 1.0
Income tax relating to share based payments - - - - 0.2 0.2
Dividends paid - - - - (358.4) (358.4)
Balance at 31 December 2024 87.1 72.9 5.6 0.5 (127.1) 39.0
Balance at 1 January 2025 87.1 72.9 5.6 0.5 (127.1) 39.0
Total comprehensive income for the period
Profit for the period - - - - 50.3 50.3
Other comprehensive income for the period, net of tax - - - (0.7) - (0.7)
Total comprehensive income for the period - - - (0.7) 50.3 49.6
Issue of ordinary shares 28.0 22.8 61.0 - - 111.8
Share based payments - - - - 3.6 3.6
Income tax relating to share based payments - - - - 0.2 0.2
Balance at 31 December 2025 115.1 95.7 66.6 (0.2) (73.0) 204.2
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2025
Note 31 Dec 2025 31 Dec 2024
£m
£m
Non-current assets
Property, plant and equipment 2.3 1.7
Goodwill 51.5 0.3
Other intangible assets 161.7 16.3
Contract assets 6.3 -
Investment in associate - 9.6
Other investments - 3.2
Total non-current assets 221.8 31.1
Current assets
Trade and other receivables 10.3 21.4
Contract assets 0.8 -
Cash and cash equivalents 3 34.1 9.3
Total current assets 45.2 30.7
Total assets 267.0 61.8
Current liabilities
Lease liabilities 4 (0.7) (0.7)
Trade and other payables (10.7) (11.0)
Deferred income (7.5) (7.6)
Current tax payable (0.2) (0.1)
Total current liabilities (19.1) (19.4)
Non-current liabilities
Interest bearing loans and borrowings 4 (0.2) (0.2)
Lease liabilities 4 (0.6) (0.7)
Other liabilities (7.9) -
Deferred tax liabilities (35.0) (2.5)
Total non-current liabilities (43.7) (3.4)
Total liabilities (62.8) (22.8)
Net assets 204.2 39.0
Capital and reserves
Called up share capital 115.1 87.1
Share premium account 95.7 72.9
Other reserves 66.6 5.6
Translation reserve (0.2) 0.5
Retained earnings (73.0) (127.1)
Total equity attributable to equity shareholders of the Company 204.2 39.0
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 12 MONTH PERIOD ENDED 31 DECEMBER 2025
Note 12m period ended 11m period ended
31 Dec 2025 31 Dec 2024
£m
£m
Cash flows from operating activities
Profit for the period 50.3 5.7
Adjustment for taxation (0.6) 2.5
Gain on remeasurement of previously held equity interest (60.8) -
Share of result of associate 1.6 0.5
Net fair value losses on financial instruments 0.8 -
Adjustment for net financing expense (0.7) (4.4)
(9.4) 4.3
Depreciation and amortisation 12.1 5.6
Share based payments 3.6 1.0
Changes in trade and other receivables 0.3 (4.7)
Changes in trade and other payables (0.1) (1.3)
Cash generated from operations 6.5 4.9
Net taxation paid (0.6) (0.1)
Bank interest paid (0.1) (0.1)
Bank interest received 1.1 4.5
Lease interest paid (0.1) (0.1)
Net cash from operating activities 6.8 9.1
Cash flows from investing activities
Proceeds from sale of business & settlement of previous intra-group net of 10.0 395.4
fees paid
Purchase of property, plant, equipment and intangible assets (11.4) (7.5)
Acquisition of subsidiaries, net of cash acquired (10.7) -
Acquisition of resellers (2.8) -
Investment in associate - (10.0)
Other investments - (3.2)
Net cash from/used in investing activities (14.9) 374.7
Cash flows from financing activities
Proceeds from issue of share capital 35.7 30.0
Cost of issuing share capital (1.6) -
Payment of lease liabilities (1.2) (0.5)
Repayment of loans - (93.0)
Payment of dividend - (358.4)
Net cash outflow from financing activities 32.9 (421.9)
Net (decrease)/increase in cash and cash equivalents 24.8 (38.1)
Cash and cash equivalents at start of period 9.3 47.4
Cash and cash equivalents at period end 3 34.1 9.3
NOTES
1. Basis of Preparation
Pinewood Technologies Group PLC (the 'Group') is domiciled in England. The
address of the Group's registered office is 2960 Trident Court, Solihull
Parkway, Birmingham Business Park, Birmingham. B37 7YN . These condensed
consolidated financial statements of the Group as at and for the period ended
31 December 2025 consist of the consolidation of the financial statements of
the Group and its subsidiaries and the Group's interest in jointly controlled
and associated entities.
These condensed consolidated financial statements have been prepared in
accordance with UK adopted International Accounting Standards (IAS). They do
not include all the information required for full annual statements and should
be read in conjunction with the FY25 Annual Report.
The Board of Directors approved the condensed consolidated financial
statements on 22 April 2026. They are not statutory accounts within the
meaning of section 435 of the Companies Act 2006.
The Group's financial statements for the period ended 31 December 2025 were
approved by the Board on 22 April 2026. They have been reported on by the
Group's auditors and will be delivered to the registrar of companies in due
course. The report of the auditors was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.
The comparative figures for the financial period ended 31 December 2024 have
been extracted from the statutory accounts for that financial year. Those
accounts have been reported on by the Group's auditor. The report of the
auditor (i) was unqualified and (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis without
qualifying their report.
Going concern
The Directors are, at the time of approving the financial statements,
satisfied that the Group has adequate resources to continue in operational
existence for a period of at least 12 months from approval of the financial
statements. Thus, they continue to adopt the going concern basis of
accounting in preparing the financial statements.
The Group meets its day-to-day working capital requirements from operating in
a net cash position and being a cash generative business. The Group is
forecasting a cash inflow of £1.8m in FY26. The Group also has access to a
£10m RCF, which expires in February 2027 and the Group is in the process of
renewing, although it is not forecast to be required due the Group's year end
cash and cash equivalents position of £34.1m and net current assets of
£26.1m.
In the context of the above, the directors have prepared cash flow forecasts
for the period to 31 December 2027 which indicate that, taking account of
reasonably possible downsides, the Group will have sufficient funds to meet
its liabilities as they fall due for that period.
The Directors have modelled scenarios as follows:
1. A base cash flow forecast. The 2026 figures in this forecast are based on
the Group's FY26 budget, which reflect current run-rates and expected
strategic improvements. The 2027 figures in the base cash flow forecast are
based on the 2026 budget.
2. A severe, but plausible downside scenario. The directors have also
prepared a sensitised forecast which considers the impact of a 10% reduction
in revenue when compared to the base case.
The Directors are mindful of the potential impacts to macro-economic
conditions but after assessing the risks do not believe there to be a material
risk to going concern.
Based on the above, the directors are confident that the Group and Company
will have sufficient funds to continue to meet its liabilities as they fall
due for at least 12 months from the date of approval of the financial
statements, and therefore the directors believe it remains appropriate to
prepare the financial statements on a going concern basis.
Adoption of new and revised standards
The Group has adopted the following new or amended standards. There are no
material impacts of these new or revised standards on the consolidated
financial statements for the year ended 31 December 2025
· Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability.
· Amendment to IFRS 9 and IFRS 7 - Classification and Measurement
of Financial Instruments - effective date 1 January 2026.
· IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information and IFRS S2 Climate-related
Disclosures.
IFRS 18 was issued in April 2024 and is effective for periods beginning on or
after 1 January 2027. Early application is permitted and comparatives will
require restatement. The standard will replace IAS 1 Presentation of Financial
Statements and although it will not change how items are recognised and
measured, the standard brings a focus on the income statement and reporting of
financial performance. Specifically, it classifies income and expenses into
five new defined categories - operating, investing, financing, income tax
and discontinued operations and two new subtotals operating profit and loss
and profit or loss before financing and income tax. In addition, IFRS 18
introduces disclosures of management defined performance measures (MPMs) and
enhances general requirements on aggregation and disaggregation. The impact of
the standard on the Group is currently being assessed and it is not yet
practicable to quantify the effect of IFRS 18 on these consolidated financial
statements, however there is no impact on presentation for the Group in the
current year given the effective date - this will be applicable for the
Group's 2027 Financial Statements.
2. Earnings per share calculation
12 month period ended 12 month period ended 11 month period ended 11 month period ended
31 Dec 2025 31 Dec 2025 31 Dec 2024 31 Dec 2024
Earnings per share calculation Earnings per share Earnings total Earnings per share Earnings total
Pence £m Pence £m
Basic earnings per share 48.0 50.3 5.1 5.7
Diluted earnings per share 48.0 50.3 5.1 5.7
The calculation of basic, adjusted and diluted earnings per share is based on
the following number of shares in issue (millions):
12 month period ended 11 month period ended
31 Dec 2025 31 Dec 2024
Number Number
Weighted average number of ordinary shares in issue 104.7 111.4
Weighted average number of dilutive shares under option 0.2 -
Weighted average number of shares in issue taking account of applicable 104.9 111.4
outstanding share options
Non-dilutive shares under option 10.5 2.5
3. Cash and cash equivalents
Carrying value & fair value Carrying value & fair value
31 Dec 2025 31 Dec 2024
£m
£m
Bank balances and cash equivalents 34.1 9.3
Cash and cash equivalents in the Balance Sheet 34.1 9.3
Cash and cash equivalents in the statement of cash flows 34.1 9.3
4. Summary of borrowings
Carrying value Fair value Carrying value Fair value
31 Dec 2025 31 Dec 2025 31 Dec 2024 31 Dec 2024
£m
£m
£m
£m
Non-current
Other loan note 0.2 0.2 0.2 0.2
Lease liabilitie 0.6 0.6 0.7 0.7
Total non-current 0.8 0.8 0.9 0.9
Lease 0.7 0.7 0.7 0.7
liabilities
Total current 0.7 0.7 0.7 0.7
Total borrowings 1.5 1.5 1.6 1.6
5. Non-underlying Items
Non-underlying items are items that in management's judgement need to be
disclosed separately by virtue of their size, nature or frequency to aid
understanding of the performance for the year or comparability between
periods.
12m period ended 11m period ended
31 Dec 2025 31 Dec 2024
£m
£m
Within administrative expenses
Amortisation of Intangibles arising on acquisition (4.0) -
Restructure and transition costs including transaction fees, following FY25 (4.6) -
acquisitions
Administrative expenses in Pinewood North America, LLC as subsidiary (4.2) -
Share based payments (3.6) (1.0)
Restructuring and transition costs following the sale of the UK Motor and (1.3) (2.2)
Leasing businesses to Lithia UK Holding Ltd
Transaction costs relating to the sale of the UK Motor and Leasing businesses - (0.9)
to Lithia UK Holding Limited
(17.7) (4.1)
Other items
Gain on remeasurement of previously held equity interest 60.8 -
Finance income in pinewood North America, LLC as subsidiary 0.2 -
Interest arising on cash proceeds from the sale of the UK Motor and Leasing - 4.3
businesses to Lithia UK Holding Limited prior to the payment of the dividend
Group share of result of Pinewood North America, LLC as associate (1.6) (0.5)
Net fair value of losses on financial instruments (0.8) -
Total non-underlying items before tax 40.9 (0.3)
Non-underlying items in tax 3.7 (0.4)
Non-underlying items after tax 44.6 (0.7)
All items stated above are significant in size or nature and not considered
part of the Group's normal, recurring operating activities for the reasons as
follows:
- Amortisation of acquired intangible assets arises from acquisition
accounting and does not reflect the Group's underlying trading performance.
- Restructure and transition costs, including transaction fees, following FY25
acquisitions relate to integration and restructuring activities following
recent acquisitions and are not expected to recur as part of normal
operations.
- Administrative expenses and Finance income in Pinewood North America, LLC as
subsidiary relate to a subsidiary that has not yet reached operational scale
and are therefore not considered representative of the Group's underlying
cost/income base.
- Share-based payment charges are non-cash expenses arising from equity
incentive arrangements rather than underlying operating activities.
- Restructuring and transition costs directly incurred as the result of the
sale of the Group's motor retail and leasing businesses to Lithia UK Holding
Limited on 31/01/2024, therefore not part of the Group's ongoing operations.
- Gain on remeasurement of previously held equity interest is a one-off
accounting adjustment.
- Group share of result of Pinewood North America, LLC as associate relates to
the period when the investment was accounted for as an associate prior to
becoming a consolidated subsidiary.
- Net fair value losses on financial instruments reflect market-driven
valuation changes rather than underlying trading performance.
The Group share of the result from Pinewood North America, LLC, is treated as
a non-underlying item. The income and costs in Pinewood North America, LLC,
represent the phase of launching the Group's system into the North American
DMS market. The North American DMS market is c.20,000 franchised dealerships.
Once the Group achieves a market share of 0.1% or 20 dealers, with the
Pinewood system
fully implemented in these dealers, the Pinewood share of Pinewood North
America, LLC, will be treated as underlying. Until this point, any share of
income and expenditure will be the non-recurring entry phase to the North
American market and shown as non-underlying.
The revenue arising from the sale of software development services to Pinewood
North America LLC has been shown as part of the underlying business as it has
arisen from Pinewood's core operating activities, which are the development
and sale of software.
6. Alternative performance measures
The Group uses a number of key performance measures ('KPI's') which are
non-IFRS measures to monitor the performance of its operations. The Group
believes these KPIs provide useful historical financial information to help
investors and other stakeholders evaluate the performance of the business and
are measures commonly used by certain investors for evaluating the performance
of the Group. The Group will the following KPIs on a consistent basis and they
are defined and reconciled as follows:
Gross Margin % defined as gross profit as a percentage of revenue. This
measure is calculated above.
Underlying EBITDA defined as earnings before interest, taxation, depreciation
and amortisation, adjusted to exclude non-underlying items which in
management's judgement needs to be disclosed separately by virtue of their
size, nature or frequency to aid understanding of the performance for the year
or comparability between periods. This measure is reconciled above.
Underlying EBITDA margin % defined as EBITDA as a percentage of revenue,
adjusted to exclude non-underlying items, as defined above.
Underlying operating profit / profit before tax - results on an underlying
basis exclude items which in management's judgement are non-underlying in
nature, as defined above. The non-underlying results are shown separately on
the face of the consolidated income statement to reconcile from the underlying
to total results. The details of the non-underlying items including their tax
impact are shown in note 5.
7. Post balance sheet events
On 30 December 2025 the Group entered into a new lease agreement for a
commercial property located on the Blythe Valley Business Park, Birmingham,
UK. The lease has a term of 10 years, with a 5 year break which the Group does
not expect to exercise. The commencement date of the lease is 1 January 2026
as a result the Group expects to recognise a lease liability of approximately
£2.8m and a corresponding right-of-use asset plus direct costs of
approximately £0.1m on 1 January 2026.
On 26 February 2026 the Group acquired Grayhams B.V., which was previously the
exclusive reseller of the Group's services and products in the Netherlands,
for a total cash consideration of £3.3m payable on completion. The
acquisition is aligned with Pinewood.AI's strategy to fully control its
international sales and customer service functions, and it will support the
Group's growth ambitions in the Central European market. The initial
accounting for the business combination is incomplete and as such no
disclosures have been included in respect of the fair value of assets acquired
and allocation of the purchase price.
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