Annual report
Page 1
Amotiv 11 August 2026 Manager Company Announcements ASX Limited Level 4 , 20 Bridge Street SYDNEY NSW 2000 Amotiv Limited ( ASX : AOV ) : Annual Report 2026 & Appendix 4E In accordance with ASX Listing Rule 4.3A and the Corporations Act 2001 ( Cth ) , we enclose Amotiv Limited's Annual Report 2026 and Appendix 4E , for immediate release to the market , including : Directors ' Report • Operating and Financial Review • Remuneration Report • Climate - related Disclosures Report Independent Auditor's Review Report ( Sustainability Disclosures ) • Consolidated Financial Statements • Independent Auditor's Report ( Financial Report ) Additional Shareholder Information for the year ended 30 June 2026 . A briefing webcast on the full year results will be held at 8:45 am ( AEDT ) . This briefing will be webcast and is accessible via the Company's website at www.amotiv.com . This announcement was approved for release by the Board For inquiries : Anne Mustow General Counsel & Company Secretary companysecretariat@amotiv.com Amotiv Limited 144 Moray St ABN 99 004 400 891 South Melbourne VIC 3205 Australia ☑ O amotiv@amotiv.com www.amotiv.com ASX AOV
Page 2
Annual Report 2026 Amotiv Limited (ABN 99 004 400 891)Our part, driving tomorrow.
Page 4
Appendix 4E - Preliminary Final Report Results for Announcement to the Market For the year ended 30 June 2026 (Previous corresponding period: 30 June 2025) Results from operations Change to/from $’m prior year $'m Revenue from operations Up 26.5 to 1,023.9 Profit/(loss) from operations, net of income tax Up 181.4 to 75.1 Statutory reported operating profit/(loss) from operations before interest and tax Up 184.5 to 137.2 Add back: transaction, South Africa / USA set-up, redundancy, restructuring and impairment costs, before tax 35.0 Underlying profit from operations before interest and tax1 Up 2.7 to 172.2 Add back: Amortisation 22.9 Underlying profit from operations before interest, tax, acquisition related inventory step up and amortisation1 Up 3.1 to 195.1 Statutory reported net profit/(loss) from operations for the period attributable to members Up 181.4 to 75.1 Add back: transaction, South Africa / USA set-up, redundancy, restructuring and impairment costs, after tax 29.2 Underlying profit from operations after tax attributable to members1 Up 0.9 to 104.3 Operating cash flows Up 5.6 to 155.2 1. Underlying profit after tax and underlying profit before interest and tax are non-IFRS measures that have not been subject to audit or review. "Underlying" results represent statutory reported results adjusted for significant items. Earnings per Share (EPS) Year ended 30 June 2026 Cents per share 2025 Cents per share Earnings per share from operations: Basic EPS 55.8 (76.4) Diluted EPS 55.3 (76.4) Underlying basic EPS1 77.5 74.3 Underlying diluted EPS1 76.9 73.5 1. Underlying profit after tax and underlying profit before interest and tax are non-IFRS measures that have not been subject to audit or review. "Underlying" results represent statutory reported results adjusted for significant items. Dividends Amount per security Percentage franked Final dividend determined 23.0 cents 100% Date the dividend is payable 15 September 2026 Record date for determining entitlements to the dividend 26 August 2026 Trading ex-dividend 25 August 2026 Dividend Percentage franked Interim dividend in respect of the 2026 financial year 20.0 cents 100% Interim dividend in respect of the 2025 financial year 18.5 cents 100% Final dividend determined in respect of the 2025 financial year 22.0 cents 100% Final dividend in respect of the 2024 financial year 22.0 cents 100% As at 30 June Net Tangible Assets (NTA) 2026 2025 NTA ($'m) (134.6) (175.7) NTA per share (1.01) (1.29) Amotiv Limited Annual Report 2026 II
Page 5
In this Annual Report Amotiv Divisions IV Message from the Chair and Managing Director & CEO V Year in Review VII-IX Directors’ Report, Climate-related Disclosures Report, Remuneration Report and Financial Report 2- 125 Glossary 126-127 Additional Shareholder Information 128-129 Corporate Information 130 Financial Calendar 2026/27 2026 August This Annual Report sent to shareholders September Payment of final dividend – 15 September 2026 Notice of Annual General Meeting sent to shareholders - 15 September 2026 October Annual General Meeting – 27 October 2026 2027 February Announcement of results for the six months ending 31 December 2026 Announcement of interim dividend February/March Record date for interim dividend Payment of interim dividend June End of Company’s 2026/27 financial year - 30 June 2027 August Announcement of results of 2026/27 financial year Timing of events can be subject to change Amotiv Limited ABN 99 004 400 891 III Amotiv Limited Annual Report 2026
Page 6
Message from the Chair and Managing Director & Chief Executive Officer James Fazzino Chair Graeme Whickman Managing Director & Chief Executive Officer On behalf of the Board and management team, we are pleased to present Amotiv's Annual Report for FY26. FY26 was a year of resilient performance and meaningful progress. In a challenging environment, Amotiv delivered its underlying EBITA1 guidance, with organic revenue growth of 2.7% to $1,023.9m, underlying EBITA1 of $195.1m and statutory net profit after tax of $75.1m. Cash conversion strengthened further to 93.1%, net debt reduced by $6.8 million and return on capital employed improved to 13.4%. These outcomes supported continued investment in product development, offshore growth and Amotiv Unified, while $74.8m was returned to shareholders through dividends and completion of the 5% on-market share buyback. Across our “pure play” automotive parts portfolio, there were encouraging signs of progress. 4WD Accessories and Trailering secured new business and grew its offshore contribution; Lighting, Power and Electrical delivered 11% underlying EBITA1 growth, led by its United States and European businesses and Amotiv Unified benefits; and Powertrain and Undercar continued to grow, supported by resilient wear-and-repair demand and an improving electric-vehicle repair and remanufacturing contribution. We are proud of how our teams responded to changing conditions, kept customers at the forefront and continued building the international reach of our brands. In FY26, the Group continued the execution of a range of efficiency and effectiveness initiatives as part of the Amotiv Unified transformation program. At the beginning of the year the business provided market guidance of $10m gross annualised benefits ($5m net annualised benefits) to be delivered in the year. The business has delivered these benefits. This brings the total cumulative program gross benefits to $25m ($15m net). This momentum gives us confidence in our refreshed Amotiv2030 strategy and its purpose: drivers count on our clever ideas, turned into technical products, to do more and go further. We see exciting opportunities to strengthen our positions in Australia and New Zealand, continue our successful international expansion and continue building shareholder returns through disciplined capital allocation and execution. Most importantly, the year's progress reflects the ongoing and impressive commitment of our people. We are proud that our Total Recordable Injury Frequency Rate improved by a third to 8.9, well in excess of industry benchmarks, and employee engagement reached 75%, above the global average benchmark. We thank our employees for their energy, adaptability and commitment to safety, customers and one another. We also thank our customers, suppliers and shareholders for their continued trust and support. Looking ahead, we enter FY27 with confidence and momentum, ready to meet the continued challenging environment in which we operate. We expect modest revenue and underlying EBITA1 growth, supported by more offshore growth and further Amotiv Unified benefits. While Australia and New Zealand conditions are expected to remain subdued and we continue to monitor developments in the Middle East, we remain focused on the factors within our control. With Amotiv’s leading brands, experienced and engaged team, growing international opportunities and a financial platform for growth, the Board is excited for the future of the Group and focused on sustainable growth and long-term shareholder value. 1. Underlying EBITA, underlying EBITDA and underlying EPSA are unaudited, non IFRS and excludes (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the consolidated financial statements. Amotiv Limited Annual Report 2026 IV
Page 7
Amotiv Divisions 4WD Accessories and Trailering Division Lighting, Power and Electrical Division Powertrain and Undercar Division Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and OEM customers. This includes the acquired AutoPacific Group as well as East Coast Bullbars and Fully Equipped (NZ) businesses. This Division plays a pivotal role in our strategic imperative to be the leader in 4WD accessories and trailering in ANZ. Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for all types of vehicles for the automotive aftermarket and Original Equipment Manufacturer (OEM) customers. This Division is dedicated to delivering advanced lighting, power, and electrical solutions internationally and ensuring superior customer value. Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products for the automotive aftermarket. The Powertrain & Undercar Division is crucial to leveraging powertrain profitability and investing in future-proof adjacencies. Amotiv Divisions Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and OEM customers. 4WD Accessories and Trailering Division Lighting, Power and Electrical Division Powertrain and Undercar Division Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and OEM customers. This includes the acquired AutoPacific Group as well as East Coast Bullbars and Fully Equipped (NZ) businesses. This Division plays a pivotal role in our strategic imperative to be the leader in 4WD accessories and trailering in ANZ. Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for all types of vehicles for the automotive aftermarket and Original Equipment Manufacturer (OEM) customers. This Division is dedicated to delivering advanced lighting, power, and electrical solutions internationally and ensuring superior customer value. Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products for the automotive aftermarket. The Powertrain & Undercar Division is crucial to leveraging powertrain profitability and investing in future-proof adjacencies. Amotiv Divisions Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for all types of vehicles for the automotive aftermarket and OEM customers. 4WD Accessories and Trailering Division Lighting, Power and Electrical Division Powertrain and Undercar Division Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and OEM customers. This includes the acquired AutoPacific Group as well as East Coast Bullbars and Fully Equipped (NZ) businesses. This Division plays a pivotal role in our strategic imperative to be the leader in 4WD accessories and trailering in ANZ. Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for all types of vehicles for the automotive aftermarket and Original Equipment Manufacturer (OEM) customers. This Division is dedicated to delivering advanced lighting, power, and electrical solutions internationally and ensuring superior customer value. Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products for the automotive aftermarket. The Powertrain & Undercar Division is crucial to leveraging powertrain profitability and investing in future-proof adjacencies. Amotiv Divisions Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products for the automotive aftermarket. V Amotiv Limited Annual Report 2026
Page 8
Year in Review Financial highlights Revenue +2.7% to $1,023.9m Revenue -predominantly volume driven due to filtration within PTU, 4WD wins reflecting product development investment and geographical diversification complemented by pricing. Underlying EBITA1 +1.6% to $195.1m Underlying EBITA1of $195.1m, in line with guidance, primarily driven by LPE offshore revenue, ANZ PTU growth and Amotiv Unified, partially offset by lower 4WD margins due to pricing timing. Underlying EBITDA1 +1.6% to $230.0m Underlying EBITDA1 inline with underlying EBITA1. Underlying EPSA1 +4.5% to 89.4c Underlying EPSA1 up 4.5%, ahead of EBITA growth, reflecting completion of the buyback. Cash conversion Improved +2.5pps to 93.1% Cash conversion strength supported lower leverage and remained a key enabler of capital management initiatives. Total cash returned to shareholders in FY26 was $74.8m. Leverage Improved 0.06x to 1.85x Leverage reduced 0.06pps to 1.85x post investments in share buyback, increased dividends and higher new product development spend. Leverage remains well within Capital Allocation Framework range of 1.5-2.25x. Full year dividend Improved +6.2% 43.0c Final dividend up 1.0 cps taking the full year to 43.0 cps (+2.5cps vs pcp) representing a 55% payout of underlying NPAT. ROCE % Improved +0.3ppts to 13.4% ROCE improving with earnings growth and improved balance sheet management. 1. Underlying EBITA, underlying EBITDA and underlying EPSA are unaudited, non IFRS and excludes (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the consolidated financial statements. Underlying EBITA by segment1 $(M) 52.8 75.2 78.8 -11.7 195.1 4WD Accessories & Trailering (YoY -10.9%) Lighting, Power & Electrical (YoY +11.1%) Powertrain and Undercar YoY +2.1%) Corporate Group Total (YoY +1.6%) 1. Underlying EBITA is unaudited, non IFRS and excludes (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the consolidated financial statements. Amotiv Limited Annual Report 2026 VI
Page 9
Year in Review (continued) Financial highlights Operating highlights Safety Employee engagement TRIFR 13.2 FY25 8.9 FY26 Better than Safe Work benchmark of 13.3 71% FY25 75% FY26 Above global benchmark of 74% 1 Safety commitment score Group Scope 1 and 2 emissions ktCO2e (market-based) 88% FY25 89% FY26 Global top quartile (Qualtrics 86%)1 8.8 FY25 9.0 FY26 Distribution businesses - net carbon neutral2 Warranty costs3 APCO Advanced Level or Above $2.3m FY25 $3.2m FY26 31bp of FY26 revenue 11 FY25 11 FY26 Maintained YoY 1. Qualtrics global annual employee survey 2. Carbon Neutral refers to the net position achieved after applying retired carbon credits against gross Scope 1 emissions and surrendered Large-scale Generation Certificates (LGCs) against gross market-based Scope 2 emissions. 3. From operations Revenues are largely ICE agnostic 73% Non-ICE 27% ICE …and increasingly from offshore (non-ANZ) markets 1% 9% 12% 16% 17% 18% FY20 FY21 FY22 FY23 FY24 FY25 FY26 0 10 20 VII Amotiv Limited Annual Report 2026
Page 10
Contents Directors’ Report 2 Lead Auditor’s Independence Declaration 9 Operating and Financial Review 10 Climate-related Disclosures Report 23 Remuneration Report 49 Consolidated Financial Statements 68 Additional Shareholder Information 128 Corporate Information 130
Page 11
Directors’ Report The Directors of Amotiv Limited ("Amotiv" or "the Company") present their report on the consolidated entity, being the Company and its subsidiaries, for the year ended 30 June 2026. This Directors' Report is made on 11 August 2026 in accordance with a resolution of the Directors. The Operating and Financial Review on page 10 and the Remuneration Report on page 49 are incorporated into this Directors' Report. Directors During FY26 the Board was pleased to welcome James Fazzino, who commenced as a Non-Executive Director on 1 August 2025 and succeeded Graeme Billings as Chair of the Board from the 2025 Annual General Meeting. The names of the Directors who held office during and after the financial year and details of their qualifications, experience and special responsibilities are as follows: Mr Fazzino is a highly experienced Chair and Non-Executive Director. He is currently the Chair of Manufacturing Australia and of Rabobank Australia Limited. Mr Fazzino's executive career included eight and a half years as Managing Director & CEO of ASX listed manufacturer, Incitec Pivot Limited, where he led transformative global growth. He has also served as Non-Executive Director and as Chair of various other ASX listed entities, facilitating transactions which delivered significant value to shareholders. Committee Memberships • Chair of the Nomination Committee (appointed 24 October 2025) Directorships of other Australian listed companies held during the past three years • Qube Holdings Ltd - Non-Executive Director (from February 2024) • APA Group - Non-Executive Director (from February 2019) • Tassal Group Limited - Non-Executive Director (May 2020 to November 2022) James Fazzino BCom BEc Independent Non-Executive Director and Chair (appointed Non-Executive Director on 1 August 2025 and Chair of the Board from 24 October 2025) Graeme Whickman B Bus MAICD Managing Director and Chief Executive Officer (appointed on 1 October 2018) Mr Whickman has 28 years’ international experience in the automotive industry across Australia, New Zealand, Canada, China, the United Kingdom and the ASEAN region. He brings extensive experience and a deep knowledge of both the OEM and aftermarket aspects of the industry. His experience spans global markets and channels which brings significant value to Amotiv as it grows around the world. Prior to joining Amotiv, Mr Whickman spent 21 years with Ford Motor Company, where he held senior leadership roles including President and Chief Executive Officer of Ford Australia and New Zealand and Executive Director of Marketing for the Asia Pacific and Africa region. Mr Whickman was also a director of Ford Credit Canada and Ford Australia as well as the Canadian Marketing Association and the peak Australian industry body, the Federal Chamber of Automotive Industries. Mr Whickman is currently a director of the Australian Automotive Aftermarket Association. Directorships of other Australian listed companies held during the past three years • Nil 2 Amotiv Limited Annual Report 2026
Page 12
Directors’ Report (continued) Mr Robinson spent the past 22 years, prior to joining the Board, with global automotive parts, general industrial and consumer products manufacturer and marketing company Robert Bosch GmbH. In that time, he worked in the USA, Germany and Australia and had responsibility for sales, marketing, engineering, manufacturing, accounting and personnel. He was President of Robert Bosch Australia and Robert Bosch New Zealand. Committee Memberships • Member of the Audit Committee • Member of the Nomination Committee • Member of the Remuneration, People and Culture Committee (former Chair 15 November 2017 to 28 February 2025) • Member of the Risk, Safety and Sustainability Committee Directorships of other Australian listed companies held during the past three years • Nil David Robinson BSc MSc Independent Non-Executive Director (appointed on 20 December 2011) Mr Robinson will retire from the Board at the end of September 2026. Ms Douglas is an experienced Non-Executive Director who is currently on the boards of Judo Bank (where she is Chair of its Remuneration Committee) and Peter MacCallum Cancer Foundation. She is also Vice President of St Kilda Football Club and a member of the AICD APRA Advisory Forum. She is a former Non-Executive Director of Essential Energy, Hansen Technologies, Opticomm and other non-listed organisations. Ms Douglas has deep experience as an executive in the communications and technology sectors having held a diverse range of executive roles at Telstra and Sensis. Prior to this, Ms Douglas was a lawyer with King & Wood Mallesons and Allens where she specialised in intellectual property, communications and media law. Committee Memberships • Member of the Nomination Committee • Chair of the Remuneration, People and Culture Committee (appointed 1 March 2025) • Member of the Risk, Safety and Sustainability Committee (former Chair 10 February 2021 to 28 February 2025) • Former Member of the Audit Committee (1 March 2020 to 31 December 2025) Directorships of other Australian listed companies held during the past three years • Judo Bank – Non-Executive Director and Chair of Remuneration Committee (from August 2021) • Hansen Technologies Ltd – Non-Executive Director (2017 to 28 February 2022) Jennifer Douglas BSc LLB(Hons) LLM MBA FAICD Independent Non-Executive Director (appointed on 1 March 2020) Mr Pollaers is an experienced company director and business leader with over 30 years' experience across the consumer goods, manufacturing and healthcare sectors. Mr Pollaers is currently Chancellor of Swinburne University of Technology and Convenor of the University Chancellors Council. He is also Independent Chair of the Australian Financial Complaints Authority, Chair of Brown Family Wine Group and a Non-Executive Director of AGL Energy Limited, where he also serves on the Audit and Risk Committee and the People and Remuneration Committee. Prior to his non-executive career, Mr Pollaers was Chief Executive Officer of Pacific Brands and Foster’s Group and spent almost 20 years with Diageo, where he progressed to the role of President Asia-Pacific. He has also served as chair of various non-profit/government industry and manufacturing organisations. Mr Pollaers was awarded the Medal of the Order of Australia (OAM) in 2018 for service to the manufacturing sector, education and business. Committee Memberships • Member of the Audit Committee • Member of the Nomination Committee • Member of the Risk, Safety and Sustainability Committee • Former Member of the Remuneration, People and Culture Committee (23 June 2021 to 31 December 2025) Directorships of other Australian listed companies held during the past three years • AGL – Non-Executive Director (from 15 November 2022) John Pollaers OAM BElecEng (First Class Hons) BSc MBA Independent Non-Executive Director (appointed on 23 June 2021) Amotiv Limited Annual Report 2026 3
Page 13
Directors’ Report (continued) Mr Coolidge has been both a Director and a leader in the global automotive aftermarket, with accomplished skills in corporate governance. Mr Coolidge is a US based global executive who has served in leadership roles in the aftermarket and OEM segments of the Light Vehicle, Heavy Vehicle, and Specialty Vehicle industries. With a solid financial background, Mr Coolidge spent 23 years with the Bosch Group in the USA and Europe. At Bosch, he held Vice President roles in Finance and Sales & Supply Chain before being appointed as Executive Vice President – Americas and a Board Member for the Bosch Group’s Global Automotive Aftermarket Division and Chair of Robert Bosch Inc, Canada. He was also CEO of Gearbox Holdings Ltd and Nivel Parts & Manufacturing Co. Ltd. Mr Coolidge was a Director of the automotive aftermarket company, Holley Performance Parts (2012 -2013), a board member of Motor & Equipment Manufacturers Association, a founding board member of Motor & Equipment Remanufacturers Association and Chair of the US Automotive Aftermarket Suppliers Association. Mr Coolidge is also the Chair of the Board of Magneto and Diesel Injector Service, Inc., a private equity portfolio company headquartered in Humble, Texas, USA, and has most recently been appointed as Board Observer for FCP Euro LLC, a privately owned e-commerce retailer and distributor of automotive parts headquartered in Milford, Connecticut, USA. Committee Memberships • Member of the Audit Committee (Interim Chair from 21 October 2024 to 28 February 2025) • Member of the Nomination Committee • Member of the Remuneration, People and Culture Committee • Chair of the Risk, Safety and Sustainability Committee (appointed 1 March 2025) Directorships of other Australian listed companies held during the past three years • Nil David Coolidge BA MBA MSA Independent Non-Executive Director (appointed on 25 June 2024) Raelene Murphy BBus FCA GAICD Independent Non-Executive Director (appointed on 1 March 2025) Ms Murphy is a highly respected and experienced ASX listed company Non-Executive Director with a deep understanding of corporate governance, corporate transactions, financial management and risk management. She is an experienced Audit & Risk Committee Chair with a strong record of embedding and enhancing risk management through leadership from that Committee. Ms Murphy is currently a Non-Executive Director of ASX listed companies Bega and Tabcorp, and Chair of Wisetech. She also brings automotive industry experience from her previous Non-Executive directorship of the Stillwell Motor Group. During her executive career, Ms Murphy held senior roles in both industry and professional services, including as Managing Director of the 333 Group (part of Korda Mentha) and the CEO of the Delta Group. Committee Memberships • Chair of the Audit Committee (appointed 1 March 2025) • Member of the Nomination Committee • Member of the Remuneration, People and Culture Committee • Former Member of the Risk, Safety and Sustainability Committee (1 March 2025 to 31 December 2025) Directorships of other Australian listed companies during the past three years • Bega Cheese Limited - Non-Executive Director and Chair of the Audit and Risk Committee (from June 2015) • Tabcorp Holdings Limited - Non-Executive Director and Chair of the Audit and Risk Committee (from August 2022) • Wisetech Global - Non-Executive Director (from 1 January 2026), Chair of the Audit and Risk Committee (from 1 May 2026) and Chair (from 7 July 2026) • Integral Diagnostics Limited - Non-Executive Director and Chair of the Audit and Risk Committee (October 2017 to 31 March 2026) • Elders Limited - Non-Executive Director (January 2020 to December 2024) 4 Amotiv Limited Annual Report 2026
Page 14
Directors’ Report (continued) Mr Billings was the Chair of the Board until his retirement at the conclusion of the AGM on 24 October 2025. Mr Billings has been a Chartered Accountant since 1980. He retired from PricewaterhouseCoopers in 2011 after 34 years, where he was head of the Melbourne Assurance practice as well as heading the firm’s Australian, Global Industrial Products business and the Australian Automotive business. Mr Billings has had extensive experience in providing assurance, transaction, governance and other consulting services to multinational and national companies across a variety of industries including manufacturing and automotive. Committee Memberships • Member of the Audit Committee (20 December 2011 to 24 October 2025) • Chair of the Nomination Committee (1 October 2020 to 24 October 2025) • Member of the Remuneration, People and Culture Committee (20 December 2011 to 24 October 2025) • Member of the Risk, Safety and Sustainability Committee (20 December 2011 to 24 October 2025) Directorships of other Australian listed companies held during the past three years • Austco Healthcare Ltd – Non-Executive Director and Chair (from 21 October 2015) • Clover Corporation Limited – Non-Executive Director and Chair of Audit Committee (from 20 May 2013) Mr Billings was succeeded as Chair by Mr Fazzino, at the conclusion of the AGM on 24 October 2025. Graeme Billings1 BCom FCA MAICD Former Independent Non- Executive Director and Chair (appointed Non-Executive Director on 20 December 2011 and Chair on 1 October 2020) Retired at the conclusion of the 2025 AGM on 24 October 2025. 1. Details current at the date of retirement, 24 October 2025. General Counsel & Company Secretary Ms Anne Mustow, LLB, B.Com, Grad Dip. Applied Finance & Investment, GAICD, is the General Counsel & Company Secretary of the Company. Ms Mustow spent 16 years in general counsel and company secretary roles within the Wesfarmers Group and at Australian Pharmaceutical Industries Limited. Before that, she was a Partner at a large Australian law firm and a not-for-profit Non-Executive Director. Chief Financial Officer & second company secretary Mr Aaron Canning, B Com(Hons) FCCA CA GAICD is the Chief Financial Officer and is registered with ASIC as a second company secretary of the Company. Mr Canning has over 25 years' experience in senior financial roles across various industries and previously held Group Chief Operating Officer and Group CFO roles in ASX-listed and multinational organisations. Directors’ Attendances at Meetings The Board held nine scheduled meetings during the year. Board Audit Committee Nomination Committee Remuneration People and Culture Committee Risk, Safety and Sustainability Committee Directors Held1 Attended Held Attended Held Attended Held Attended Held Attended James Fazzino2,3 8 8 - 5 1 1 - 5 - 4 Graeme Whickman4 9 9 - - - - - - - - David Robinson 9 9 5 5 1 1 6 6 5 5 Jennifer Douglas 9 9 4 45 1 1 6 6 5 5 John Pollaers 9 9 5 5 1 0 4 46 5 5 David Coolidge 9 9 5 5 1 1 6 6 5 5 Raelene Murphy 9 9 5 5 1 1 6 6 4 47 Graeme Billings8 4 4 2 2 0 0 3 3 2 2 1. "Held" refers to the number of meetings of the Board or Committee held during the period for which the Director was a member of the relevant Board or Committee 2. As Chair of the Board, Mr Fazzino attends Committee meetings but is not a member of the Audit Committee, Remuneration, People and Culture Committee or Risk, Safety and Sustainability Committee. 3. Mr Fazzino joined the Board part way through the year 4. As Managing Director & CEO, Mr Whickman attends Committee meetings but is not a member of Committees. 5. As a result of a restructure of the Board Committees, Jennifer Douglas ceased to be a member of the Audit Committee from 1 January 2026. 6. As a result of a restructure of the Board Committees, John Pollaers ceased to be a member of the Remuneration, People and Culture Committee from 1 January 2026. 7. As a result of a restructure of the Board Committees, Raelene Murphy ceased to be a member of the Risk, Safety and Sustainability Committee from 1 January 2026. 8. Mr Billings retired from the Board part way through the year. Amotiv Limited Annual Report 2026 5
Page 15
Directors’ Report (continued) Director’s relevant interests Details of the Directors' relevant interests in the Company's securities can be found in the following table, the Managing Directors' Holdings of options and rights in the table under "Options and Rights" below and in the 2026 Remuneration Report. Director shareholdings in the Company are: Amotiv Shares held beneficially Directors Total 30 June 2026 Total 30 June 2025 Graeme Billings1 23,129 23,129 James Fazzino 59,763 N/A Graeme Whickman 2 160,892 140,716 David Robinson 39,207 39,207 Jennifer Douglas 16,162 13,154 John Pollaers 19,050 19,050 David Coolidge 2,000 2,000 Raelene Murphy 0 0 1. Details current at the date of retirement, 24 October 2025. 2. Mr Whickman also held 578,229 Performance Rights at 30 June 2026 (including unvested, vested but unexercised and vested restricted rights. Of the unvested Performance Rights 104,662 will lapse as the performance conditions have not been met). More details about these are included in the 2026 Remuneration Report. Corporate Governance Statement The Corporate Governance Statement is separately lodged with the ASX. It may also be found on the Company’s website at https://amotiv.com/corporate-governance. Principal Activities The principal activities of the consolidated entity during the financial year were the manufacturing, importation, distribution and sale of automotive products, mostly for the after market and the fitment of accessories to new vehicles. During the year the Group had operations in Australia, New Zealand, United States of America, Thailand, Korea, Sweden, China, South Africa, the United Kingdom and Germany. Other than as referred to in this Report and in the Operating and Financial Review, there were no significant changes in the nature of these activities of the consolidated entity or its state of affairs during the year. Operating and Financial Review The Operating and Financial Review ("OFR") for the consolidated entity during the financial year forms part of this Directors’ Report. The OFR sets out information on the Group's operations and financial position. In addition, it includes information about the Group's business strategies and prospects for future financial years. It discusses likely developments in Amotiv's operations and the expected results of those operations in future financial years. Certain information has been omitted from the OFR in relation to the business strategies and prospects for future financial years on the basis that its disclosure would be likely to result in unreasonable prejudice to the consolidated entity. Share Capital At 30 June 2026, there were 133,849,962 (2025: 135,805,758) ordinary shares on issue. Dividends During and since the end of the financial year, the following dividends have been paid or declared. • A final ordinary dividend of 22.0 cents per share in respect of the year ended 30 June 2025 was determined on 13 August 2025 and was paid on 16 September 2025 amounting to $29,770,139. The Company Dividend Reinvestment Plan was not available for this dividend. This dividend was fully franked. • An interim ordinary dividend of 20.0 cents per share in respect to the half year ended 31 December 2025 was determined on 10 February 2026 and paid on 12 March 2026, amounting to $26,769,992. The Company Dividend Reinvestment Plan was not available for this dividend. This dividend was fully franked. • A final ordinary dividend of 23 cents per share in respect of the year ended 30 June 2026 was determined on 11 August 2026 and is payable on 15 September 2026 to shareholders registered on 26 August 2026. This dividend will be fully franked. Amotiv Shares will trade ex-dividend on 25 August 2026. The Company Dividend Reinvestment Plan will not be available for this dividend. There were no dividends or distributions which were recommended or declared for payment to members during the year ended 30 June 2026 but not paid during that year. Auditor Independence There is no current or former Partner or Director of KPMG, the Company’s auditors, who is or was at any time during the financial year an officer of the consolidated entity. 6 Amotiv Limited Annual Report 2026
Page 16
Directors’ Report (continued) During the year, the Company's auditors, KPMG, notified the Company that it had suffered a breach of its internal independence guidelines. Based on the information provided by KPMG, the Directors consider that KPMG's breach was minor in nature and that the auditor's independence had not been compromised. At the request of KPMG, the Company applied for and received from ASIC, relief such that the auditor is not required, as a result of its technical breach, to issue a qualified independence declaration under s307C(3) of the Corporations Act 2001 in respect of its audit of the Company's financial statements for the year ended 30 June 2026 (which accompany this Report) ("Financial Statements"). The conditions of that relief have been satisfied. The auditor’s independence declarations made under section 307C of the Corporations Act 2001 in respect of the Company's Financial Statements and in respect of the Company's Climate Related Disclosures Report for the year ended 30 June 2026, are set out on page 9 and page 44 respectively, and form part of this Report. Non-Audit Services Details of the amounts paid or payable to the Company’s auditors, KPMG, for non-audit services provided during the year are shown in Note 6 to the Financial Statements. The Audit Committee and the Directors are satisfied that the provision of such non-audit services is compatible with the general standard of independence for auditors or the auditor independence requirements of, the Corporations Act 2001, in view of both the amount and the nature of the services provided. The Directors are satisfied that all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed to ensure they do not impact the integrity and objectivity of the auditor. Options and Rights No options have been granted over unissued shares and there are no unissued shares or interests under option as at the date of this Report (other than vested but unexercised performance rights under the Long Term Incentive Plan). The following table summarises the Performance Rights which have been granted and which have lapsed under the three tranches of the Long Term Incentive Plan which were current during FY261: Plan Total Granted Managing Director's holding (included in Total Granted) Total Lapsed or Forfeited as at 30 June 2026 Total Lapsed or Forfeited from 30 June to date of this Report (or immediately following) Net Outstanding FY24-FY26 Long Term Incentive Plan (Performance Rights) 1,181,991 104,662 361,192 820,799 02 FY25-FY27 Long Term Incentive Plan (Performance Rights) 1,200,636 182,664 261,859 0 938,777 FY26-FY28 Long Term Incentive Plan (Performance Rights) 1,593,110 250,645 124,203 0 1,468,907 1. Mr Whickman additionally held 40,258 vested Performance Rights from an earlier LTIP. 2. The performance targets for this LTIP have not been met and all outstanding Performance Rights will lapse. Details of the Performance Rights held by Key Management Personnel ("KMP") are included in the accompanying Remuneration Report, which forms part of this Directors’ Report. Environmental Regulation Although some of the consolidated entity’s activities are subject to environmental regulations under Commonwealth, State and Territory legislation, the Directors are not aware of any material breaches of these during the financial year and the Directors are of the view that these are not significant environmental regulations. Further information can be found in the 2026 Sustainability Review, which is available on the Company's website. Proceedings on behalf of the Company There was no application made or on foot during the financial year, nor leave granted by a Court during the financial year, under section 237 of the Corporations Act 2001 for a person to bring or intervene in proceedings on behalf of the Company. Indemnity and Insurance The Company has, pursuant to its Constitution and contractual arrangements, agreed to indemnify the directors of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as a director of the Company and its subsidiaries, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. The Company has also agreed, pursuant to Rule 62 of its Constitution, to indemnify, on a full indemnity basis and to the fullest extent permitted by law, the current directors of its subsidiaries, the Company Secretary and certain senior executives for all losses or liabilities incurred by the person as an officer of the Company or of a related body corporate, except where the liability arises out of conduct involving a lack of good faith. Amotiv Limited Annual Report 2026 7
Page 17
Directors’ Report (continued) Pursuant to these indemnity arrangements, the Company has paid a premium for an insurance policy for the benefit of Directors, Secretaries and certain Executives of the Company and of related bodies corporate of the Company. In accordance with common practice, the insurance policy prohibits disclosure of the nature of the liability covered and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. Remuneration Policy for Directors and Executives The policy for determining the nature and amount of remuneration for Directors and Executives is described in the Remuneration Report, which forms part of this Directors’ Report. Director and Executive Benefits Details of the benefits paid or provided to Directors and specified Executives are included in the Remuneration Report, which forms part of this Directors’ Report, and in summary in Note 32 to the Financial Statements. Rounding Off The Company is a company of the kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183 and, in accordance with that Rounding Instrument, amounts in this Report and the accompanying financial statements have been rounded off to the nearest hundred thousand dollars unless otherwise stated. Significant events after year end The Group completed the disposal of the E C B Pty Ltd business effective on 1 July 2026 following the execution of a binding Sale and Purchase Agreement on 30 June 2026. The total consideration received on completion of the transaction was $11.3m, subject to customary completion adjustments. As the disposal group met the criteria to be classified as held for sale at 30 June 2026, it was measured at the lower of its carrying amount and fair value less costs to sell at the reporting date. Accordingly, the completion of the transaction after year end did not result in any adjustment to the amounts recognised in the financial statements as at 30 June 2026. On 11 August 2026, the Board of Directors determined a fully franked final dividend in respect of the 2026 financial year of 23 cents per share. The record date is 26 August 2026, and the dividend will be paid on 15 September 2026. Other than the items discussed above, no matters or circumstances have arisen since the end of the financial period that have significantly affected, or may significantly affect, the operating results or the state of affairs of the Group. This Directors’ Report is signed on behalf of the Directors in accordance with a resolution of Directors made pursuant to section 298(2) of the Corporations Act 2001. James Fazzino Independent Non-Executive Director and Chair Graeme Whickman Managing Director and Chief Executive Officer 11 August 2026 8 Amotiv Limited Annual Report 2026
Page 18
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Amotiv Limited I declare that, to the best of my knowledge and belief, in relation to the audit of Amotiv Limited for the financial year ended 30 June 2026 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPM_INI_01 KPMG Martiza Araneda Partner Melbourne 11 August 2026 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 Amotiv Limited Annual Report 2026 9
Page 19
Operating and Financial Review 1. Operating and Financial Performance Performance highlights for FY26 for the Group are: • Revenue increased by 2.7% to $1,023.9m which was predominantly volume driven due to filtration in PTU, 4WD wins reflecting product development investment and geographical diversification complemented by pricing. Revenue growth was all organic with H2 growth moderating across 4WD due to softer NVS and mix. LPE and PTU revenue trends were comparable to H1. • Underlying EBITA1 increased 1.6% to $195.1m in line with guidance, primarily driven by LPE offshore revenue, ANZ PTU resilience, partially offset by lower 4WD margins due to timing of price changes. • Statutory NPAT increased to $75.1m compared with a statutory loss of $106.3m in the pcp which was impacted by the $190m APG impairment. • Underlying EPSA1 increased 4.5%, ahead of EBITA growth, reflecting completion of the share buyback. • Strong cash conversion improved 2.5pps to 93.1% and supported lower Net Debt/EBITDA of 1.85x. • Capital management focus delivered completion of buyback and improved interim and full year dividends with $74.8m cash returned to shareholders. • Return on Capital Employed improved 0.3pps to 13.4% due to earnings growth and improved balance sheet management. • Amotiv Unified - continued progress on executing on Amotiv 2030 Strategy and realisation Amotiv Unified benefits in line with guidance. Revenue Underlying EBITA1 Reportable segments ($M) FY26 FY25 Change Change % FY26 FY25 Change Change % 4WD Accessories & Trailering 368.5 354.9 13.6 3.8% 52.8 59.2 (6.4) (10.9%) Lighting, Power & Electrical 315.9 318.2 (2.3) (0.7%) 75.2 67.7 7.5 11.1% Powertrain & Undercar 339.5 324.3 15.2 4.7% 78.8 77.2 1.6 2.1% Corporate - - - 0.0% (11.7) (12.1) 0.4 (3.4%) Total operations 1,023.9 997.4 26.5 2.7% 195.1 192.0 3.1 1.6% Significant items (35.0) (216.8) 181.8 (83.9%) Amortisation (22.9) (22.5) (0.4) 1.8% Net finance charges (27.2) (28.0) 0.8 (2.9%) Income tax expense (34.9) (31.0) (3.9) 12.6% Net profit/(loss) after tax 75.1 (106.3) 181.4 n.m. 1. Underlying EBITA is unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the Consolidated Financial Statements. Underlying operating results Refer to pages 12 to 14 for further details of the three operating Divisions' FY26 performance. Corporate costs reduced 3.4%, largely reflecting actions taken as part of Amotiv Unified to drive efficiencies and lower operating costs. Significant items include $15.8m impairment on the ECB divestment with the balance largely reflecting Amotiv Unified costs. Amortisation is in line with pcp and represents the amortisation of acquired customer relationships, which are amortised over a 10-15 year period. Net finance charges are slightly lower than pcp mainly due to the absence of contingent acquisition consideration discount unwinding and lower lease interest. This was partly offset by higher interest expenses as a result of average higher debt levels through the year with similar cost of funds. Funding costs have increased by approximately 9 basis points versus pcp due to the maturity of interest rate swaps. Cost of funds remain attractive largely due to high levels of fixed debt facilities at favourable rates that reflect credit quality. Income tax expense increased largely as a result of higher taxable earnings. The Group operates in various jurisdictions and pays tax in each jurisdiction in which it operates, with tax rates ranging from 20% to 30% (before withholding taxes on dividends). The Group's effective tax rate is 27.7% excluding the impact of goodwill impairment (FY25: 25.9% before impairment), reflects the mix of jurisdictions in which the Group operates and their respective tax rates. Net profit after tax increased $181.4m reflecting materially higher significant items in the pcp due to the prior year APG impairment. . 1. Underlying EBITA and underlying EPSA are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the Consolidated Financial Statements. 10 Amotiv Limited Annual Report 2026
Page 20
Operating and Financial Review (continued) Reconciliation of statutory results to underlying results as follows: Reconciliation of statutory results to underlying results ($M) Statutory results Impairment Acquisition- related Restructuring SA/USA/UK start-up Underlying results Revenue 1,023.9 1,023.9 COGS (585.7) (585.7) Gross profit 438.2 438.2 Operating cost (243.2) 15.8 (0.5) 17.9 1.8 (208.2) EBITDA 195.0 15.8 (0.5) 17.9 1.8 230.0 Depreciation of property, plant and equipment (12.7) (12.7) Depreciation of right of use asset (22.2) (22.2) EBITA 160.1 15.8 (0.5) 17.9 1.8 195.1 Amortisation (22.9) (22.9) EBIT 137.2 15.8 (0.5) 17.9 1.8 172.2 Net Finance Expense (20.7) (20.7) Interest on lease liability (6.5) (6.5) Profit Before Tax 110.0 15.8 (0.5) 17.9 1.8 145.0 Tax (34.9) 0.1 (5.4) (0.5) (40.7) NPAT from operations 75.1 15.8 (0.4) 12.5 1.3 104.3 EPS (cents per share) from operations 55.8 77.5 EPSA (cents per share) from operations 67.7 89.4 Amotiv Limited Annual Report 2026 11
Page 21
Operating and Financial Review (continued) 1.1. 4WD Accessories & Trailering Summary: • Revenue growth was driven from new business wins and building offshore contribution with margins impacted by lower OE volumes and cost inflation. • Relationships with Chinese OEMs continued to develop with supply commencing on the BYD Shark 3.5T vehicle and towbar supply relationships in place with all other Chinese OEMs who have entered the Australian market. • Pricing increases were implemented across the portfolio with out of cycle OE pricing taking effect from H2. Further pricing planned for H1 FY27 to offset inflation. • UK presence established to assist further expansion into Europe with new OEM wins for Kia, Hyundai and Suzuki to be supplied ex-Thailand for the European market. • South Africa completed first full year of operation with new business wins achieved for supply for Mazda and Mahindra. • US momentum continues to build via U-Haul relationship and Cruisemaster penetration of RV market. • Divestment of non core East Coast Bullbars business completed in early July 2026 due to sub scale manufacturing and limited growth potential. $M FY26 FY25 Change Change % Revenue 368.5 354.9 13.6 3.8% Underlying EBITDA1 71.3 76.2 (4.9) (6.5%) Depreciation (18.5) (17.0) (1.5) 8.8% Underlying EBITA1 52.8 59.2 (6.4) (10.9%) Underlying EBITA margin1 14.3% 16.7% (2.4)pps 1. Underlying EBITDA, underlying EBITA and underlying EBITA margin are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the Consolidated Financial Statements. Revenue by Geographical area ($M) FY26 FY25 Change % Australia 259.1 247.7 11.4 4.6% New Zealand 47.3 48.4 (1.1) (2.3%) Thailand (local OEMs and exports) 49.2 51.7 (2.5) (4.9%) Rest of world 12.9 7.1 5.8 80.6% Total 4WD Accessories & Trailering 368.5 354.9 13.6 3.8% Revenue was up 3.8% with new business wins plus H2 pricing offsetting softer volumes. ANZ Pick Up volumes down 3% (excluding BYD Shark). Revenue driven by new OE business wins including a full period of South Africa (SA). Fitment rates remain stable. Lower vehicle sales on leading ANZ models Ranger -5% and Hilux -7%. Relationships with Chinese OEMs continued to develop with supply commencing on the BYD Shark 3.5T vehicle and towbar supply relationships in place with all other Chinese OEMs who have entered the Australian market. Cruisemaster continues to gain share in a soft AU RV/caravan market. Depreciation increased by $1.5m (8.8%) as a result of higher capital expenditure including factory capacity expansion in Thailand and the start-up of South Africa operations in January 2025. Underlying EBITA1 was down 10.9% driven by 2.4ppts margin reduction and an 8.8% increase in depreciation. H2 underlying EBITA margin of 14.9%, was +1.1pps on H1 and reflects out-of-cycle OEM pricing actions and non recurrence of the H1 Zone RV provision. Higher depreciation reflects higher product development investment and offshore capacity. 1. Underlying EBITA is unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the Consolidated Financial Statements. 12 Amotiv Limited Annual Report 2026
Page 22
Operating and Financial Review ( continued) 1.2. Lighting, Power & Electrical Summary: • Offshore growth and Amotiv Unified benefits drove margin expansion, offsetting persistent ANZ softness. • Record growth across US and Europe with both markets expected to provide further revenue diversification. • New-to-market 48 v Projecta power management system helped partially offset declining channel mix and performance in this channel. • Vision X announced as the official lighting partner of CFMOTO USA - (ATV) manufacturer. • US tariff related pricing largely took effect from H2 with annualised benefits to continue through into the first half of FY27. • Amotiv Unified benefits supported EBITA growth of 11.1% with benefits to moderate by the end of the first half of FY27 as s avings annualise. • Non core US motorcycle market e-commerce business (Twisted Throttle) divested in early July 2026. $M FY26 FY25 Change Change % Revenue 315.9 318.2 (2.3) (0.7%) Underlying EBITDA1 82.7 76.2 6.5 8.6% Depreciation (7.5) (8.5) 1.0 (11.8%) Underlying EBITA1 75.2 67.7 7.5 11.1% Underlying EBITA margin1 23.8% 21.3% 2.5pps 1. Underlying EBITDA, underlying EBITA and underlying EBITA margin are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups an d significant items are outlined in note 7 of the Consolidated Financial Statements. Revenue by Geographical area ($M) FY26 FY25 Change % Australia 189.7 202.4 (12.8) (6.3%) New Zealand 20.5 21.9 (1.4) (6.5%) USA 60.4 54.5 5.9 10.8% Asia 10.6 11.1 (0.5) (4.3%) Europe 33.4 27.4 5.9 21.6% Rest of world 1.3 0.9 0.4 51.4% Total Lighting, Power & Electrical 315.9 318.2 (2.3) (0.7%) Revenue was broadly flat with US and Europe growth mitigating soft ANZ demand. Lighting was down 1% as Vision X unit growth (US and Europe) - supported by new customer wins and improved supply lead times - was offset by a muted ANZ reseller channel. Power Management were up 3% reflecting the continued growth in premium RV products including Projecta’s market leading 48V system. Electrical and Accessories were down 3% constrained by soft ANZ reseller demand and ranging changes with ongoing signs of a “flight to value”. Depreciation decreased by $1.0m (11.8%), largely as a result of lower depreciation on leased assets. Underlying EBITA1 was up 11.1% with margin expansion of 2.5ppts. Largely driven by Amotiv Unified delivering a leaner operating model, with operating costs 11% lower than pcp. Result impacted by one off legal benefit of ~$2m with costs recorded in prior periods. Improved Vision X pricing and product mix also supported earnings. 1. Underlying EBITA is unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the Co nsolidated Financial Statements. Amotiv Limited Annual Report 2026 13
Page 23
Operating and Financial Review (continued) 1.3. Powertrain & Undercar Summary: • Resilient ‘ wear and repair’ market supported by leading diverse aftermarket brand portfolio and accelerating EV repair and re-manufacture contribution. • Modest H2 price increases implemented with further pricing to take effect from Q1 FY27 expected to support margins. • Infinitev E V operations site consolidated into single operation with Innovative Mechatronics Group. Infinitev on track to break even by end of FY27 on a run rate basis. • ERP rationalisation completed for ACS simplifying technology road map and facilitating warehouse rationalisation. • Independent channel expansion with investment progressing to expand AU warehouse footprint. • Planned a dditional 20.01% investment in VAFI Filter manufacturer based in Vietnam taking AOV ownership to 40% providing vertical integration opportunity, capacity expansion and platform for US growth. Return on Capital Employed is expected to be >20% with continued double digit revenue growth expected. The transaction is expected to complete end of August 2026. • Ryco awarded GPC 2026 supplier of the year. $M FY26 FY25 Change Change % Revenue 339.5 324.3 15.2 4.7% Underlying EBITDA1 87.1 85.5 1.6 1.9% Depreciation (8.3) (8.3) - 0.0% Underlying EBITA1 78.8 77.2 1.6 2.1% Underlying EBITA margin1 23.2% 23.8% (0.6)pps 1. Underlying EBITDA, underlying EBITA and underlying EBITA margin are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups a nd significant items are outlined in note 7 of the Consolidated Financial Statements. Revenue by Geographical area ($M) FY26 FY25 Change % Australia 296.5 289.7 6.7 2.3% New Zealand 24.9 20.3 4.6 22.9% Rest of world 18.1 14.3 3.8 26.3% Total Powertrain & Undercar 339.5 324.3 15.1 4.7% Revenue g rowth of 4.7% reflects unit growth and strategic price increases across select product categories driving growth ahead of the market. Revenue continues to outpace resilient ‘wear and repair’ market growth, supported by leading, diverse aftermarket brand portfolio and accelerating EV repair and remanufacture contribution. At a category level growth was led by filtration and brakes, with continued diversification into adjacencies. NZ revenue up 22.9% driven by enhanced distribution across filtration vs soft pcp. Depreciation remains flat versus the pcp. Underlying E BITA1 g rowth of 2.1% reflects margin improving half-on-half against a strong FY25 comparative with full year margins marginally below pcp. Gross margins improved through H2 largely related to mix with these benefits offset at the EBITA by higher transitory logistics costs and higher incentives. Accelerating growth of the Infinitev EV business combined with moderating investment levels drove a meaningful profit improvement with the business on track to break even by the end of FY27 on a run rate basis. 1. Underlying EBITA is unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items are outlined in note 7 of the C onsolidated Financial Statements. 14 A motiv Limited Annual Report 2026
Page 24
Operating and Financial Review (continued) 2. Cash Flow Summary cash flow ($M) FY26 FY25 Change % Operating cash flow 155.2 149.6 5.6 3.7% Interest paid (27.6) (27.4) (0.2) 0.7% Payments for lease liabilities (20.1) (19.9) (0.2) 1.0% Net purchases of PP&E (28.3) (24.8) (3.5) 14.1% Other (0.6) 1.8 (2.4) (131.5%) Free cash flow from operations 78.6 79.3 (0.8) (1.0%) Acquisitions (including earn-out payments) (2.1) (26.4) 24.3 (92.0%) Dividends received from equity investments 1.4 - 1.4 100.0% Free cash flow 77.9 52.9 25.0 47.3% Share buyback (18.3) (48.7) 30.4 (62.4%) Dividend payments (56.5) (56.7) 0.2 (0.4%) Net debt (increase)/reduction before FX impacts 3.1 (52.5) 55.6 n.m. The G roup remained in compliance with all covenant requirements during FY26. Unused borrowing facilities were $168.1m at 30 J une 2 026. There is no drawn debt maturing in the next 12 months and coupled with solid financier support means the Company is well positioned to fund future growth opportunities. Cash c onversion was consistently strong at 93.1% and improved 2.5pps vs pcp and remained ahead of the Capital Allocation Framework target of >75% reflecting operating model resilience. Dividend p ayout ratio for FY26 is 55% of underlying net profit after tax vs FY25 at 54%. Capital management focus delivered completion of share buyback and improved interim and full year dividends. Total cash returned to shareholders in the year was $74.8m. Amotiv Limited Annual Report 2026 1 5
Page 25
Operating and Financial Review (continued) 3. Financial Position & Capital Management Summary balance sheet & leverage ratio ($M) FY26 FY25 Change % Net working capital 292.0 282.3 9.7 3.4% Net debt1 (376.5) (383.3) 6.8 (1.8%) Intangibles 851.4 900.0 (48.6) (5.4%) Other assets and liabilities (50.1) (74.7) 24.6 (32.9%) Net Assets 716.8 724.3 (7.5) (1.0%) Leverage ratio2 1.85x 1.91x 0.06 3.1% Unused borrowing capacity 168.1 160.3 7.8 4.9% 1. Net debt includes capitalised borrowing costs of $0.7m (FY25: $1.0m). 2. Leverage ratio represents net debt excluding lease liabilities and underlying EBITDA (underlying EBITDA is unaudited, non IFRS and excludes (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the Consolidated Financial Statements) on a pre-AASB 16 lease accounting basis as well as annualises impacts of acquisitions. Net Working capital remained well managed with further improvements in operating efficiencies. Inventory management improved through H2 and with total holdings increasing 5.3% vs pcp reflecting planned US increases in LPE and timing factors in PTU. Payables were marginally ahead of pcp with no material changes in underlying terms. Receivables were flat vs pcp with revenue growth of 2.7% reflecting improved aged collections and terms compliance. Receivables factoring of $16.2m was marginally below pcp. Net debt has reduced by $6.8m in FY26 in line with earnings growth and improvements in cash conversion. Intangible assets reduced by $48.6m as a result of amortisation for the year ($22.9m), impairments ($15.8m) and intangibles related to ECB reclassified to assets held for sale ($9.8m). Additions included $10.2m of capitalised new product development which were partially offset by foreign exchange movements. Other assets and liabilities reduced by $24.6m largely as a result of assets and liabilities relating to ECB being classified as held for sale $11.5m, a decrease in deferred tax liabilities by $7.4m due to amortisation and revaluation of investments $1.9m. Leverage ratio of 1.85 1 times improved by 0.06pps vs pcp and remains well within target range of 1.5-2.25 times. 1. Leverage ratio represents net debt excluding lease liabilities and underlying EBITDA (underlying EBITDA is unaudited, non IFRS and excludes (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the Consolidated Financial Statements) on a pre-AASB 16 lease accounting basis as well as annualised impacts of acquisitions. 16 Amotiv Limited Annual Report 2026
Page 26
Operating and Financial Review (continued) 4. Business Strategy & Prospects Amotiv is a singularly focused automotive parts and accessories business with market leading brands and a largely ICE agnostic portfolio increasingly sold across global markets. The Group is uniquely placed to provide investors with strong returns backed by an active capital management approach governed via a commitment to returns as outlined in the Amotiv Capital Allocation framework. Key non financial performance highlights achieved by the Group during 2026 include: • Safety performance with Total Recordable Injury Frequency Rate of 8.9 representing an improvement from 13.2 in FY25 and significantly ahead of the industry benchmark of 13.3. • Safety commitment score of 89% and above global benchmark average of 86% • Employee Engagement Score of 75% with performance above top quartile benchmark of 74% • Diversity and Inclusion score of 73% as measured by employees • 93% of strategic suppliers meeting AOV criteria under the sustainable sourcing program • On-site solar electricity generated ~1531 MWh with Distribution businesses net carbon neutral for Scope 1 and 2 emissions The Group announced a refreshed Amotiv 2030 strategy in the year with a call to action focused on “ Drivers count on our clever ideas, turned into technical products to do more and go further". This framework established four key strategic imperatives that link to our operating segments. 10 Drivers count on our clever ideas, turned into technical products, to do more and go further. 2030 Amotiv Unified Platforms Customer Obsession Strong Brands High Performance Simplified Infrastructure Integrated Network Products People Love Omnichannel Enabled People, Safety & Culture Sales & Marketing Product, Sourcing & Logistics Technology & Data Strategic Imperatives Build a leading integrated 4WD Trailering & Accessories business in Australia while leveraging key expertise to carefully launch a focused global business Simplify & improve via Amotiv Unified to make us more efficient & effective • Auto pure-play business servicing large, resilient and defensive TAMs • Leading brands with strong market positions • Portfolio of largely ICE-agnostic products increasingly sold in global markets Solidify & defend our A/NZ Lighting, Power and Electrical business while growing a global niche lighting & power business from our established bases Optimise our Powertrain & Undercar portfolio while adding 1-2 adjacent future-proof categories • Management team who are experienced and growth-focused • Strong financial health including cash conversion and returns on capital employed • Shareholder return focused through active capital management and dividend policy Investor Thesis In February 2025 the company commenced a multi year transformation program called Amotiv Unified. The objectives of this program were to Simplify the business for Efficiency and effectiveness and to build a sustainable, leverageable growth platform to allow Amotiv to continue to invest for growth and generate improved returns for shareholders In FY26, the Group continued the execution of a range of efficiency and effectiveness initiatives as part of the Amotiv Unified transformation program. At the beginning of the year the business provided market guidance of $10m gross annualised benefits ($5m net annualised benefits) to be delivered in the year. The business has delivered these benefits. This brings the total cumulative program gross annualised benefits to $25m ($15m net). As the program continues to develop and evolve the company is focusing on a prioritised group of efficiency projects and growth initiatives that are expected to deliver the next wave of benefits into FY27 and beyond. The benefits derived from the efficiency projects are expected to fund investment required for the growth engines with active progress underway across Omnichannel Capability, International expansion with a focus on the US market and ANZ Independent Channel Expansion. Amotiv Limited Annual Report 2026 17
Page 27
Operating and Financial Review (continued) | AMOTIV UNIFIED ROADMAP Amotiv Unified Cumulative gross and net benefits exiting FY26 ($m)1 10 5 15 5 5 10 FY25 annualised FY26 incremental Cumulative Exiting FY26 0 5 10 15 20 25 ⬛ Reinvested into brands, NPD and capability ⬛ Net benefits to EBITA 1. Management estimate $25m cumulative annualised gross benefits from AmotivUnified by end of FY26. Prioritised Efficiency Projects Efficiency benefits to fund the growth engines Warehouse Network Unified Tech Stack & Data Standards High Performance Culture & Capability Common Indirect Sourcing COGS Attack AI Acceleration Brand Management & Marketing ROI ▶ Growth Engines Revenue generating initiatives to accelerate growth Omnichannel Capability International Expansion ANZ Independent Channel Expansion OEM Cross-Sell ANZ Fitment & Fleet ⬛ Active ⬛ Pre. Underway ⬛ Future phase 18 Amotiv Limited Annual Report 2026
Page 28
Operating and Financial Review (continued) 5. Risk Amotiv manages risk in accordance with the Group’s approved Risk Management Framework aligned with the International Organization for Standardization (ISO) 31000 principles and guidelines for risk management. The Risk Management Framework supports a strong culture of proactive risk management, helps protect the Group’s reputation and supports long term value creation for our stakeholders. Management in collaboration with the Chief Risk Officer, are responsible for the ongoing management of risk across the Group. Oversight is provided by the Board and the Risk, Safety and Sustainability Committee, ensuring effective identification, management, and monitoring of risks across the Group. The business risks that could potentially have a material impact on the delivery of the Group’s strategy, future operations or financial performance, together with existing risk responses are outlined below. Material business risk Risk trend and analysis Response Macroeconomic and Geopolitical/ Regulatory Macroeconomic conditions, geopolitical events and the introduction of more stringent regulatory requirements could impact the Group’s product segments and financial performance. Trend: Increase Global economic and geopolitical uncertainty continues to influence the markets in which Amotiv operates, with the Middle East conflict contributing to higher inflation, softer growth and reduced consumer confidence, alongside the uncertainty from evolving United States tariff settings. • Continuous monitoring of geopolitical and macroeconomic developments to inform decision-making. • Proactive planning and execution of initiatives to maintain continuity of supply to customers. • Ongoing optimisation of the product portfolio to strengthen the customer value proposition. • Diversifying markets, customers, product segments, manufacturing locations and supply chains to enhance resilience. • Maintaining a competitive product offering and implementing disciplined pricing actions to protect margins. • Executing the Amotiv Unified program to support growth, integration, capability uplift and operational efficiency. Disruptive Technology Product technical obsolescence brought on by electric vehicles, new technologies such as autonomous vehicles and digital disruption through AI could impact the Group’s market segments, product segments and financial performance. Trend: Neutral The transition to electric vehicles continued through FY26. Australia’s battery electric vehicle (BEV) market moderated through the first half but gained momentum in the second half due to higher fuel prices. Hybrid and plug-in hybrid models further consolidated their position as a mainstream segment. Amotiv’s product portfolio remains well positioned to benefit from the growing hybrid car parc. Advances in artificial intelligence are increasingly influencing parts sourcing, inventory optimisation and customer engagement across the Group’s operating markets. • Executing the Amotiv 2030 strategy to support growth and portfolio optimisation. • Diversifying customer and product segments to enhance resilience and market reach. • Capturing growth in non-ICE markets while optimising and extending leadership in existing ICE categories. • Implementing artificial intelligence roadmap to enhance customer value propositions and drive operational efficiency. Sustainability and Climate change The transition to lower carbon economies and physical climate change consequences could impact demand for the Group’s products and disrupt the Group’s supply chains (Refer to Climate disclosures on Pages 23 to 48) Trend: Neutral The markets and jurisdictions in which Amotiv operates continue to be shaped by evolving and increasingly fragmented policy settings and shifting consumer preferences linked to the transition to net zero. Divergent regulatory approaches across the United States, Europe and Australia contribute to greater complexity. At the same time, more frequent and severe climate-related extreme weather events have the potential to disrupt the Group’s operations and supply chains. • On-site solar generation across operational sites. • Advancing circular economy initiatives, including EV battery life-cycle management and the repair and re-manufacture of automotive electronics and electrification systems. • Embedding sustainable packaging principles to reduce waste and improve material efficiency. • Diversifying manufacturing locations and supply chains to strengthen resilience and reduce environmental and operational risk. Amotiv Limited Annual Report 2026 19
Page 29
Operating and Financial Review (continued) Material business risk Risk trend and analysis Response Customer Over reliance on single customers, or new entrants’ routes to market, or existing customer disruptive behaviours could impact the Group’s growth, market retention and financial performance. Trend: Increase Competitive pressures across the Group’s markets continue to evolve, driven by tighter macroeconomic conditions, increased price sensitivity and the entry of new competitors, alongside channel shift. • Maintaining a competitive and differentiated product portfolio, supported by ongoing investment in innovation. • Strengthening long-term trading relationships and customer partnerships. • Monitoring emerging competitors and evolving routes to market. • Diversifying the customer base across segments and geographies in line with the portfolio vision strategy. • Executing the Amotiv Unified program to support growth, integration and capability uplift. Health, Safety & Wellbeing Employee and contractor physical health, mental health and safety incidents could result in injuries or fatality with impacts to the Group’s operations, financial performance and reputation. Trend: Neutral Health, safety and wellbeing remains a priority focus area for the Group, as we work collaboratively with our people to create and maintain a safe work environment. • Formal governance and oversight of workplace health and safety risks and actions through established HSW committees. • Adoption of comprehensive psycho-social risk management processes (within the Amotiv HSW Management System). • Proactive identification and management of hazards associated with critical HSW risks. • Ongoing enhancement and embedment of HSW systems, standards and procedures and the Amotiv HSW Cultural Maturity Framework. • Execution of assurance activities, including audits, safety walks and verification of critical controls, to assess effectiveness and drive continuous improvement. • Continuous monitoring of safety performance metrics, with structured response to incidents and emerging risks. Production and Supply Chain risks Over reliance on single suppliers or disruptions in the supply to our customers could impact the Group’s operations, financial performance and reputation. Trend: Increase The Group’s supply chains remain exposed to disruption from geopolitical tensions impacting key shipping routes, capacity and freight costs. These risks are compounded by more frequent and severe extreme weather events, driving increased volatility and potential transit delays. • Robust and collaborative demand forecasting and planning processes. • Maintaining supply chain resilience through a diversified supplier base. • Participation in ocean freight consortium arrangements to support capacity and cost management. • Establishing and maintaining relationships with alternative freight forwarders. • Geographical diversification of manufacturing sites and supply chains. • Expanded utilisation of Amotiv’s Asia Sourcing Office to support sourcing flexibility and supplier management. • Ongoing Quality and Supplier Council oversight to monitor supplier performance, sustainable sourcing and modern slavery risks. Information Technology and Cyber An external cyber penetration, insider threat or loss of physical IT assets could impact the continuity of the Group’s operations, financial performance and reputation. Trend: Increase The Group’s technology systems may be impacted by malicious or criminal cyber-attacks, which could disrupt operations or result in privacy breaches and the loss or unauthorised disclosure of confidential or commercially sensitive information. The increasing frequency and sophistication of such attacks necessitate the continual evolution of the Group’s security/privacy strategies and control environment. • Strengthening cyber security capability and maturity across the Group. • Executing the cyber security and technology roadmap aligned to the Group’s strategic blueprint. • Ongoing monitoring and oversight of technology and cyber risks through IT governance forums and independent third- party security services. • Embedding robust technology and cyber risk management frameworks and controls. 20 Amotiv Limited Annual Report 2026
Page 30
Operating and Financial Review (continued) Material business risk Risk trend and analysis Response Product Poor quality products or non-compliance with product regulatory requirements could result in a product recall or unexpected product performance, causing harm, and could impact customer relationships, the Group’s reputation and financial performance. Trend: Neutral Product quality and compliance remain paramount as the Group’s Strategic Business Units respond to evolving regulatory requirements, environmental expectations, technological advancements and strengthening consumer protection laws, increasing the complexity of product stewardship. • Ongoing focus on product quality and continuous improvement to meet customer requirements. • Maintaining required product compliance certifications across relevant markets. • Operating and maintaining product quality management systems across the Group’s businesses. • Conducting product design reviews and testing for new and modified products. Financial Variability of financial markets could impact foreign currency values to the Group’s nominated assets and liabilities, profits, or sustainability of the Group’s debt financing. Trend: Neutral The Group’s susceptibility to heightened uncertainty and volatility in financial markets remains, driven by a combination of economic, geopolitical and regulatory factors. • Maintaining compliance with Amotiv’s financial risk management framework, including active management of debt facilities, foreign exchange exposures and interest rate hedging. • Regular review and oversight of financial risks through established Financial Risk Management forums. • Embedding the Capital Management Framework to support disciplined liquidity, funding and capital allocation decisions. • Applying robust treasury policies and controls across funding, liquidity, foreign exchange and interest rate risk. People and Culture The inability to attract qualified personnel, retain personnel with the required skills, develop new talent or establish an appropriate culture could impact the Group’s operations and financial performance. Trend: Neutral Amotiv’s operations rely on a high- performing, highly engaged and diverse workforce. Labour market conditions across the Group’s operating jurisdictions remain mixed, with tight labour markets in some regions supporting participation and employment growth, while others are experiencing rising unemployment and softening conditions. • Development of high-performance culture and capability frameworks under Amotiv Unified. • Continued advancement of Amotiv’s employee value proposition through talent development, diversity and inclusion programs and other targeted employee engagement initiatives. Legal and Compliance Failure to comply with legal/ regulatory obligations or local laws could impact the Group’s operations, financial performance and reputation. Trend: Increasing The Group’s legal and regulatory obligations continue to evolve, amid ongoing government-driven regulatory change and increasing compliance complexity across jurisdictions. • Ongoing employee training to reinforce awareness and compliance with Amotiv’s Code of Conduct. • Regular training and awareness initiatives to support effective use of the Speak Up Policy and escalation of concerns. • Active management, monitoring and review of regulatory obligations, internal policies and market disclosure requirements to ensure ongoing compliance Transformation Failure to effectively deliver the Group’s transformation initiatives could impact operational performance, cost efficiency and the realisation of strategic objectives, with potential implications for financial performance and competitiveness. Trend: Neutral The Group’s transformation program involves organisational and operational change. Failure to execute effectively, including managing program complexity and integrating systems and processes, may lead to disruption, cost overruns and delays in achieving strategic outcomes. • Robust transformation governance and structured program management framework supported adequate capacity and capability. • Prioritisation and capacity management. • Delivery model that is leader led. • Financial control and oversight including benefit realisation discipline. • Structured change management, stakeholder alignment and risk monitoring. • Technology and integration controls. Amotiv Limited Annual Report 2026 21
Page 31
Operating and Financial Review (continued) 6. FY27 Outlook Expect modest revenue and underlying EBITA growth in FY27 with growing offshore revenue, pricing and Amotiv Unified offsetting subdued ANZ conditions • Growing offshore contribution from US and European markets expected to continue to offset subdued ANZ trading conditions • 4WD: Business remains well positioned for continued growth in Chinese OEM mix with new vehicle launches in FY27. FY26 pricing to annualise with further out of cycle pricing in H1 FY27. NVS (PU/SUV Med+) expected to remain soft. • LPE: US and Europe growth expected to continue. EBITA margins to moderate slightly vs. FY26 due to absence of prior year one off and ongoing investment in US market. ANZ headwinds expected to persist. • PTU: Wear and repair categories expected to remain resilient. Infinitev on track to break even by end of FY27 (run rate basis). • Pricing benefits to skew towards H2 due to 4WD/PTU timing and LPE changes to be enacted in H2. • Further Amotiv Unified benefits expected to support outlook driven by prioritised efficiency programs and growth engines. • Balance sheet strength and strong cash performance expected to be maintained providing flexibility to support growth and capital management including potential buyback optionality. • Closely monitoring any further developments with the Middle East conflict and resulting impacts on end user demand. Focus remains on factors within our control. 22 Amotiv Limited Annual Report 2026
Page 32
Climate-related Disclosures Report 1. Introduction Scope of this Report This report represents the Climate-related disclosures for Amotiv Limited and its wholly-owned subsidiaries (Amotiv, the Group), and constitutes the first such report prepared in accordance with the Australian Sustainability Reporting Standards adopted by the Australian Accounting Standards Board (being AASB S2 Climate-related Disclosures) and the Corporations Act 2001 (Cth). This report has been prepared for the Group and should be read in conjunction with the Group’s consolidated financial statements prepared in accordance with Australian Accounting Standards and covers the year ended 30 June 2026. Adoption of transitional relief from the disclosure of comparatives and Scope 3 greenhouse gas emissions The Group has applied the transitional relief available under the AASB S2 Appendix C, paragraphs C3 and C4(b), and has therefore not disclosed comparatives and Scope 3 emissions in its first year of applying the Standard. Basis of Preparation The Group adopts the Operational Control approach to account for emissions. Operational Control is where Amotiv has the full authority to introduce and implement its operating policies. This approach was selected because it enables the Group to distinguish between emissions from activities it controls and emissions from activities in the value chain, which it does not directly control, but may be able to influence. Consistent with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (GHG Protocol), emissions from investments and/or operations where Amotiv does not have operational control are excluded. For the purposes of this report the Group has considered information to be material for disclosure if the Group reasonably expects that primary users of this report would expect its disclosure, or where its omission, misstatement or obscuration could reasonably be expected to influence the decisions that primary users of the Group's general purpose financial reports make on the basis of this report. Climate-related Risks and Opportunities - Identification and Impacts Although this is the first year of Amotiv’s climate-related disclosures report, the Group has previously considered the climate-related risks that might affect the Group’s operations as part of its normal risk management processes. A dual-step climate-related risks and opportunities assessment was undertaken to: • Identify climate-related risks and opportunities that could be reasonably expected to affect the Group’s prospects over the short, medium and long term • Identify material information covering disclosures needed in relation to the climate-related risks and opportunities identified The aim of this process was to identify information about climate-related risks and opportunities that could reasonably be expected to affect the Group’s prospects, as well as influence decisions made by the primary users of general-purpose financial reports. Information needs focused specifically on existing and potential investors, lenders, and other creditors in general. The Group will continue to enhance the climate-related risks and opportunities assessment and factor in any events or changes that may occur during future periods (for example, acquisitions and disposals of subsidiaries during the period). Identification of climate-related risks and opportunities The Group adopted a structured and systematic process, informed by several sources, to identify climate-related risks and opportunities. As part of this assessment, consideration was given to the Group’s own operations as well as activities across the upstream and downstream segments of the value chain. The process is summarised in the following table. Amotiv Limited Annual Report 2026 23
Page 33
Climate-related Disclosures Report (continued) Process Detail Understand the Group’s operations, resources and relationships The first step in the process involved developing a clear understanding of the context in which the Group operates. This included consideration of the Group’s business activities, encompassing the Group’s portfolio of products and services, as well as the geographical footprint and the legal and regulatory environments in which Amotiv operates. The Group also evaluated the critical resources on which it relies and the key relationships across its value chain that support the delivery of its operations. A high-level overview of the context considered as part of this assessment is summarised below: Key locations: Amotiv maintains operations across Australia, New Zealand, Thailand, North America, South Korea, China, South Africa, Sweden, and the United Kingdom. The Group’s supply base is primarily concentrated within these markets of operation. However, certain powertrain and undercar products are sourced from suppliers located in Taiwan and Vietnam. Regulations: Amotiv's operations are exposed to regulatory risks from global automotive emissions standards. Key resources: Amotiv’s operations are underpinned by access to several critical resources. These include: • Raw materials and energy required for the manufacturing process, with steel, aluminium, plastic and rubber representing key inputs. • Third-party manufactured products that are integral to the Group’s brands and product offerings. • Access to funding, including bank loans and other financing facilities, to support ongoing operations and strategic initiatives. • Key talent and employees, whose expertise and commitment are fundamental to the Group’s performance and long-term success. Distribution channels: Amotiv distributes its products through wholesale, customer retail, original equipment manufacturer (OEM) and original equipment supplier (OES) channels. The transportation of raw materials and finished goods is facilitated through a range of third-party providers, utilising multiple modes of transport, including shipping, road, and air freight. Identify climate -related risks and opportunities The primary basis for identifying the Group’s climate-related risks and opportunities was the understanding of the Group’s operations and value chain. As part of this assessment, the Group evaluated whether critical resource inputs, key relationships, and interdependencies across the value chain are exposed to climate-related risks or opportunities that may influence the Group’s ability to generate and sustain future cash flows. In addition to the analysis referenced above, the Group drew on a range of internal and external information sources to identify any further climate-related risks and opportunities. The sources included: • The Group’s existing risk management and due diligence processes. • Published research materials. • Climate-related risks and opportunities disclosed by peer entities operating in comparable industries. • Engagement and dialogue with key stakeholders, including employees, lenders, and investment analysts. The Group also consulted with an external climate reporting advisor as part of this process. Climate-related risk and opportunity prioritisation Climate-related risks are prioritised based on their assessed potential impact and likelihood of occurrence. Amotiv prioritises climate-related risks and opportunities assessed as having a potential impact rating of at least 'High' on financial performance, financial position or future cash flows, and a likelihood of occurrence of at least Possible. This prioritisation approach is aligned with Amotiv’s enterprise risk management framework and is used to identify the climate-related risks and opportunities that may reasonably be expected to influence business planning, capital allocation, risk management activities and overall prospects. Assess whether the climate-related risks and opportunities could reasonably be expected to affect the Group’s prospects Only those climate-related risks and opportunities that could reasonably be expected to affect the Group’s financial performance, financial position or cash flows are disclosed in the Group’s climate-related disclosures report. In making this assessment, the Group considered a combination of: • the likelihood of the event occurring, and • the extent of the impact on the Group’s financial prospects if the event did occur. For risks and opportunities that relate to uncertain future events, the Group considered a range of possible outcomes and assigned a likelihood to that range. Where there had been past incidents of an event, a higher likelihood was assigned to a similar event occurring in the future. The outcomes of this assessment were mapped against a risk matrix to highlight those risks and opportunities that could reasonably be expected to influence the Group’s future prospects. The impact of climate-related risks and opportunities was assessed, giving consideration to the potential strategic and geographical effects, and the geographical and value chain exposures. Mitigation actions and plans to remediate The Group has disclosed risks as assessed prior to the consideration of the Group’s prevention and mitigation actions. Final consolidation and approval of climate-related risks and opportunities for the Group The identification and determination of climate-related risks and opportunities involves the application of judgement. These risks and opportunities were identified by key subject matter experts within the Group, and reviewed by the Board Risk, Safety and Sustainability Committee. 24 Amotiv Limited Annual Report 2026
Page 34
Climate-related Disclosures Report (continued) Identification of material information In preparing Amotiv’s climate disclosures, the Group assessed climate-related risks and opportunities in the context of climate reporting as a whole. The judgements applied in determining climate-related risks and opportunities which could affect Amotiv's future prospects (as described in the significant areas of uncertainty section) will be revisited and re-evaluated at each reporting date. Significant judgements, assumptions and measurement uncertainty In preparing this Climate-related Disclosures Report, Amotiv has applied judgement in determining what climate-related information is relevant to primary users of this report. The table below summarises the key areas of judgement, assumption and measurement uncertainty applied in preparing this report. Topic Description Materiality assessment Amotiv has exercised judgement in identifying material information to report on climate-related risks and opportunities, including determining which risks and opportunities could reasonably be expected to affect the Group’s prospects over the short, medium and long term. This assessment considered Amotiv’s operations, value chain, product portfolio, geographic footprint and exposure to the automotive aftermarket and OEM sectors. Judgement was also applied in assessing likelihood, business exposure, strategic relevance and timeframe, using Amotiv’s enterprise risk management framework. These judgements will be revisited at each reporting date as climate-related data, market conditions and the Group’s operating context evolve. Scenario Selection Amotiv has applied judgement in selecting climate scenarios that test both transition and physical climate risks relevant to the Group. Amotiv exercised judgement in translating global and sector-level pathways into assumptions relevant to Amotiv’s operating regions, automotive divisions, and value chain. This includes assumptions and forecasts regarding the pace of carparc electrification. Car parc transition In undertaking scenario analysis, Amotiv has applied judgement in assessing how the transition from internal combustion engine vehicles to hybrid and electric vehicles may affect demand across the Group’s product portfolio over the short, medium and long term. This includes judgement regarding the expected lag between changes in new vehicle sales and corresponding impacts on the automotive aftermarket, as demand for ICE-related replacement parts and services is expected to continue while ICE vehicles remain in operation within the existing car parc. Estimation uncertainty arises because the pace of the vehicle transition is expected to vary by geography, product category and customer segment. Resilience assessment Amotiv has applied judgement in assessing the anticipated financial effects of identified climate-related risks and opportunities. Amotiv has provided qualitative disclosure where quantitative information is not separately identifiable, where measurement uncertainty is too high for point estimates or ranges to be useful, or where data, modelling capability and internal controls are still maturing. Outcome of the process The table below includes the climate-related risks and opportunities that could reasonably be expected to impact the prospects of the Group Risk Risks/Opportunities identified Affected component of value chain Floods & storms Floods and storms have the potential to disrupt manufacturing operations, damage site infrastructure, and delay or halt supply chain and logistics activities. Damage to production facilities may result in interruptions to manufacturing output and delivery schedules, while broader impacts across the value chain—such as shipping constraints or disruptions to customers—may further affect the Group’s operations. Risk identified for own operations and suppliers. Heat stress/ extreme heat An increase in the frequency of extreme heat days, particularly those exceeding 35°C combined with elevated humidity levels, heightens the risk of heat-related illnesses for our people. Such conditions can impair decision-making and reduce workforce productivity, thereby increasing the likelihood of workplace accidents, injuries, and fatalities. Risk identified for own operations and suppliers. Automotive emissions regulation Tightening global vehicle emission standards have the potential to reduce the volume of internal combustion engine (ICE) vehicle sales over the long term. This trend poses the potential to impact the Group’s business units that are directly or indirectly reliant on demand for ICE vehicle components. Risk identified for own operations. Shifting consumer demand Shifting consumer demand from internal combustion engine (ICE) vehicles toward alternative drive trains such as electric vehicles (EVs), driven by accelerating market sentiment for lower‑emission mobility solutions or a Government ban on ICE vehicles has the potential to reduce demand for ICE‑related products and services. Risk identified for own operations. Climate- related regulation Heightened government intervention targeting high‑emission sectors (e.g., automotive) and rising global carbon prices aligned with a 1.5°C pathway have the potential to create uncertainty regarding tariffs and subsidies, increase raw material costs (e.g., steel, rare earth minerals) and drive the uptake of lower‑emission alternatives. Risk identified for own operations and suppliers. Amotiv Limited Annual Report 2026 25
Page 35
Climate-related Disclosures Report (continued) Interaction with material information in the financial statements Climate reporting includes within its scope the effects of risks which might not yet be captured in the financial statements. As a result, the Group might conclude that certain information is material in the context of climate reporting, even if such information would not be material to the financial statements, mainly due to risks and opportunities arising in the value chain and the future-looking nature of climate-related disclosures. Amotiv’s methodologies, data and controls for quantifying climate-related financial effects are continuing to mature. In its first year of reporting, Amotiv has not provided quantitative information where the financial effects are not separately identifiable in conjunction with other factors, where measurement uncertainty is too high for the information to be useful to primary users of this report, or where Amotiv does not yet have the skills, capabilities or resources to provide that information for anticipated financial effects. This includes areas where potential financial effects are influenced by external variables that cannot yet be reliably quantified, including future policy settings, carbon markets, shifting consumer demand, electric vehicle adoption rates, and the pace at which transition-related costs may be incurred, mitigated, recovered or passed through. Amotiv’s assessment of climate-related risks and opportunities was undertaken using a structured qualitative methodology aligned with the enterprise risk management framework. Each identified climate-related risk and opportunity was assessed across multiple variables, including likelihood of occurrence, business exposure and strategic relevance. The assessment also considered Amotiv’s geographic and operational diversity, the nature of its product portfolio, its exposure to automotive aftermarket and OEM channels, and the resilience of its sourcing and distribution model. Based on this assessment, management has provided qualitative disclosure of the potential effects of identified climate-related risks and opportunities. Management has determined that providing point estimates, ranges or a single aggregated financial impact at this stage could imply a level of precision that does not currently exist and may not faithfully represent the nature, timing or magnitude of potential financial effects. Amotiv will continue to develop its climate-related data, methodologies, modelling capability and internal controls to support more mature financial quantification in future reporting periods. 26 Amotiv Limited Annual Report 2026
Page 36
Climate-related Disclosures Report (continued) 2. Governance Board The Board retains ultimate responsibility for setting and overseeing the Group’s strategy, business plans, annual budgets, climate-related targets and risk management framework. In discharging these responsibilities, the Board considers climate-related risks and opportunities as part of strategic decision-making, capital allocation, and long-term value creation. The Board has oversight of the climate-related risks and opportunities through the Risk, Safety & Sustainability Committee (RSSC) and the Audit Committee, which meet at least every quarter. This includes: • The annual ESG strategy update, covering progress against emission-reduction targets, climate risk management, and sustainability initiatives. • Updates from the Risk, Safety & Sustainability Committee (RSSC) on climate risk assessments and scenario analysis. • Climate reporting updates and ad-hoc updates in response to emerging risks or regulatory changes. The Board and Committee Charters can be found at Corporate Governance | Amotiv Limited. In FY26, the Board reviewed and approved the Amotiv Carbon Neutral Roadmap, on recommendation from the RSSC. There were no major transactions during the year ended 30 June 2026. Accordingly, the Board was not required to consider material trade-offs during the reporting period. The Board delegates responsibility for specific climate-related matters to the RSSC and to management, as outlined below. Risk, Safety & Sustainability Committee The RSSC is a delegated committee of the Board 1 and is responsible for: • Assessing the Group's exposure to climate-related risks and opportunities (both transition and physical risks). • Reviewing the adequacy of the Group’s risk management processes for identifying, monitoring, and managing climate- related risks. • Overseeing the Group’s approach to scenario analysis to evaluate the potential financial and operational impacts under different climate pathways. • Reviewing and monitoring the implementation of the Group's Carbon Neutral Roadmap and related climate initiatives. • Monitoring progress towards climate-related targets quarterly. Audit Committee The Audit Committee is a delegated committee of the Board1 and is responsible for: • Overseeing financial and other periodic corporate reporting • Reviewing climate-related disclosures under the AASB S2 and recommending for approval by the Board Management of climate-related matters Amotiv’s Managing Director and Chief Executive Officer (CEO) has overall responsibility for the Group’s operational, financial, and business performance. The CEO is directly accountable for ensuring that climate-related risks and opportunities are integrated into business strategy and operations. The CEO is supported by the Chief Financial Officer (CFO), Chief Risk & Sustainability Officer (CRSO), and Chief Growth & Transformation Officer in managing climate-related matters. Together, these executives report to the Board every quarter through the RSSC and Audit Committee on matters related to financial planning, risk management, sustainability initiatives, and strategic innovation. Management plays a key role in implementing and monitoring the effectiveness of governance processes, controls, and procedures, including: • Setting climate-related targets and strategies for the Board to ultimately endorse. • Driving progress toward carbon-neutral operations. • Tracking performance against climate-related commitments and reporting outcomes to the RSSC and the Board. • Prioritising and monitoring climate-related risks and opportunities. Amotiv’s executive remuneration framework does not include climate-related targets. Climate-related skills and experience The Board annually reviews the skills, experience, expertise, and diversity represented by Directors across the Board and its Committees to ensure appropriate skills and experience are available to monitor execution of the Group’s strategy, and undertakes an annual Board Performance Assessment. This review assesses whether the current composition continues to cover the skills required to address existing and emerging business and governance issues, including climate-related risks and opportunities. To support this process, the Board maintains a skills matrix and profile of existing members, which specifically references capabilities in sustainability, climate governance, and risk management. The Board has determined that it has an appropriate mix of skills, experience, and perspectives to effectively fulfil its role, including the oversight of strategies to manage climate-related risks and opportunities. 1. Refer to the Director's Report for information on membership of the respective committees. Amotiv Limited Annual Report 2026 27
Page 37
Climate-related Disclosures Report (continued) Risk management The Group applies structured processes and policies to identify, assess, and manage climate-related risks. This process incorporates both qualitative and quantitative factors, taking into account the nature, likelihood, and potential magnitude of identified risks. Once climate-related risks and opportunities are identified, Management applies a prioritisation and monitoring process that is fully integrated into the Group’s Enterprise Risk Management (ERM) framework. Oversight of this framework is provided by the Board and the Risk, Safety and Sustainability Committee (RSSC). This integrated approach is designed to ensure that climate-related risks are not treated in isolation, but are considered alongside other strategic, operational, financial, and compliance risks that may impact the Group. 28 Amotiv Limited Annual Report 2026
Page 38
Climate-related Disclosures Report (continued) 3. Overview of the Group and value chain Amotiv's businesses specialise in the automotive aftermarket and Original Equipment Manufacturer (OEM) products and services. Our value chain The Group’s primary business activities relate to the manufacturing, marketing, and distribution of automotive aftermarket and OEM products and services. These products are sold under several brand names, reaching customers through both the wholesale channel and a network of independent resellers and stockists. The Group’s key divisional activities, geographical locations, and contribution to revenue are summarised below: Division Activity Revenue % Geographical Locations Potential Climate- related Vulnerability / Alignment 4WD Accessories & Trailering Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and OEM customers 35.9% • Australia (manufacturing & distribution) Physical risk / Transition risk • New Zealand (manufacturing & distribution) Transition risk • Thailand (Manufacturing) Physical risk / Transition risk • South Africa (Manufacturing) Physical risk / Transition risk • North America (distribution) Transition risk • Europe (distribution) Transition risk • China (OEM sales & sourcing) Physical risk / Transition risk • Japan (OEM sales & sourcing) Transition risk Lighting, Power & Electrical Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for a wide variety of vehicles for the automotive aftermarket and OEM customers. 30.9% • South Korea (manufacturing) Physical risk / Transition risk • China (manufacturing & distribution) Physical risk / Transition risk • Australia (distribution) Transition risk • New Zealand (distribution) Transition risk • Sweden / Europe (distribution) Transition risk • North America (distribution) Transition risk Powertrain & Undercar Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products for the automotive aftermarket. 33.2% • Australia (manufacturing & distribution) Physical risk / Transition risk • New Zealand (distribution) Transition risk • North America (distribution) Transition risk • Middle East & Europe (distribution) Physical risk / Transition risk To deliver its products and services, the Group is reliant on a diverse network of entities, people, and resources across its value chain. These include: • Suppliers – providing raw materials, components, and plant and equipment required for the Group’s manufacturing operations • Employees and Contractors – whose expertise, innovation, and service delivery underpin the Group’s ongoing success. • Transportation and Logistics Partners – ensuring the efficient distribution of products to wholesale customers, resellers, and stockists across multiple geographies. • Customers – whose purchasing decisions and preferences ultimately drive demand for the Group’s products and services. The table below summarises the Group’s key upstream and downstream value chain relationships: Amotiv Limited Annual Report 2026 29
Page 39
Climate-related Disclosures Report (continued) Value chain Category Examples Primarily geographical locations where activity occurs Upstream value chain Purchased goods and services Steel, aluminium, rubber, plastic, filter media, copper, silicone, lithium and polycarbonate China, Thailand, Vietnam, Hong Kong, South Korea, Australia Purchased goods - 4WD components China, Australia, Thailand, New Zealand, Taiwan, United States Purchased goods – powertrain and undercar products China, Taiwan, Vietnam, United States, Japan, South Korea, Purchased goods – lighting power & electrical products China, Taiwan, Australia, New Zealand, South Korea, United States Upstream transportation and distribution Transportation of raw materials and purchased goods Multiple locations of suppliers Business travel Employee travel for business purposes, including air travel and other work-related travel Multiple locations across the Group’s operations Employee commuting Employee travel between home and work locations Multiple locations across the Group’s operations Waste generated in operations Waste generated from manufacturing, warehousing and office operations Multiple locations across the Group’s operations Downstream value chain Downstream transportation and distribution The downstream transportation of finished goods, facilitated through a range of third-party providers, utilising multiple modes of transport, including shipping, road, and air freight. Australia, New Zealand, Thailand, South Africa, Sweden, United States, Europe, China Processing, use and end-of-life treatment of sold products Lighting, power and electrical customers Australia, New Zealand, United States, China, Sweden, Europe 4WD trailering and accessories customers Australia, New Zealand, Thailand, China, South Africa, United States Powertrain and undercar customers Australia, New Zealand, United States 30 Amotiv Limited Annual Report 2026
Page 40
Climate-related Disclosures Report (continued) 4. Metrics and Targets Scope 1 and 2 GHG emissions Emissions (Absolute Gross, tCo2e) FY26 Distribution FY26 Manufacturing FY26 Total Scope 1 713 1,913 2,626 Scope 2 (location-based) 1,088 6,037 7,126 Total Scope 1 and 2 (gross) 1,801 7,951 9,752 Emissions included in the table above are the same as for the consolidated accounting Group. The Group does not have any other investees. Amotiv calculates its Scope 1 and 2 emissions in line with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard (2004). For Amotiv businesses, Scope 1 emission sources typically include Natural Gas and Transport Fuel, and Scope 2 predominantly includes purchased electricity. Amotiv reports location-based Scope 2 emissions. Select Australian businesses procure accredited GreenPower through their individual retail electricity supply contracts. In addition, Amotiv procures GHG emissions offsets in Australia, which include the purchase and surrender of Large-scale Generation Certificates (LGCs), which are procured separately from electricity supply and retired against the relevant reporting period’s electricity consumption. Amotiv also procures and retires eligible carbon credits to offset emissions. Carbon credits represent verified emissions reductions or removals and are uniquely serialised, tracked and retired through the relevant programme registry. Subsequent to 30 June 2026, the Group procured and retired 521 MWh of LGCs, in addition to 800 tCO2-e of carbon credits. If the carbon credits and LGCs are applied against the Distribution businesses’ Scope 1 and Scope 2 footprint for the year ended 30 June 2026, the Group’s Distribution businesses will be in a net carbon-neutral position. Amotiv monitors its location-based and market-based emissions. Australia and Thailand account for approximately 55% and 31% of gross Scope 2 emissions respectively. Applying residual mix Scope 2 GHG emissions factors set out within the National Greenhouse Accounts Factors 2025 for Australia and International Energy Agency for Thailand, together with the application of LGCs and Carbon Credits noted above, the Group’s net Scope 2 emissions for the year would be 7,103 tCO2-e. When there are changes in Amotiv’s site portfolio, the Group only reports data from the period where these sites were within our operational control. During the year, Amotiv did not use an internal carbon price. Targets Managing climate-related risks is increasingly important to society, customers, and regulators. Amotiv aims to contribute to the collective action needed to limit global warming by both decarbonising its energy consumption and developing automotive products and services to support Electric Vehicles. Amotiv has established a staged approach to achieving carbon neutrality for its net Scope 1 and Scope 2 market-based emissions: • Distribution businesses1: Carbon Neutral2 for Scope 1 and Scope 2 emissions by 2025, and maintained thereafter. • Manufacturing businesses1: Carbon Neutral2 for Scope 1 and Scope 2 emissions by 2028. 1. Amotiv categorises its businesses into Manufacturing and Distribution. Distribution businesses include BWI ANZ, Ryco, Wesfil, Australian Clutch Services, IMG, and Parkside Towbars. Manufacturing businesses include APG, ECB, DBA and Vision X. 2. To become carbon neutral, organisations calculate the greenhouse gas emissions generated by their activity and endeavour to reduce emissions where practical by changing the way they operate, investing in new technology and/or purchasing renewable energy. Any remaining emissions can be 'cancelled out' by carbon credits. Carbon credit units are generated from activities that prevent, reduce or remove greenhouse gas emissions from being released into the atmosphere. When credits purchased equal the emissions produced by the organisation, the organisation is considered carbon neutral. Amotiv Limited Annual Report 2026 31
Page 41
Climate-related Disclosures Report (continued) Target: Carbon Neutral across Scope 1 and 2 emissions by 2028 Metric Net Scope 1 and Scope 2 GHG emissions (tCO2-e) Objective Mitigation of Scope 1 and 2 GHG emissions Scope Distribution and manufacturing businesses within Amotiv’s target boundary Target Period 2028 Target type (absolute or intensity) Net GHG emissions target Gross emissions target The Group’s 2028 target is a net emissions target, supported by initiatives to reduce operational emissions before addressing residual emissions through renewable energy certificates and carbon credits. Amotiv has not established a separate quantitative gross Scope 1 and Scope 2 emissions-reduction target. Interim milestone Carbon neutrality across Distribution businesses achieved by 2025 and maintained thereafter Target-setting approach The target was developed based on Amotiv’s Scope 1 and Scope 2 emissions profile, identified emissions- reduction opportunities and the expected management of residual emissions. The target was not derived using a sectoral decarbonisation approach. Carbon Credits Carbon credits are expected to be used to address residual emissions remaining after practicable emissions- reduction measures have been implemented. Further information is provided in the paragraphs below. Review process Progress against the target is reviewed annually by the RSSC as part of Amotiv’s ESG governance processes. Revisions During the year, the Board approved an accelerated pathway to achieve carbon neutrality across the Group by 2028, bringing forward the original 2030 target by two years. Target setting process and review approach Progress against climate-related targets is reviewed annually by the Board, through the RSSC. Any revisions to the targets are made based on the outcomes of annual reviews, subject to approval by the Board. If a target is found to be either too ambitious or not ambitious enough, adjustments are made accordingly. In June 2026, the Board approved an accelerated implementation plan to deliver the target by 2028. Planned use of carbon credits to achieve its targets Carbon credits are expected to complement Amotiv’s emissions reduction efforts by addressing residual Scope 1 emissions as the Group progresses toward its carbon neutrality target. Where required to achieve a net carbon neutral position, Amotiv will disclose the volume of credits retired and key information about the credits used, including their type and verification scheme. Purchased electricity is the single biggest contributor to Amotiv's emissions profile The Group's gross Scope 1 and 2 emission footprint is 9,752 tCO2e . An internal assessment shows about 73% of Amotiv's total Scope 1 and Scope 2 greenhouse gas emissions come from purchased electricity; with smaller contributions from natural gas and transport fuel. The Group is focused on three main decarbonisation efforts: 1) Procuring renewable electricity, 2) Implementing onsite renewables, such as solar panels on rooftops; and 3) Improving energy efficiency. These efforts will be supplemented by purchasing carbon credits to achieve a carbon-neutral position and exploring ways to further reduce emissions from natural gas, LPG and transport fuel through partial electrification of vehicle fleet. 32 Amotiv Limited Annual Report 2026
Page 42
Climate-related Disclosures Report (continued) Calculating operational emissions The following table outlines the Group's Scope 1 and Scope 2 emissions sources and the emissions factors used to calculate emissions reported within this Annual Report. Scope Scope category Description Data source Units Emissions factor source 1 Natural Gas Emissions from the consumption of natural gas in manufacturing and distribution properties under the Group’s operational control. Natural gas usage invoices GJ National Greenhouse Accounts Factors 2025 (Australia) MfE NZ, Measuring Emissions Guide 2025 (New Zealand) U.S. EPA GHG Emission Factors Hub 2025 (United States) LPG Emissions from the consumption of LPG bottles in manufacturing and distribution properties under the Group's operational control. Usage of LPG includes powering forklifts and other machinery. LPG usage invoices Kg National Greenhouse Account Factors 2025 (Australia) MfE Measuring Emissions Guide 2025 (New Zealand) Transport Fuel Mobile combustion emissions from the burning of diesel, ethanol E10 and petrol fuel from the business use of our tool- of-trade vehicle fleet under the Group’s operational control as defined under the GHG Protocol during the reporting year. Custom Fleet monthly report Transaction listings/invoices from non-ANZ sites Litres National Greenhouse Accounts Factors 2025 MfE Measuring Emissions Guide 2025 (New Zealand) Thailand Greenhouse Gas Management Organisation, Carbon Footprint for Organisation Emission Factors (Thailand) 2 Purchased electricity Indirect emissions from the electricity used by corporate, distribution centres and manufacturing facilities leased by the Group during the reporting period under the Group’s operational control. • Energy broker data feed based on retailer invoices • Energy provider data feed • Invoices from electricity retailer kWh National Greenhouse Accounts Factors 2025 (Australia) MfE Measuring Emissions Guide 2025 (New Zealand) Thailand Greenhouse Gas Management Organisation, Carbon Footprint for Organisation Emission Factors (Thailand) U.S. EPA GHG Emission Factors Hub 2025 (United States) Amotiv Limited Annual Report 2026 33
Page 43
Climate-related Disclosures Report (continued) 5. Climate-related Risks and Opportunities (CRROs) Climate-related risks and opportunities which may impact the business The physical impacts of climate change and the global transition towards a net-zero emissions economy are expected to affect aspects of the Group’s business and value chain to varying degrees. The Board recognises that the Group also contributes to climate-related impacts and therefore seeks to minimise its environmental footprint while actively managing climate-related risks and pursuing opportunities associated with the transition to a lower-carbon economy. The Group has undertaken an assessment of current and anticipated climate-related risks and opportunities across its operations and value chain. This assessment considered both climate-related physical and transition risks, as well as climate-related opportunities for innovation and growth. The Group’s assessment identified the following climate-related risks and opportunities that could reasonably be expected to affect the Group’s prospects, financial performance, financial position, cash flows, and access to finance or cost of capital over the short, medium or long-term. Time Horizons The Group defines the time horizons based on when the climate-related risks and opportunities could reasonably be expected to occur. At the end of the reporting period, the following time horizons were identified – these align with timeframes used for strategic decision-making: • Short term (0-3 years) • Medium term (4-10 years) • Long term (11-15 years) Effects of identified risks on the Group’s business model For each of the climate-related risks and opportunities identified, the Group has assessed the potential effects on its strategy and business model using a structured qualitative assessment aligned with Amotiv’s enterprise risk management framework. Each risk and opportunity was assessed against likelihood, potential financial effect, business exposure, strategic relevance and expected timeframe. Based on this assessment, Management has not identified any individual climate-related risk or opportunity, or combination of climate-related risks and opportunities, that had any significant impact on the Group's strategy, financial position, financial performance, or cash flow in the current reporting period. By integrating these risks and opportunities into strategic planning, the Group aims to effectively manage the financial, operational, and reputational implications of climate change. There is a high degree of measurement uncertainty associated with the anticipated financial effects of evolving automotive emissions and climate-related regulations, together with shifting consumer demand. This uncertainty reflects differences in the timing, scope and implementation of regulatory requirements across jurisdictions, as well as uncertainty regarding changes in vehicle technology, customer preferences and the composition of the vehicle parc. Amotiv has determined that the level of measurement uncertainty is such that quantitative estimates would not currently provide reliable or decision-useful information. Accordingly, Amotiv has assessed and disclosed the anticipated financial effects of these climate-related risks qualitatively across the short, medium and long term. Additionally, there is a high degree of measurement uncertainty associated with the anticipated financial effects of physical climate risks, including floods, storms and extreme heat. This uncertainty reflects the variability in the location, timing, frequency, duration and severity of physical climate events, as well as uncertainty regarding the extent of disruption to Amotiv’s operations, supply chains, transport networks, customers and other critical infrastructure. The financial effects may also vary depending on the availability of alternative suppliers and distribution routes, the duration of operational disruption, inventory levels, insurance coverage and recoveries, and the effectiveness of existing resilience and business continuity measures. 34 Amotiv Limited Annual Report 2026
Page 44
Climate-related Disclosures Report (continued) Qualitative definition Indicative financial characteristics Limited The climate-related risk or opportunity is not expected to have a meaningful effect on the Group's financial position, financial performance or cash flows. Effects are expected to be manageable through normal operating activities, existing budgets, pricing arrangements or inventory management. No material asset impairment, restructuring or significant capital expenditure is anticipated. Intermediate The climate-related risk or opportunity could have a noticeable effect on specific business units, products, operations or financial metrics, but is not expected to significantly affect the Group as a whole. Potential effects may include localised margin pressure, higher operating or insurance costs, inventory provisions, incremental capital expenditure, temporary business interruption or product- mix changes. Management actions are expected to substantially mitigate the Group-level effect. Significant The climate-related risk or opportunity could have a substantial effect on the Group's financial position, financial performance or cash flows, either individually or in combination with other risks. Potential effects may include material revenue reduction, sustained margin compression, significant inventory write-downs, impairment of assets or brands, major capital expenditure, extended operational disruption, increased funding requirements or material changes to the business model. The table below summarises the key climate-related risks which could reasonably be expected to impact the Group's prospects, their potential impact on the Group, and the mitigation activities in place to address them. Floods & Storms (Physical Risk) Nature of risk and impact Adverse extreme weather events related to floods and storms may cause disruptions to manufacturing processes, damage infrastructure at sites and/or halt or delay supply chain and logistics activities. Infrastructure damage impacting upstream and direct manufacturing facilities can lead to production and delivery delays as well as impacting our customers. The Group's 4WD accessories and trailering parts manufacturing facility is in Chon Buri, Thailand and is subject to heavy rains, thunderstorms and flash floods due to the monsoon systems. The Group also has manufacturing operations in Queensland, Australia, which lies directly in the path of tropical cyclones. These systems bring intense rainfall, storm surges, and destructive winds, often leading to flash flooding. Increased risks of storms and floods may also impact the Group's cost of, or access to insurance coverage. Mitigation and adaptation • Geographical diversification of manufacturing sites and supply chains. • Maintaining supply chain resilience through a broad range of suppliers. • Maintaining operational and infrastructure resilience through site design, flood defences and back-up utilities. • Business resilience modelling and response plans. Financial statement impact Impact to revenue, operating expenses, inventory, property, plant and equipment, impairment expense, insurance receivables and operating cash flows. Time horizons and financial impact Short term Limited Impact Medium term Limited Impact Long term Intermediate Impact Sensitivity to climate scenarios • Under the low-warming (1.5°C) scenario, the frequency and severity of floods and storms are expected to remain comparatively lower over the short to medium term. • Under the high-warming (>2.5°C) scenario, the increasing frequency and severity of floods and storms over the medium to long term may adversely affect productivity and operational continuity. Amotiv Limited Annual Report 2026 35
Page 45
Climate-related Disclosures Report (continued) Heat stress/extreme heat (Physical Risk) Nature of risk and impact Extreme heat poses a growing operational risk for the Group, particularly for operations within Australia, South Africa and Thailand. An increase in the frequency of days with temperatures exceeding 35°C, combined with high humidity levels, can lead to a greater risk of heat-related illnesses. These illnesses can negatively impact decision-making and reduce productivity, resulting in a higher number of accidents, injuries, and fatalities. Extended periods of higher temperatures can affect the Group’s operations, including through equipment overheating. Other effects include impacts on the health and safety of our workers in warehouses and increased demand for cooling. Mitigation and adaptation • Geographical diversification of manufacturing sites and supply chains. • Maintaining the health, safety and wellbeing of our employees through workforce scheduling to limit prolonged exposure, rest and hydration protocols, and adequate training and awareness. Financial statement impact Impact to revenue, operating expenses, property, plant and equipment, provisions and operating cash flows. Time horizons and financial impact Short term Limited Impact Medium term Limited Impact Long term Intermediate Impact Sensitivity to climate scenarios • Under the low-warming (1.5°C) scenario, the frequency of extreme heat days are expected to remain comparatively lower over the short to medium term. • Under the high-warming (>2.5°C) scenario, the increasing frequency and severity of extreme heat days over the medium to long term may adversely affect productivity and operational continuity. Automotive emissions regulations (Transition Risk) Nature of risk and impact The Group is exposed to regulatory risks arising from the tightening of global automotive emissions standards and policies designed to accelerate the transition to low- and zero-emission vehicles. Governments in the Group’s key markets (including Australia, New Zealand, North America, Europe, South Korea, China, and South Africa) are progressively introducing stricter vehicle emissions limits, fuel efficiency targets, and electrification incentives. This could reduce demand for certain traditional internal combustion engine (ICE) components and consumables as markets transition to hybrid and electric vehicle (EV) platforms. Mitigation and adaptation • The Group continues to focus on portfolio diversification across customer and product segments. • Continued engagement in the circular economy for EV batteries and the repair and remanufacture of automotive electronics and electrification systems. • Ongoing horizon scanning and engagement with industry bodies to anticipate and respond to regulatory changes. • Ongoing investment in product development for innovative products in our market segments. Financial statement impact Impact to revenue, cost of sales, operating expenses, inventory, property, plant and equipment, intangible assets, impairment expense and operating cash flows. Time horizons and financial impact Short term Limited Impact Medium term Intermediate Impact Long term Intermediate Impact Sensitivity to climate scenarios • Under the low-warming (1.5°C) scenario, governments are expected to pursue more rapid and stringent automotive emissions regulation to support an accelerated transition to lower-emissions transport. This may increase compliance requirements, shorten product transition periods and reduce demand for internal combustion engine-related products over the long-term. • Under the high-warming (>2.5°C) scenario, automotive emissions regulation is expected to progress more slowly or unevenly across jurisdictions, resulting in a more gradual transition away from internal combustion engine vehicles. 36 Amotiv Limited Annual Report 2026
Page 46
Climate-related Disclosures Report (continued) Shifting consumer demand (Transition Risk) Nature of risk and impact The global transition towards hybrid and electric vehicles (EVs) is reshaping consumer expectations and purchasing behaviour in the automotive sector. Customers are increasingly seeking products and services that are compatible with low- and zero-emission vehicles, while showing declining interest in traditional internal combustion engine (ICE) parts and consumables. This shift creates a potential structural risk for ICE-related product lines in the long term, resulting in reduced demand, decreased revenues and reduced margins. Mitigation and adaptation • The Group continues to focus on portfolio diversification across customer and product segments. • Continued engagement in the circular economy for EV batteries and the repair and remanufacture of automotive electronics and electrification systems. Remanufacturing and repair • Strengthening marketing, branding, and customer education around sustainability-oriented product innovation. • Ongoing investment in product development for innovative products in our market segments. • Consumer and market trend monitoring to anticipate shifts in demand and adapt strategies accordingly. • Ongoing leverage of non-ICE opportunities and optimising existing ICE leadership positions Financial statement impact Impact to revenue, cost of sales, inventory, property, plant and equipment, intangible assets, impairment expense and operating cash flows. Time horizons and financial impact Short term Limited Impact Medium term Intermediate Impact Long term Intermediate Impact Sensitivity to climate scenarios • Under the low-warming (1.5°C) scenario, consumer preferences are expected to shift more rapidly towards lower-emissions vehicles and related technologies. • Under the high-warming (>2.5°C) scenario, consumer preferences are expected to shift more gradually and unevenly across markets, with affordability, vehicle availability and infrastructure constraints slowing adoption of lower-emissions vehicles. Climate-related regulation (Transition Risk) Nature of risk and impact The Group is exposed to risks from evolving climate-related regulations, including the introduction or escalation of carbon pricing mechanisms (such as emissions trading schemes and carbon taxes), which may increase operating and input costs. In addition, government political uncertainty and divergent international climate policies have the potential to create complexity across the Group’s global operations. Simultaneously, there is potential for the Group’s supply chain partners and customers to raise their expectations for climate action and ESG performance, requiring demonstrable commitments to carbon reduction, emissions reporting, and sustainable sourcing. Mitigation and adaptation • The Group actively monitors climate policy and regulatory developments across all jurisdictions, with regular updates to the Board and Risk, Safety and Sustainability Committee (RSSC). • The Divisions continue to work closely with suppliers to ensure alignment with ESG and climate expectations, including emissions reporting, sustainable sourcing, and resilience measures. • The Group embeds emissions reduction and carbon-neutral targets into operations, manufacturing, and logistics planning. • Continued focus on sustainable packaging principles to reduce waste. • The Group's Australian Distribution businesses procure accredited GreenPower through individual retail electricity supply contracts. • The deployment of solar energy is funded by relevant landlords and therefore does not require capital expenditure by the Group. Financial statement impact Impact to revenue, cost of sales, operating expenses, inventory, property, plant and equipment, intangible assets, provisions, impairment expense and operating cash flows Time horizons and financial impact Short term Limited Impact Medium term Intermediate Impact Long term Intermediate Impact Sensitivity to climate scenarios • Under the low-warming (1.5°C) scenario, governments are expected to introduce more stringent and rapidly evolving climate-related regulation to support accelerated emissions reduction. • Under the high-warming (>2.5°C) scenario, climate-related regulation is expected to develop more slowly, unevenly or reactively across jurisdictions. Amotiv Limited Annual Report 2026 37
Page 47
Climate-related Disclosures Report (continued) Scenario Analysis Scenario analysis is used to examine a range of plausible future climate outcomes and assess the resilience of the Group’s business model to climate-related risks and opportunities. The analysis is inherently subject to limitations, as it relies on assumptions that may not materialise and does not represent a forecast of expected outcomes. Actual impacts may differ due to factors beyond those assumed. In 2025, Amotiv undertook climate scenario analysis across two scenarios to inform its understanding of the potential impacts of climate change under differing climate pathways. The scenarios were selected in alignment with the requirements of AASB S2 and the Corporations Act 2001 to capture both transition risks associated with the global shift to a low-carbon economy and physical risks arising from the direct impacts of climate change. The selection was informed by peer benchmarking, industry research, and input from internal stakeholders across the Group. The Group’s current scenario modelling has been undertaken primarily on a qualitative basis. The complexity of the value chain presents challenges in developing a comprehensive and robust quantitative assessment, highlighting the need to further enhance modelling methodologies, data infrastructure and external support. Initiatives are underway to strengthen these capabilities and support the progressive enhancement of climate-related disclosures in future reporting periods. Accordingly, the focus for the current year has been on providing meaningful qualitative insights, with the intention to expand quantitative analysis as processes and capabilities mature. 38 Amotiv Limited Annual Report 2026
Page 48
Climate-related Disclosures Report (continued) Scenario Overview Scenario Low Warming Scenario High Warming Scenario Scenario Narratives This scenario reflects a future in which global and domestic policy, technology and market settings align with the objectives of the Paris Agreement and support a transition to net zero emissions by 2050. It assumes accelerated decarbonisation across key sectors, including transport and energy, supported by stronger policy intervention, electrification, renewable energy deployment, technological innovation and shifts in consumer and customer preferences. For the Group, this scenario is used to test the potential implications of a faster transition away from internal combustion engine vehicles and towards electric powertrains. This scenario represents a future in which global and domestic mitigation efforts remain insufficient to limit warming to Paris-aligned levels. It assumes slower policy implementation, continued reliance on fossil fuels, slower technological transition and delayed or uneven uptake of lower-emission technologies across markets. For the Group, this scenario is used to test the potential implications of a slower carparc transition, alongside increasing exposure to physical climate risks that may affect operations, infrastructure, logistics and supply chains over time. Scenario temperature alignment by 2100 ~1.5°C ~2.5-3°C Rationale for selection This scenario has been selected to assess the resilience of the Group’s strategy and business model under a faster transition to a lower-emissions economy, including accelerated electrification of the carparc across key markets in which the Group operates. The scenario is relevant to the Group because changes in the relative share of ICE and non-ICE vehicles may influence long-term demand across aftermarket product categories. This scenario has been selected to assess the resilience of the Group’s strategy and business model under a slower and more fragmented transition pathway, combined with higher exposure to physical climate risks over time. The scenario is relevant to the Group because a slower carparc transition may support continued demand for ICE-related aftermarket products for longer, while increasing potential exposure to climate-related disruption across operations, logistics, infrastructure and supply chains. Key data sources CSIRO/AEMO EV projection scenario data – accelerated transition pathway; NGFS: Net Zero 2050; IPCC: SSP1-1.9 / SSP1-2.6; IEA: Net Zero Emissions by 2050 CSIRO/AEMO EV projection scenario data – slower growth pathway; NGFS: Current Policies; IPCC: SSP3-7.0 / SSP5-8.5; RCP8.5, where referenced by physical climate datasets Key scenario characteristics The global economy undergoes a significant and rapid transformation driven by the transition away from fossil fuels. Emissions decline rapidly to achieve net zero by 2050, supported by accelerated adoption of renewable energy, electrification and moderate deployment of carbon dioxide removal technologies. Global emissions remain elevated due to limited policy intervention, slower technology deployment and continued reliance on fossil fuels. Decarbonisation occurs more gradually and unevenly across regions and sectors. The carparc transition is slower, with ICE vehicles remaining a significant share of the vehicle parc for longer. Physical climate risks increase over time under this scenario, with more severe and frequent climate-related hazards potentially affecting supply chain networks, productivity, and operating costs. Key Assumptions Climate-related policies Coordinated and increasingly stringent climate policies are implemented across major economies, including carbon pricing, emissions standards, fuel efficiency requirements and electrification targets. Existing policies are largely maintained with limited additional mitigation measures, resulting in a slower and less consistent pace of regulatory change. Macroeconomic trends Economies experience short-term adjustment pressures, followed by stronger long-term growth supported by clean energy investment, technological innovation and productivity gains. Economic growth continues but is increasingly constrained by rising costs associated with physical climate impacts, including pressures on inflation, supply chains and capital allocation. National/ regional variables Physical climate impacts are relatively more contained, with increased but stabilised exposure to heatwaves, flooding, storms and weather variability. Physical risks intensify, with more frequent and severe extreme weather events, including flooding, and sustained heat, disrupting infrastructure, supply chains and economic activity. Energy usage and mix Rapid electrification and a significant shift towards renewable energy, resulting in a structurally lower reliance on fossil fuels. The global energy system remains more dependent on fossil fuels, with slower adoption of clean energy technologies. Technology developments Accelerated innovation and deployment of low- emissions technologies, including electrification, renewable energy, energy storage, and carbon capture and storage. Technological progress is more gradual, with continued reliance on established and emissions-intensive systems. Amotiv Limited Annual Report 2026 39
Page 49
Climate-related Disclosures Report (continued) Low Warming Scenario Global net zero emissions are achieved by 2050, limiting the increase in average global temperatures to 1.5°C above pre-industrial levels. Transport decarbonisation accelerates early, with rapid tightening of vehicle emissions standards, electrification of fleets, and supply chain decarbonisation requirements. Investment shifts towards EV platforms, electronics, and low-carbon materials, while ICE-related aftermarket demand structurally declines over time. Overall physical risk exposure: Intermediate Overall transition risk exposure: Intermediate Short-term (0 to 3 years): 2026 - 2029 Medium-term (4 to 10 years): 2030 - 2036 Long-term (11 to 15 years): 2037 - 2041 Physical risk exposure: Limited Transition risk exposure: Limited Physical risk exposure: Intermediate Transition risk exposure: Intermediate Physical risk exposure: Intermediate Transition risk exposure: Intermediate Early impacts of climate change are beginning to manifest across operations and supply chains, with increased exposure to flooding and elevated heat conditions. Rising incidence of extreme heat events is contributing to reduced workforce productivity across key operating regions. Weather-related disruptions to logistics networks, including port congestion and shipping delays, are increasing supply chain variability and complexity. Automotive emissions regulation is tightening, supported by early policy signals across multiple jurisdictions. Electric vehicle adoption is accelerating, resulting in the early stages of a shift in aftermarket demand. Customers, including OEMs and major retailers, are increasingly requiring enhanced emissions transparency and reduction commitments from suppliers, particularly in relation to Scope 3 emissions. Emerging regulatory requirements, including carbon reporting obligations, the Carbon Border Adjustment Mechanism and fuel efficiency standards, are increasing compliance demands. Demand is progressively shifting away from traditional internal combustion engine components, such as filters and engine parts, towards electrical, lighting and power management product categories. There is an increasing frequency and severity of weather events, including floods, cyclones and storms. Prolonged exposure to elevated temperatures drives higher operating costs, including increased cooling requirements and unplanned downtime, while also reducing labour productivity. Ongoing stress on critical infrastructure, including ports and road networks, is contributing to greater supply chain inefficiencies. The rapid electrification of vehicle fleets is expected to reduce demand for internal combustion engine-related aftermarket products over time. Global emissions standards are converging and tightening, with the introduction of zero- emission vehicle mandates. Decarbonisation across supply chains is accelerating, leading to increased input costs for carbon-intensive materials such as steel and aluminium. There is growth in electric vehicle-related aftermarket categories, including electronics, battery systems, thermal management and associated accessories. Under a 1.5°C pathway, physical climate risks are expected to stabilise, although residual exposure to extreme weather events remains. The global transport system is expected to be largely decarbonised, with electric vehicles representing the majority of new vehicle sales and an increasing proportion of the vehicle parc. The internal combustion engine vehicle parc is expected to decline, resulting in reduced demand for traditional aftermarket product categories. Carbon pricing mechanisms and climate- related regulation are expected to be fully embedded across markets and largely reflected within prevailing business models. The Group is expected to operate within a structurally transformed aftermarket ecosystem, shaped by electrification and decarbonisation trends. 40 Amotiv Limited Annual Report 2026
Page 50
Climate-related Disclosures Report (continued) High Warming Scenario A failure of existing policies and commitments under the Group’s view of the world may result in limited implementation of robust climate regulations, leading to a trajectory of more severe climate change outcomes. Government responses to climate change are delayed, with mitigation and adaptation measures to reduce emissions progressing slowly or being deferred. In this scenario, an absence of coordinated and effective policy across multiple jurisdictions results in a higher- warming pathway. Overall physical risk exposure: Intermediate Overall transition risk exposure: Intermediate Short-term (0 to 3 years): 2026 - 2029 Medium-term (4 to 10 years): 2030 - 2036 Long-term (11 to 15 years): 2037 - 2041 Physical risk exposure: Limited Transition risk exposure: Limited Physical risk exposure: Intermediate Transition risk exposure: Intermediate Physical risk exposure: Intermediate Transition risk exposure: Intermediate Governments remain divided on climate policy, resulting in limited coordination on emissions reduction initiatives across key markets. In certain jurisdictions, policy settings may weaken over time, reducing the pace and consistency of regulatory change. While transition risks are expected to remain relatively subdued in the near term, physical climate risks are anticipated to intensify and compound. The increasing frequency and severity of extreme weather events, including floods, cyclones and bushfires, could disrupt manufacturing operations and logistics networks. In regions with less resilient infrastructure, these disruptions may become more pronounced. Sustained exposure to elevated temperatures is expected to place additional pressure on workforce productivity and contribute to higher operating costs. There is limited regulatory or customer-driven impetus to accelerate decarbonisation. Global demand for internal combustion engine vehicle components remains more resilient for longer, supported by a slower pace of transition to electric vehicles. Demand for traditional aftermarket categories, including filtration and engine components persists, while growth in electrification-related product segments is more gradual. At the same time, investment in electrification, low-carbon technologies and associated aftermarket categories may be constrained by regulatory uncertainty and weaker policy support. In the absence of robust transition policies, transition risks are expected to remain relatively low in the near term. Rising input costs and potential resource constraints, including water and energy availability, may place increasing pressure on operations and supply chains. Carbon markets are expected to remain underdeveloped, with limited regulatory and stakeholder-driven incentives to accelerate decarbonisation across the value chain. Physical climate impacts are anticipated to intensify, with more frequent and severe weather events, including flooding and heat stress, contributing to increased operational disruption. Global economic conditions may become more volatile, with climate-related disruptions contributing to periods of slower growth, which may in turn affect demand across certain aftermarket product categories. Despite relatively weak regulatory frameworks, investor and customer expectations regarding emissions reduction are expected to increase over time. Global demand for internal combustion engine vehicle components may remain supported in the near term. However, longer-term demand may begin to plateau as electrification and renewable energy adoption gradually gain traction, particularly in advanced economies. Governments prioritise short-term adaptation measures over decarbonisation, resulting in relatively low transition risk in the near term. However, operations and supply chains are expected to face increasing exposure to physical climate risks. Resilience measures are expected to become increasingly important to sustaining operations and maintaining supply continuity. In the absence of robust emissions reduction policies, global temperatures are projected to rise materially, increasing the frequency and severity of extreme weather events and contributing to broader environmental instability. Key sourcing and manufacturing regions may experience heightened exposure to chronic physical risks, including flooding and sustained heat, adversely impacting operational reliability. Infrastructure degradation and insufficient investment in adaptation are expected to contribute to rising maintenance and operating costs across logistics networks and facilities. Climate Resilience The Group recognises the importance of strengthening resilience to climate-related risks and is continuing to embed adaptation and resilience considerations within its strategy, while identifying opportunities that support long-term sustainable value creation. Climate scenario analysis supports the Group’s understanding of the potential impacts of different climate pathways across the short, medium and long term, and informs consideration of appropriate strategic responses. The Group will continue to enhance its scenario analysis capabilities to further integrate and manage climate-related risks across its operations. Based on the analysis undertaken, the Group considers that its strategy and business model demonstrate a reasonable level of resilience under both climate scenarios assessed. Amotiv Limited Annual Report 2026 41
Page 51
Climate-related Disclosures Report (continued) Significant areas of uncertainty considered in the assessment of climate resilience As part of its climate resilience assessment, the Group has applied scenario analysis to evaluate key areas of uncertainty that may affect its ability to respond to climate-related risks and opportunities. These uncertainties are integral to understanding the potential implications of different climate pathways on the Group’s business model and strategy. The analysis considered a range of plausible climate futures, incorporating both transition and physical risk pathways. Through this process, the Group identified several significant areas of uncertainty that may influence resilience and strategic response, including areas requiring judgement: • Policy and regulatory change: Policy and regulatory developments remain uncertain, including the timing, scope and enforcement of climate-related regulation and evolving climate-related disclosure requirements across jurisdictions. • Market dynamics and technology adoption: Market dynamics, including the pace of technological innovation and the adoption of low-emissions technologies, together with changing consumer and investor expectations, may influence product demand and investment priorities. • Physical climate impacts: Physical climate impacts, including variability in the frequency and severity of extreme weather events, have the potential to disrupt operations, affect asset values and influence customer outcomes. • Economic and social transitions: Broader economic and social transitions, including inflationary pressures, labour market dynamics, structural economic change and societal adaptation to climate impacts, may further shape the Group’s operating environment and strategic direction. Capacity to adjust or adapt strategy and business model The Group’s resilience to climate change is underpinned by its ability to adapt its strategy and business model to emerging risks and priorities, including those associated with climate change. This adaptive capability enables the Group to respond to evolving risks and opportunities arising from changes in global policy, regulatory developments and stakeholder expectations. The Group’s approach to climate resilience includes maintaining financial flexibility to support strategic adjustments, assessing opportunities to redeploy or repurpose assets where appropriate, and investing in capabilities that support climate-related mitigation, adaptation and opportunity development. Collectively, these measures support long-term sustainable value creation and the Group’s ability to operate effectively in a changing climate environment. Financial flexibility The Group can allocate funds in its budget over the next five years to fund climate adaptation or mitigation initiatives, including investments in research and development and supplier diversification. At present, 3.8% of revenue is spent on new product development, which has and will continue to address changes in the car parc going forward. The Group reviews these costs at each reporting period, and it retains flexibility to adjust the budget as needed. In addition, the Group has access to additional financing through committed long-term credit facilities if the Group’s response to climate-related risk needs to change and additional funding is required. This also provides the Group with the necessary liquidity to manage unforeseen supply chain impacts and to mitigate immediate risks. Investment in climate-related mitigation, adaptation and opportunities The Group is focusing on immediate investments to enhance resilience against climate-related risks and opportunities. This includes research and development efforts to alternative bio-based materials for production. Initial results will help the Group to adapt its operations and to reduce dependency on high-risk suppliers, as well as to potentially differentiate itself in the market. Processes, controls and policies to manage climate-related risks and opportunities The overall process followed to identify, assess, prioritise and monitor climate-related risks and opportunities follows a structured approach utilising various inputs and parameters such as historical climate data and predictive models. Specifically, management uses climate-related scenario analysis, the details of which are described in this report. The Group will continue to review and refine its scenario analysis as data quality improves, market conditions evolve and its approach to quantifying anticipated financial effects matures. 42 Amotiv Limited Annual Report 2026
Page 52
Climate-related Disclosures Report (continued) Directors' Declaration In accordance with a resolution of Directors of Amotiv Limited, we state that in the opinion of the Directors, the Group has taken reasonable steps to ensure that the substantive provisions of the Group’s Climate-related Disclosure Report for the financial year ended 30 June 2026, set out on pages 23 to 42, are in accordance with the Corporations Act 2001(Cth), including: (a) the requirements contained in Section 296C (compliance with Australian Sustainability Reporting Standard AASB S2 Climate- related Disclosures) and Section 296D (climate statement disclosures); and (b) Australian Accounting Standard AASB S2 Climate-related Disclosures. Signed in accordance with a resolution of the Directors. On behalf of the Board J Fazzino Chair G Whickman Director Melbourne, 11 August 2026 Amotiv Limited Annual Report 2026 43
Page 53
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Amotiv Limited I declare that, to the best of my knowledge and belief, in relation to the review of the specified sustainability disclosures in the sustainability report of Amotiv Li mited for the financial year ended 30 June 2026 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and ii. no contraventions of any applicable code of professional conduct in relation to the review. KPM_INI_01 KPMG Glenn Austin Partner Melbourne 11 August 2026 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 Climate-related Disclosures Report (continued) 44 Amotiv Limited Annual Report 2026
Page 54
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Review Report To the shareholders of Amotiv Limited Report on specified Sustainability Disclosures of Amotiv Limited presented in the Sustainability Report titled “Climate-related Disclosures Report” prepared in accordance with the Corporations Act 2001 Review Conclusion on specified Sustainability Disclosures as required under the Corporations Act 2001 We have conducted a review of the following specified Sustainability Disclosures presented in the Sustainability Report of Amotiv Limited titled “Climate-related Disclosures Report” for the year ended 30 June 2026 in accordance with Australian Standards on Sustainability Assurance (ASSA) 5010 Timeline for Audits and Reviews of Information in Sustainability Reports under the Corporations Act 2001 issued by the Auditing and Assurance Standards Board (AUASB). specified Sustainability Disclosures Reporting requirement of Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures (AASB S2) (including related general disclosures required by Appendix D) (the Criteria) Locations in Sustainability Report Governance disclosures Paragraph 6 Section 2: Governance Strategy (risk and opportunities) disclosures Subparagraphs 9(a), 10(a) and 10(b) Section 5: Climate-related Risks and Opportunities Scope 1 greenhouse gas emissions Subparagraphs 29(a)(i)(1) to (2) and 29 (a)(ii) to (v) Section 4: Metrics and Targets; subsections • S cope 1 and 2 GHG Emissions • Calculating operational emissions Scope 2 greenhouse gas emissions The requirements of AASB S2 identified in the table above form the Criteria relevant to the specified Sustainability Disclosures and apply under Division 1 of Part 2M.3 of the Corporations Act 2001 (the Act). We have not become aware of any matter in the course of our review that makes us believe that the specified Sustainability Disclosures specified in the table above do not comply with Division 1 of Part 2M.3 of the Corporations Act 2001. Climate-related Disclosures Report (continued) Amotiv Limited Annual Report 2026 45
Page 55
Basis for Conclusion Our review has been conducted in accordance with ASSA 5000 General Requirements for Sustainability As surance Engagements issued by the AUASB. Our review includes obtaining limited assurance about whether the specified Sustainability Disclosures are free from material misstatement. In applying the relevant Criteria, we note that subsection 296C(1) of the Act includes a requirement to comply with AASB S2. Our conclusion is based on the procedures we have performed and the evidence we have obtained in accordance with ASSA 5000. The procedures in a review vary in nature and timing from, and are less in extent than for, an audit. Consequently, the level of assurance obtained in a review is substantially lower than the assurance that would have been obtained had an audit been performed. See the “Summary of the Work Performed“ section of our report. Our responsibilities under ASSA 5000 are further described in the “Our responsibilities” section of our report. We comply with the independence and other ethical requirements of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited. Our firm applies Auditing Standard ASQM1 Quality Management for Firms that Perform Audits or Reviews of Financial Reports and Other Financial Information, or Other Assurance or Related Services Engagements, issued by the AUASB. This standard requires the firm to design, implement and operate a system of quality management, including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Other Information The D irectors of Amotiv Limited are responsible for the other information. The other information comprises the financial and non-financial information included in Amotiv Limited’s Annual Report including the Financial Report, Remuneration Report, Directors Report and Sustainability Report but does not include the specified Sustainability Disclosures and our review report thereon. Our conclusion on the specified Sustainability Disclosures does not cover the other information and we do not express any form of conclusion thereon, with the exception of the Financial Report and Remuneration Report and our respective audit reports. In connection with our review of the specified Sustainability Disclosures, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the specified Sustainability Disclosures, or our knowledge obtained when conducting the review, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Climate-related Disclosures Report (continued) 46 Amotiv Limited Annual Report 2026
Page 56
Responsibilities for the specified Sustainability Disclosures The Directors of Amotiv Limited are responsible for: • The preparation of the specified Sustainability Disclosures in accordance with the Act; and • Designing, implementing and maintaining a system of internal control that it determines is necessary to enable the preparation of specified Sustainability Disclosures in accordance with the Act that are free from material misstatement, whether due to fraud or error. Inherent Limitations Inherent limitations exist in all assurance engagements due to the selective testing of the information being examined. It is therefore possible that fraud, error or material misstatement in the specified Sustainability Disclosures may occur and not be detected. Non-financial data may be subject to more inherent limitations than financial data, given both its nature and the methods used for determining, calculating, and estimating such data. The precision of different measurement techniques may also vary. The absence of a significant body of established practice on which to draw to evaluate and measure non-financial information allows for different, but acceptable, evaluation and measurement techniques that can affect comparability between entities and over time. For climate risks and opportunities, there is inherent uncertainty as a result of using assumptions about future events and management’s actions that may not occur. Greenhouse gas quantification is subject to inherent uncertainty due to the nature of the information and the uncertainties inherent in: (i) the methods used for determining or estimating the appropriate amounts, (ii) information used to determine emission factors and (iii) the values needed to combine emissions of different gases. Auditor’s Responsibilities Our objectives are to plan and perform the review to obtain limited assurance about whether the specified Sustainability Disclosures are free from material misstatement, whether due to fraud or error, and to issue a review report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the specified Sustainability Disclosures. As part of a review in accordance with ASSA 5000, we exercise professional judgment and maintain professional scepticism throughout the engagement. We also: • Perform risk assessment procedures, including obtaining an understanding of internal controls relevant to the engagement to identify and assess the risks of material misstatement, whether due to fraud or error, at the disclosure level but not for the purpose of providing a conclusion on the effectiveness of the entity’s internal control. • Design and perform procedures responsive to the assessed risks of material misstatement at the disclosure level. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Climate-related Disclosures Report (continued) Amotiv Limited Annual Report 2026 47
Page 57
Summary of the Work Performed A review is a limited assurance engagement and involves performing procedures to obtain evidence about the specified Sustainability Disclosures. The nature, timing and extent of procedures selected depend on professional judgement, including the assessed risks of material misstatement at the disclosure level, whether due to fraud or error. In conducting our review, we: • Inquired with relevant Amotiv Limited’s personnel to understand the internal controls, governance structure and reporting process of the specified Sustainability Disclosures. • Assessed the appropriateness of the reporting boundary applied by Amotiv Limited to understand the entities within scope of the specified Sustainability Disclosures. • Inquired with management responsible for developing the climate-related governance disclosures to consider whether the specified Sustainability Disclosures were aligned with our understanding of Amotiv Limited. • Obtained an understanding of processes and information flows related to the specified Sustainability Disclosures by performing walk throughs. • Reviewed internal documentation including policies, charters, minutes of Board and Board-sub committee meetings, technical papers documenting positions, risk management frameworks and basis of preparation documents. • Obtained an understanding of the Group’s process for identifying and assessing potential climate related risks and opportunities. We did this through inquiries with management, reading the minutes and other relevant documentation of the Group’s Board of Directors, Board Committees and various management committees. • On a sample basis, tested Scope 1 and 2 greenhouse gas emission activity records and related emissions factors applied to source documentation. We also re-performed emissions calculations based on the underlying data. • Reconciled the specified Sustainability Disclosures to underlying source documents. KPMG Glenn Austin Partner Melbourne 11 August 2026 Climate-related Disclosures Report (continued) 48 Amotiv Limited Annual Report 2026
Page 58
Remuneration Report Remuneration, People & Culture Committee Chair’s letter On behalf of the Board, I am pleased to present Amotiv’s Remuneration Report for the year ended 30 June 2026. The Board extends its thanks to all Group employees for their commitment, hard work and dedication to serving our shareholders and customers over the past year. Our people are central to the results we achieve, and the Board remains committed to building a culture in which our people are engaged, respected and connected to Amotiv’s strategy. Overview of Business Performance During FY26, Amotiv continued to progress its strategy as a focused automotive parts group, supported by its leading brand portfolio, diversified revenue base and continued investment in product development, operational efficiency and geographic expansion. The Group delivered a solid full-year result in a challenging operating environment. Revenue increased by 2.7% to $1,023.9m, underlying EBITA increased by 1.6% to $195.1m and underlying NPATA increased by 1.0% to $120.4m. Underlying earnings per share pre amortisation increased by 4.5% to 89.4 cents. Operational cash generation remained strong, with cash flow conversion improving to 93.1%. Disciplined capital management also contributed to a further reduction in leverage and strengthening of the Group’s balance sheet, while net working capital increased modestly, broadly in line with revenue growth. Amotiv Unified remained a key strategic priority during the year. The program delivered benefits across the Group, with progress including continued warehouse and network rationalisation, operating model simplification, technology and data initiatives, and a continued focus on efficiency initiatives and growth platforms. While the Board considers that underlying business performance was solid, share price performance was disappointing in the face of challenging market and operational conditions affecting the Automotive sector more broadly. Pleasingly, disciplined financial management enabled the Group to continue returning capital to shareholders through completion of its share buyback program and increased interim and final dividends, while maintaining balance sheet strength and financial flexibility. Remuneration Outcomes Amotiv’s remuneration framework is designed to support the achievement of the Group’s strategy and to attract, retain and motivate high-performing employees in the best interests of shareholders. The Board remains focused on ensuring that executive remuneration outcomes are appropriately aligned with business performance, shareholder outcomes and progress against the Group’s strategic priorities. The Managing Director and Chief Executive Officer (MD & CEO), together with the other Executive Key Management Personnel (EKMP), received no increase to fixed remuneration in FY26, having regard to relevant market benchmarking and broader remuneration considerations. Short Term Incentive Plan The FY26 STIP was assessed against financial and non-financial measures aligned with the Group’s strategy, operating priorities and shareholder interests. These measures included Group EBITA, net working capital, safety, employee engagement and delivery of key strategic initiatives under Amotiv Unified. The resulting EKMP scorecard outcome was 46.9% of maximum STIP opportunity (70.4% of Target STIP opportunity). Following its assessment, the Board determined that this outcome appropriately reflected the Group’s financial performance, executive contribution and delivery against the broader strategic and operational measures. Refer to page 53 for further details. Long Term Incentive Equity Plan The FY24–26 LTIP grant was tested against the performance measures established by the Board, including relative Total Shareholder Return and earnings-based measures aligned with long-term shareholder value creation. Performance against each of the measures was below the applicable vesting thresholds and accordingly, the FY24–26 LTIP grant did not vest. Refer to page 55 for further details. Review of Non-Executive Director Remuneration There were no increases to Non-Executive Director (NED) base fees in FY26. Committee-related fees and governance arrangements were reviewed during the year to ensure they remained appropriate having regard to Committee workload, market practice and the Group’s governance requirements. Refer to page 60 for further details. Amotiv Limited Annual Report 2026 49
Page 59
Remuneration Report (continued) Remuneration Approach for FY27 The Board remains focused on ensuring Amotiv’s remuneration arrangements are aligned with the Group’s strategy, contemporary governance expectations and the delivery of sustainable shareholder value. Having regard to market benchmarking and broader conditions, fixed remuneration for the MD & CEO and the Chair will remain unchanged in FY27. A 3.5% increase will apply to the CFO and NEDs, consistent with the increase applied to the general Australian employee population. Following the simplification and alignment of the remuneration framework in FY26, including changes to the STIP through the introduction of an Amotiv Unified measure and the decoupling of financial and non-financial measures, as well as the introduction of a Return on Capital Employed (ROCE) measure into the LTIP, there will be no material changes to the remuneration framework in FY27. Our focus will remain on ensuring that incentive arrangements support delivery of Amotiv’s strategic priorities and appropriately align executive and shareholder outcomes. I am also pleased that our ongoing commitment to continuous improvement has resulted in further enhancements to this year’s Remuneration Report, particularly in the clarity of our disclosures and transparency of remuneration outcomes. I thank you for your ongoing support and invite you to read the detailed Remuneration Report that follows. Jennifer Douglas Independent Non-Executive Director and Chair of the Remuneration, People & Culture Committee 50 Amotiv Limited Annual Report 2026
Page 60
Remuneration Report (continued) Table of Contents This Report forms part of the Directors’ Report for the year ended 30 June 2026, has been audited as required by Section 308(3C) of the Corporations Act 2001 and has been prepared in accordance with the Corporations Act 2001. The Report is outlined in the following sections: 1. Who This Report Covers 2. Financial Performance and Relationship to Remuneration 3. Remuneration Governance 4. Remuneration Framework & Outcomes 4.1 Maximum Remuneration Mix 4.2 Fixed Remuneration Principles 4.3 Short Term Incentive Plan (STIP) 4.4 Long Term Incentive Equity Plan (LTIP) 5. Cash and Realisable Remuneration 6. Statutory details of Remuneration 6.1 Remuneration for the EKMP 6.2 Service Agreements 6.3 Non-Executive Directors’ Remuneration 6.4 Share Based Compensation & Equity Participation 6.5 Amotiv Limited Equity Interests Held by the EKMP 6.6 Total Shares Under Right to KMP 6.7 Loans & Other KMP Transactions Amotiv Limited Annual Report 2026 51
Page 61
Remuneration Report (continued) 1. Who This Report Covers As defined by AASB 124, Related Party Disclosures, Amotiv's Key Management Personnel (KMP) are those leaders with the authority and responsibility for planning, directing and controlling the activities of the Group. The Board has determined that the KMP are: Non- Executive Directors, the Group Managing Director & Chief Executive Officer and the Group Chief Financial Officer. The latter two roles are EKMP because they have significant input into decisions of the Group regarding strategy, structure and strategy implementation. This Report covers the following KMP of Amotiv Limited, and its subsidiaries, for the year ended 30 June 2026: • Graeme Billings (Non-Executive) - Retired October 2025 • James Fazzino (Non-Executive) - Appointed August 2025 • David Robinson (Non-Executive)1 • Jennifer Douglas (Non-Executive) • John Pollaers (Non-Executive) • David Coolidge (Non-Executive) • Raelene Murphy (Non-Executive) (Collectively, the Non-Executive Directors) • Graeme Whickman (Managing Director & Chief Executive Officer) • Aaron Canning (Chief Financial Officer) (Collectively, the Executive KMP (EKMP)) The EKMP do not participate in any decision relating to their own remuneration. 2. Financial Performance and Relationship to Remuneration The following table summarises key Company performance and shareholder experience statistics over the past five years Financial year end date Underlying EBITA from continuing operations1,2 Underlying EBITA1 Underlying basic EPSA1 Total DPS Opening share price Closing share price June VWAP3 Dividend yield TSR percentile for the 3- year period ending Absolute TSR performance for the 3-year period ended $m $m cents cents $ $ $ % % % 30-Jun-26 195.1 195.1 89.42 43.00 8.01 6.30 6.37 6.83 36.21 - 6.43 30-Jun-25 192.0 192.0 85.61 40.50 10.50 8.01 7.78 5.06 41.18 - 1.96 30-Jun-24 194.6 193.3 84.39 40.50 8.82 10.50 10.68 3.86 63.97 2.15 30-Jun-23 185.3 191.1 84.30 39.00 7.99 8.82 8.65 4.42 34.97 - 10.27 30-Jun-22 145.0 149.5 74.80 39.00 11.99 7.99 9.43 4.88 59.70 8.82 1. Underlying EBITA from continuing operations, underlying EBITA and underlying basic EPSA (EPS pre-amortisation) are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the Consolidated Financial Statements. 2. Underlying EBITA from continuing operations not reported prior to Financial Year ending 30 June 2023. 3. Volume Weighted Average Price over the month of June. Overview of KMP remuneration outcomes in relation to the performance of the business Remuneration Element Outcome EKMP FY26 Fixed Remuneration EKMP fixed remuneration did not change in FY26. Further detail is set out in Section Five in the following report. EKMP FY26 STIP The EKMP scorecard outcome was 46.9% of maximum STIP opportunity (70.4% of target). EKMP FY24-FY26 LTIP vesting following the end of FY26 The targets set against the three measures were not met, resulting in no payout under the FY24 to FY26 LTIP. Non-Executive Director Fees The total amount paid by the Company to Non-Executive Directors in FY26 was $1,349,550. This is below the aggregate fee pool of $1,700,000 approved by shareholders at the AGM in 2024. No portion of NED fees are related to the performance of the business. 1. Mr David Robinson was a KMP for the full FY26 year, however as disclosed in the market announcement dated 25 June 2026, Mr Robinson will be retiring from the Board effective 30 September 2026. 52 Amotiv Limited Annual Report 2026
Page 62
Remuneration Report (continued) 3. Remuneration Governance The Remuneration, People and Culture Committee (RPCC) has oversight on behalf of the Board of all people, capability and culture policies and practices, including those pertaining to compensation and people management frameworks. Amongst other things, the Committee advises the Board on remuneration policies and remuneration practices in general, and makes specific recommendations on fees, remuneration packages, incentives and other terms of employment for Executive Key Management Personnel (EKMP). During the year, the Board reviewed Committee composition and from 1 January 2026, reduced the number of members of the Committees, including the Remuneration, People and Culture Committee. The RPCC now comprises the following Non- executive Directors: • Jennifer Douglas - Committee Chair • David Robinson - Committee Member • David Coolidge - Committee Member • Raelene Murphy - Committee Member The RPCC Charter is available under the Corporate Governance section of the Company’s website. AMOTIV BOARD Has overall accountability for Amotiv's remuneration approach, determining the remuneration quantum and structure for Executive and Non-Executive KMP having regard to the recommendations made by the Remuneration People and Culture Committee. Considers the exercise of discretion, both positive and negative, in determining the outcomes of incentive plans, taking into consideration the performance of the business and the shareholder experience. Remuneration, People & Culture Committee Review and determine the effectiveness of Executive remuneration arrangements. Make recommendations to Board regarding incentive structure, targets and measures. Make recommendations to the Board in respect of fixed remuneration and incentive outcomes. Independent Advisors Shareholders Management We may consult with shareholders, proxy advisers, management and other stakeholders to inform the Group’s remuneration policies and arrangements. Board Discretion The Board retains the ability to make discretionary adjustments to all elements of remuneration. This ability extends to the application of upward or downward discretion, as well as clawback of incentive outcomes. The Board has in place a set of guiding principles that it considers in determining whether it will exercise discretion in relation to remuneration outcomes, and the factors it will take into account when exercising its discretion. The intent of these principles is to ensure that such exercise of discretion produces outcomes which are aligned with shareholders' interests and are consistent (as well as being fair and reasonable). The principles include an example of scenarios where the Board may consider exercising its discretion which include (though are not limited to): • Unforeseeable or irregular events. • Mergers, acquisitions, or divestments. • Share buy-backs. • People, values, or risk events. • Compliance or regulatory breach. In addition to the above scenarios, the Board may also consider exercising its discretion in any other circumstances which the Board deems it appropriate. Further, in exercising discretion the Board will have regard to factors which include, but are not limited to: • Alignment of incentive outcomes to the experience of shareholders. • The intent and integrity of the incentive plans. • Quality of earnings with reference to what was intended and the context of the market at the time incentive outcomes are being considered. • The extent to which the event, circumstances or activities were within or outside of the control of management. • Budgetary assumptions made when setting performance targets and whether they remain appropriate (including whether business conditions are potentially significantly better or worse when compared with those assumptions). Amotiv Limited Annual Report 2026 53
Page 63
Remuneration Report (continued) 4. Remuneration Framework & Outcomes Remuneration Framework The Amotiv remuneration framework is designed to attract, retain, and motivate appropriately qualified and experienced executives. The strategy ensures we are well positioned to offer reasonable and market competitive rewards in a way that supports a clear performance focus and is aligned with the long-term goals of the Group. In determining the remuneration of EKMP and other company Executives, the following remuneration guiding principles assist in decision-making. Support long-term strategy & shareholder interests Strategic Alignment Competitive & Equitable Clarity Transparent Attracts & retains talent; equitable for all Easy to understand for all stakeholders Clearly disclosed and consistently applied The remuneration framework provides a mix of fixed and variable remuneration and has four components. Base salary including superannuation or guaranteed compensation Fixed Remuneration Short-term Incentives Long-term Incentives Employee Benefits Reward for meeting annual goals and objectives linked to Amotiv’s strategy Reward for driving long-term company performance, aligned to shareholder interests Monetary and non-monetary benefits aligned to performance and engagement of workforce The incentive plans are carefully designed to appropriately balance the twin imperatives of short-term performance outcomes and long-term performance and shareholder value. Both are overlaid with strategic, sustainability objectives, and are regularly reviewed to ensure alignment with shareholder interests and corporate governance principles. The plans are aligned with the Amotiv Strategic Imperatives. The Remuneration, People and Culture Committee is committed to continuing to review and refine the remuneration strategy to ensure it meets the changing needs of the Group and remains aligned with shareholder interests and market practice. 4.1. Maximum Remuneration Mix The maximum “at risk” components of EKMP remuneration relative to total maximum fixed remuneration are around 123% for the Chief Financial Officer, and 250% in the case of the Managing Director & Chief Executive Officer. The maximum remuneration mix for the EKMP in respect of FY26 was as follows: 28.5% 45% 28.5% 33% 43% 22% Fixed STIP LTIP Maximum of total remuneration package MD & CEO CFO 0 25 50 75 100 If the relevant performance and service conditions of the plans are not met during a performance period, the STIP and LTIP components of remuneration will respectively be nil. 54 Amotiv Limited Annual Report 2026
Page 64
Remuneration Report (continued) 4.2. Fixed Remuneration Principles The remuneration packages for the EKMP contain a fixed amount that is not variable according to performance inputs or outcomes. The fixed remuneration consists of base salary, as well as employer contributions to superannuation. The Board through the Remuneration, People and Culture Committee, adopts a process which considers individual, Business Unit and overall Group performance, while reviewing fixed remuneration annually. Fixed remuneration levels are generally not adjusted during the year unless the individual is promoted or there is a substantial change in market rates. EKMP receive non-cash benefits in the form of salary continuance insurance, relevant professional memberships and other benefits, (refer to the table in section seven for further information). In addition, EKMP receive annual and statutory long service leave. 4.3. Short Term Incentive Plan (STIP) Short Term Incentive Plan Purpose of the plan To align executive effort with the financial objectives and short-mid term strategic focus of the business. Performance period One year, aligned with the Financial Year. FY26 Short Term Incentive Opportunity Target Maximum Opportunity Payment Instrument Opportunity Payment Instrument MD & CEO 66.7% of TFR 60% cash 40% deferred equity 100% of TFR 50% cash 50% deferred equity CFO 48.3% of TFR 70% cash 30% deferred equity 72.5% of TFR 70% cash 30% deferred equity Reward Instrument Where awarded, the STIP will be delivered in a combination of cash and deferred equity. The deferred equity award component is in the form of fully paid Amotiv Shares, subject to a 12 month holding lock requiring the recipient to not have resigned their employment at the time of release. Performance measures Financial (70% of Scorecard) The financial measures for the FY26 STIP were Group EBITA (50% of scorecard) and Group NWC (20% of scorecard). Non-Financial (30% of Scorecard) The non-financial measures for the FY26 STIP were Safety , Employee Engagement and Amotiv Unified (each 10% of scorecard). Performance hurdles Targets were established by the Remuneration, People and Culture Committee for the financial year. Performance is tested on completion of the financial year. Cash rewards are settled following the results announcement and deferred equity is allocated with a holding lock until 1 July in the following year. The FY26 STIP outcomes were determined by the Board following the finalisation of the FY26 accounts, when the Board is in the best position to assess EKMP's performance against the targets. Other Terms The Board may disqualify and cancel any deferred equity award if the EKMP does not remain employed by Amotiv as of 1 July in the year following the award of the deferred equity. Amotiv Limited Annual Report 2026 55
Page 65
Remuneration Report (continued) 2026 Performance Outcomes (STIP) The results of performance against targets and outcomes aligned to the FY26 STIP scorecard are set out in the following table. FY26 Performance Outcomes Measure Definition Threshold 50% Target 100% Maximum 150% Outcome Weighting Contribution to STIP Outcome (% of maximum) Financial Earnings before interest, tax and amortisation (EBITA) EBITA is earnings before interest, tax and amortisation, used to measure the underlying operating performance of the Group and its businesses. Threshold Target Maximum 50.7% 50.0% 16.9% Net working capital (NWC) Net working capital is calculated as trade and other receivables, inventories, prepayments and deferred expenses, less trade and other payables, and measures the short-term capital required to support day-to- day operations. Threshold Target Maximum 63.9% 20.0% 8.5% Non-Financial Safety - Total Recordable Injury Frequency Rate (TRIFR) Total Recordable Injury Frequency Rate (TRIFR) measures the number of recordable workplace injuries and illnesses per one million hours worked. Threshold Target Maximum 150.0% 10.0% 10.0% Employee Engagement Measures four elements of engagement via the annual Employee Engagement survey Threshold Target Maximum 75.0% 10.0% 5.0% Amotiv Unified Measures the in-year EBITA contribution delivered from agreed integration, simplification and cost- reduction initiatives across the Group. Threshold Target Maximum 98.2% 10.0% 6.5% Total 100.0% 46.9%1 1. 70.4% of target STIP opportunity The EKMP earnt an award in respect of the STIP targets for FY26. The table immediately below discloses the percentage achievement, and cash and deferred equity component against the maximum opportunity available in FY26. 2026 Payment Outcome - STIP for EKMP STIP bonus payable for the year ended 30 June 2026 Maximum STIP opportunity1 STIP awarded Total STIP awarded as a % of maximum STIP Total STIP foregone as a % of maximum STIP STIP - cash component1 STIP - deferred equity component1 $ $ % % $ $ Managing Director & CEO G Whickman 1,300,000 610,490 47% 53% 366,294 244,196 Chief Financial Officer A Canning 565,510 265,564 47% 53% 185,894 79,669 1. For the MD & CEO, at target 60% of the STIP is delivered in cash and 40% of the STIP in deferred equity and at maximum 50% of the STIP is delivered in cash and 50% of the STIP in deferred equity. For the Chief Financial Officer, 70% of the STIP is delivered in cash and 30% of the STIP in deferred equity. 56 Amotiv Limited Annual Report 2026
Page 66
Remuneration Report (continued) 4.4. Long Term Incentive Equity Plan (LTIP) The LTIP focuses on the creation of long term value and aims to attract and retain executives as well as to promote strong alignment with shareholder interests. The outcomes for the FY24-26 plan and the measures for the FY26-28 plan are outlined below. LTIP Outcomes for FY24 - FY26 Long Term Incentive Equity Plan LTIP Opportunity 50% of Total Fixed Remuneration at target and 80% at maximum for the Managing Director & CEO. 22.5% of Total Fixed Remuneration at target and 50% at maximum for the Group CFO. Performance Measures and Outcomes Performance Measures Assessment as at 30 June 2026 Relative Total Shareholder Return (rTSR) Target: Positive TSR and equal to 50th %ile 40% Weighting rTSR is measured against the ASX 300 Consumer Discretionary Index comparator group, requiring Amotiv's TSR to be equal to or better than the median company's TSR within the comparator group, and for the rTSR to be absolutely positive. rTSR -6.43 at 36.21 percentile Underlying Earnings per Share Before Amortisation (EPSA) Target: 4% CAGR 40% Weighting Underlying EPSA growth is measured by the cumulative annual growth rate in Amotiv's underlying EPSA over three years from 1 July 2023 to 30 June 2026. 3 year CAGR of 2.2%1 Non-Internal Combustion Engine Revenue (Non- ICE Revenue) Target: 79% Non- ICE Revenue 20% Weighting Non-ICE Revenue is derived from sales of categories of automotive products and services which are not dependent on internal combustion engines for their operation. Performance is measured based on the percentage of the Group's revenue which is Non-ICE Revenue in FY26. Achievement of EPSA performance is a gateway for this metric. Non-ICE Revenue 73% Outcome Nil vesting for FY24-26 LTIP 1. Adjusted for divestitures, actual reported CAGR 2%. LTIP Performance Share Rights Granted in FY26 for FY26-28 Long Term Incentive Equity Plan Purpose of the plan The LTIP supports the delivery of the Group’s long-term strategy and encourages the EKMP to hold Amotiv Shares. Performance period A performance measurement period of three (3) years applies for all measures. LTIP Opportunity Opportunity Target Maximum MD & CEO 50% of TFR 150% of TFR CFO 22.5% of TFR 50% of TFR Amotiv Limited Annual Report 2026 57
Page 67
Remuneration Report (continued) Long Term Incentive Equity Plan Reward Instrument At the commencement of a LTIP three-year period, participants are granted Share Performance Rights (Rights) representing their maximum opportunity under the plan. At the end of the performance period, to the extent that the performance targets have been met, a proportional number of Rights will vest (such that they become convertible into Amotiv Shares). The participant will be permitted to decide when the vested Rights convert into Amotiv Shares. No amount is payable for the issue of Rights, or for the Amotiv Shares received upon conversion of those Rights. The Rights for the FY26-28 LTIP were granted to Aaron Canning - CFO on 2 September 2025 and to Graeme Whickman - Managing Director & CEO on 24 October 2025, the latter grant having gained shareholder approval at the Company's 2025 Annual General Meeting. Performance measures • What the measures are. • How are these set? • Why these measures have been selected. LTIP Measures Weighting Detail rTSR 40% rTSR was chosen by the Board as the measure which closely aligns the LTIP component of EKMP remuneration with the interests of shareholders. The relevant peer group for determining rTSR performance is the ASX 300 Consumer Discretionary Index. Applicable vesting scales rTSR % of PSR's which vest rTSR below 50th %ile 0% rTSR between 50th and 75th %ile Straight line vesting between 50% and 100% rTSR at or above 75th %ile 100% Underlying EPSA 40% The Board have determined to focus executive effort on underlying Earnings Per Share before Amortisation (underlying EPSA1) growth as measured by the cumulative annual growth rate in the Company’s underlying EPSA over the three years from 1 July 2025 through 30 June 2028. Applicable vesting scales EPSA % of PSR's which vest EPSA below 4% 0% EPSA between 4% and 8% Straight line vesting between 50% and 100% EPSA at or above 8% 100% ROCE 20% The Board implemented a Return on Capital Employed (ROCE) measure for the FY26-28 plan, to align to delivery of Amotiv's Capital Management Framework. Applicable vesting scales ROCE % of PSR's which vest ROCE below 17.2% 0% ROCE between 17.2% and 18.1% Straight line vesting between 50% and 100% ROCE at or above 18.1% 100% 1. Underlying NPATA, underlying EBITA and underlying EPSA (EPS pre-amortisation) are unaudited, non IFRS and exclude (non-cash) acquisition-related inventory step ups and significant items outlined in note 7 of the Consolidated Financial Statements. How the number of Rights is determined The number of Rights granted is determined as a percentage of the EKMP’s total fixed remuneration on grant, divided by the share price, being the Volume Weighted Average Price over the month of June immediately prior to the commencement of the relevant year of grant. 58 Amotiv Limited Annual Report 2026
Page 68
Remuneration Report (continued) Long Term Incentive Equity Plan Measurement LTIP grants made early in FY26 for the period FY26 to FY28 will be tested at 30 June 2028 in line with plan rules. At the end of the performance period an independent assessment of rTSR will be undertaken. The Board will use this calculation to determine whether performance hurdles have been met. The baseline against which the underlying EPSA growth targets are measured take into account the annualised impact of acquisitions made. This ensures that the underlying EPSA growth targets for LTIP present appropriate 'stretch' for Executives. In future years where an acquisition occurs, incremental earnings from an acquisition which occurs mid cycle are excluded when determining the extent to which targets (which were set pre-acquisition) have been met. This ensures an 'apples with apples' measurement of achievement against targets set. In the case of divestitures the same is true, with the re-baselining of targets to enable fair assessment of performance outcomes in respect of the divested business. The calculation of underlying EPSA growth and ROCE will be measured at the end of FY28 using the revenue and underlying EPSA outcomes in the published financial statements for the three year period. Other Terms Participation in the plan is subject to Remuneration, People and Culture Committee recommendation and Board approval. In the case of the Managing Director, shareholder approval is also required, and is sought at the Annual General Meeting prior to the Company granting the Rights to the Managing Director. EKMP may defer conversion of Rights that vest (and hence the receipt of the Shares), for up to 15 years from the date of grant. This has potential taxation advantages (in the form of income deferral) for the Executive and comes at only a slight increase in administrative cost to the Company. Under prevailing accounting standards, the potential cost to the Company from granting Rights is calculated as the fair value of those Rights at grant and that amount is accrued over the three-year performance measurement period. The rules of the LTIP include provisions that prohibit participants entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme and permit the Board to lapse or cancel any Rights or other incentive securities in order to prevent an inappropriate benefit accruing to a participant. The Board has the discretion to make further changes to the LTIP structure as it sees fit. What happens if an EKMP leaves? After the cessation of employment of a participating Executive, a prorated portion of the granted Rights will remain ‘on foot’ for the remainder of the three year performance period subject to the plan rules and the performance criteria, unless the Board applies discretion to lapse or forfeit some or all of the participant’s Rights under the plan rules. Amotiv Limited Annual Report 2026 59
Page 69
Remuneration Report (continued) 5. Cash and Realisable Remuneration This section of the report uses unaudited non-IFRS financial information to explain cash and realisable remuneration earned by the EKMP during FY26 together with prior year comparatives. This is a voluntary disclosure and is supplemental information to the statutory remuneration disclosure contained in Section 6 of this Remuneration Report. Cash and realisable remuneration includes Base Salary, retirement and other benefits including the market value of incentive payments earned. This differs from the statutory amount as it excludes accruals and estimations and is thus a closer measure of take-home pay before taxation received in respect of the year. Cash settled remuneration Non-cash remuneration Total Fixed remuneration1 Cash short term incentives2 Total cash remuneration Long term incentives- vested with respect to the year3 Short term deferred equity incentives in respect of the year4 Other non- monetary remuneration5 Total remuneration $ $ $ $ $ $ $ Managing Director & CEO G Whickman 2026 1,300,000 366,294 1,666,294 - 244,196 126,118 2,036,608 2025 1,300,000 - 1,300,000 - - 109,700 1,409,700 Chief Financial Officer A Canning6 2026 780,014 185,894 965,908 - 79,669 34,093 1,079,670 A Canning6,7,8 2025 551,346 - 551,346 - - 20,995 572,341 M Fraser6,9 2025 230,476 - 230,476 - - 34,435 264,911 Total remuneration of the Managing Director & CEO and Chief Financial Officer 2026 2,080,014 552,188 2,632,202 - 323,865 160,211 3,116,278 2025 2,081,822 - 2,081,822 - - 165,130 2,246,952 1. Includes base salary and employer superannuation contributions. 2. Reflects the STIP cash paid in respect of performance during the financial year. 3. Refer section 4.4 for disclosure in respect of performance achievement. 4. Deferred equity under the 2026 STIP is awarded in the form of restricted shares based on the Volume Weighted Average Price over the month of June 2026, being $6.37. As they are subject to at minimum a twelve month deferral period, the amount is not acknowledged as part of ‘cash and realisable remuneration' until the restrictions have been lifted. 5. Non-monetary remuneration includes leave entitlements, income protection premiums and long service leave. 6. There are no termination benefits payable to the EKMP. 7. A Canning commenced as Group CFO on 21 October 2024 and is considered key management personnel from that date. 8. Total remuneration excludes reimbursed actual relocation costs amounting to $21,692 to A Canning, in line with the agreed employment terms. 9. M Fraser retired from his position as Group CFO effective 21 October 2024 and ceased to be a KMP from that date. 6. Statutory details of Remuneration The remuneration and incentive framework which has been put in place by the Board is designed to ensure that the Managing Director & CEO and CFO are focused on both maximising short-term operating performance and long-term strategic growth aligned with shareholder interests. The Board continues to review, monitor and adjust the remuneration and incentive framework to ensure that performance is fairly rewarded and encouraged, and to attract, motivate and retain a high quality Senior Executive team, whilst ensuring it remains aligned with shareholders' interests. 60 Amotiv Limited Annual Report 2026
Page 70
Remuneration Report (continued) 6.1. Remuneration for the EKMP Details of the nature and amount of each major element of remuneration of the EKMP are: Short-term employment benefits Long-term benefits Salary and fees1 STIP – Cash component Leave entitlements Income protection premium2 STIP restricted shares3 Total Long service leave LTIP Performance Rights4 Super- annuation Total Proportion of total risk related remuneration Year $ $ $ $ $ $ $ $ $ $ % Managing Director & CEO G Whickman5 2026 1,270,000 366,294 100,482 4,473 244,196 1,985,445 21,163 817,771 30,000 2,854,379 50 G Whickman5 2025 1,270,000 - 67,316 5,359 - 1,342,675 37,025 496,275 30,000 1,905,975 26 Chief Financial Officer A Canning5 2026 750,014 185,894 20,306 1,283 79,669 1,037,166 12,504 152,223 30,000 1,231,893 34 A Canning5,6,7 2025 528,846 - 11,253 1,082 - 541,181 8,660 27,280 22,500 599,621 5 M Fraser5,8 2025 221,282 - 23,957 682 - 245,921 9,796 156,749 9,194 421,660 37 Total remuneration of the Managing Director and EKMP of the Group 2026 2,020,014 552,188 120,788 5,756 323,865 3,022,611 33,667 969,994 60,000 4,086,272 45 2025 2,020,128 - 102,526 7,123 - 2,129,777 55,481 680,304 61,694 2,927,256 23 Total remuneration of Non-Executive Directors9 2026 1,208,037 - - - - 1,208,037 - - 141,513 1,349,550 - 2025 1,129,793 - - - - 1,129,793 - - 121,697 1,251,490 - Total remuneration (compensation of key management personnel of the Group) 2026 3,228,051 552,188 120,788 5,756 323,865 4,230,648 33,667 969,994 201,513 5,435,822 2025 3,149,921 - 102,526 7,123 - 3,259,570 55,481 680,304 183,391 4,178,746 1. Salary constitutes base salary excluding superannuation. 2. Income protection insurance is only offered to employees up to a maximum age of 65. 3. The restriction relates to the fact that the restricted shares are subject to a one-year additional service period. 4. The fair value of Performance Rights granted under the 2026, 2027 and 2028 LTIPs are subject to achievement of TSR hurdles and were calculated by independent experts using a Monte-Carlo simulation valuation. The fair value is allocated to each reporting period evenly from the date of grant to the vesting date. The value disclosed in the Remuneration table above is the portion of the fair value of the Performance Rights expensed during the year ended 30 June 2026. 5. There are no termination benefits payable to the EKMP. 6. A Canning commenced as Group CFO on 21 October 2024 and is considered key management personnel from that date. 7. Total remuneration excludes reimbursed actual relocation costs amounting to $21,692 to A Canning, in line with the agreed employment terms. 8. M Fraser retired from his position as Group CFO effective 21 October 2024 ceased to be a KMP from that date. 9. Non-Executive Directors fees are disclosed in section 6.3 and includes other benefits of $7,598 (2025:$7,592). Amotiv Limited Annual Report 2026 61
Page 71
Remuneration Report (continued) 6.2. Service Agreements Remuneration and other terms of employment for EKMP are formalised in a service agreement. The essential terms of the Managing Director & CEO and Chief Financial Officer contracts are shown below. No changes were made to these during the year. Name Notice period/termination payment G Whickman • Ongoing. • A notice period of six months' notice by either party except in the case of termination by the Company for cause. • On termination, Mr Whickman is entitled to receive his statutory entitlements of accrued annual and long service leave. A Canning • Ongoing. • A notice period of six months’ notice by either party, except in the case of termination by the Company for cause. • On termination, Mr Canning is entitled to receive his statutory entitlements of accrued annual and long service leave. 6.3. Non-Executive Directors’ Remuneration Remuneration Policy & Fees Non-Executive Director fees recognise the demands made on, and responsibilities of, Non-Executive Directors in performing their roles. Non-Executive Directors receive a base fee and a fee for chairing or being a member of a Board Committee (other than the Nominations Committee). The Chair of the Board receives no extra remuneration for chairing or being a member of committees. Fees payable to Non-Executive Directors are determined within the maximum aggregate amount that is approved by shareholders. The maximum aggregate fee amount is $1,700,000. The Board, through its Remuneration, People and Culture Committee, will continue to review its approach to Non-Executive Director remuneration to ensure it remains in line with general industry practice and principles of good corporate governance. The Board held Non-Executive Director base fees flat in FY26, after the base fees were increased in FY25. The Board considered benchmark data to validate the appropriateness of this action as part of the Board's established renewal actions underway. During the year, the Board reviewed Committee composition and from 1 January 2026, reduced the number of members of the Committees, other than the Nominations Committee, from 5 to 4 Non-Executive Directors. The change improved efficiency, better aligned with market practice and reduced aggregate Committee member fees for FY26. Non-Executive Directors do not receive bonuses or any other performance related remuneration, however they are eligible to participate in the NED Share Plan1 established by the Company. The fee rates paid to Non-Executive Directors for the year ended 30 June 2026 are set out in the table below (note that the fee rates shown in the table immediately following exclude superannuation). Board Audit Committee Risk and Sustainability Committee Remuneration Committee Nominations Committee Chair 324,841 21,525 21,525 21,525 Nil Members 132,094 10,762 10,762 10,762 Nil In accordance with Rule 36 of the Constitution, Directors are permitted additional fees for special services or exertions. Other than as noted in the table on the following page, no such fees were paid during the year. Directors are also entitled to be reimbursed for all business-related expenses, including travel on Company business, as may be incurred in the discharge of their duties. Overseas based Directors receive a small travel allowance. Superannuation The Company pays superannuation in line with statutory requirements to eligible Non-Executive Directors and an equivalent amount to overseas based Directors who are not eligible. 1. Non-Executive Director Share Plan is only available for participation by Non-Executive Directors who are tax residents in Australia 62 Amotiv Limited Annual Report 2026
Page 72
Remuneration Report (continued) Remuneration Details of the nature and amount of each element of the remuneration of Non-Executive Directors for the year ended 30 June 2026 are set out in the table below. Non-Executive Directors Year Directors’ Fees Superannuation1 Other benefits Total Fees converted to Equity2 Total net of salary sacrifice $ $ $ $ G Billings 2026 102,347 10,036 - 112,383 - 112,383 2025 324,841 30,000 - 354,841 - 354,841 J Fazzino 2026 260,045 30,000 - 290,045 - 290,045 2025 - - - - - - D Robinson3 2026 164,381 20,182 3,799 188,362 - 188,362 2025 171,556 19,729 3,764 195,049 - 195,049 J Douglas 2026 169,762 20,371 - 190,133 - 190,133 2025 175,143 20,142 - 195,285 - 195,285 C Campbell4 2026 - - - - - - 2025 53,673 6,172 - 59,845 - 59,845 J Pollaers 2026 158,999 19,080 - 178,079 - 178,079 2025 164,381 18,904 - 183,285 - 183,285 D Coolidge5 2026 175,143 21,473 3,799 200,415 - 200,415 2025 174,226 20,036 3,828 198,089 - 198,089 R Murphy6 2026 169,762 20,371 - 190,133 - 190,133 2025 58,381 6,714 - 65,095 - 65,095 Total Remuneration of Non- Executive Directors 2026 1,200,439 141,513 7,598 1,349,550 - 1,349,550 2025 1,122,201 121,697 7,592 1,251,489 - 1,251,489 1. Superannuation contributions on behalf of Non-Executive Directors to satisfy the Company’s obligations under applicable Superannuation Guarantee legislation. 2. Amounts sacrificed by the Non-Executive Directors during the year ended 30 June 2026. 100% of share rights granted during the year ended 30 June 2026 will vest into Shares. 3. D Robinson was paid his fees in US dollars, converted at the rate applicable on his date of appointment. Other benefits include a travel allowance of USD2,500 per annum paid monthly and an amount in lieu of superannuation. 4. C. Campbell resigned from the position of director, effective 21 October 2024. 5. D Coolidge was paid his fees in US dollars, converted at the rate applicable on his date of appointment. Other benefits include a travel allowance of USD2,500 per annum paid monthly and an amount in lieu of superannuation. 6. R Murphy appointed on 1 March 2025. 6.4. Share Based Compensation & Equity Participation Non-Executive Directors do not receive shares or options as part of their remuneration, nor are they required by the Constitution to hold shares. However, Directors are encouraged to hold shares and have access to the Non-Executive Director Share Plan. The Non-Executive Director Share Plan permits Non-Executive Directors to voluntarily sacrifice fees in return for Share Rights which vest as fully paid up ordinary Amotiv Shares after six months. As the Non-Executive Director is voluntarily sacrificing their fees, the Share Rights are not subject to any performance conditions. Share Rights are granted quarterly, the number being based upon the accumulated amount sacrificed over the immediately preceding three month period divided by the volume weighted average price of Amotiv Shares in the five trading days before grant. Directors need to make their election on the level of participation and the percentage of fee sacrifice prior to the commencement of a financial year. No Non-Executive Directors participated in the Plan during FY26. Details of Directors’ shareholdings may be found below. Amotiv Limited Annual Report 2026 63
Page 73
Remuneration Report (continued) 6.5. Amotiv Limited Equity Interests Held by the EKMP Details of EKMP equity interests follow. Restricted Shares Awarded in Respect of the Year Restricted STIP shares awarded1 Restricted LTIP shares awarded Value used for calculating the number awarded 30 June 20262 Aggregate value of Restricted shares awarded in respect of the period Managing Director & CEO G Whickman 38,332 - 6.37 244,196 Chief Financial Officer A Canning 12,506 - 6.37 79,669 Total 50,838 - 323,865 1. The restriction relates to the fact that the restricted shares are subject to a one-year additional service period. 2. The value of restricted shares awarded under the 2026 STIP is taken as the Volume Weighted Average Price over the month of June 2026, being $6.37. Performance Rights Granted During the Year Details of Performance Rights that were granted to EKMP under the LTIP during the reporting period are set out in the following table: Performance Rights granted during the year ended 30 June 2026 Grant date Vesting date Average fair value per Performance Right at grant date Fair value of Performance Rights granted during the year ended 30 June 2026 $ $ Managing Director & CEO G Whickman1 250,645 24-Oct-25 30-Jun-28 7.69 1,927,460 Chief Financial Officer A Canning 50,129 2-Sep-25 30-Jun-28 8.33 417,575 Total 300,774 2,345,035 1. The Performance Rights granted to Mr Whickman in the year ended 30 June 2026 were granted following shareholder approval under ASX Listing Rule. 10.14. The following factors were used in determining the fair value of Performance Rights granted during the year: Grant date Vesting period date Exercise price Price of shares on grant date Estimated volatility Risk free interest rate Dividend yield Grant to the Managing Director & CEO 24-Oct-25 30-Jun-28 Zero 8.93 29.9% 3.34% 4.62% Grant to Chief Financial Officer-A Canning 2-Sep-25 30-Jun-28 Zero 9.54 30.4% 3.34% 4.11% 64 Amotiv Limited Annual Report 2026
Page 74
Remuneration Report (continued) 6.6. Total Shares Under Right to KMP The following table discloses changes in the Rights holdings of EKMP in the Company. The related parties of EKMP do not hold any Rights. Rights granted Rights vested during the year1 Rights lapsed during the year Balance at 30 June 2026 Date of grant Performance end date2 Balance at 1 July 2025 Number Average fair value per right $ Number % Number % Number Fair value of the grant $ Managing Director & CEO G Whickman LTIP 24-Oct-25 30-Jun-28 - 250,645 7.69 - - - - 250,645 1,927,460 LTIP 21-Oct-24 30-Jun-27 182,664 - 7.44 - - - - 182,664 1,359,383 LTIP 27-Oct-23 30-Jun-26 104,662 - 8.00 - - 104,662 100 - - Total 287,326 250,645 - 104,662 433,309 3,286,843 Chief Financial Officer A Canning LTIP 2-Sep-25 30-Jun-28 - 50,129 8.33 - - - - 50,129 417,575 LTIP 21-Oct-24 30-Jun-27 25,322 - 7.44 - - - - 25,322 188,396 Total 25,322 50,129 - - 75,451 605,971 Total 312,648 300,774 - 104,662 508,760 3,892,814 1. On 13th August 2024, the Board of Directors resolved to include a restriction on the LTIP for the period FY22 to FY24 and added a holding lock on 25% of the shares until the share price increases to $10.40. The holding lock has not been removed to date of this report. 2. The performance is reviewed and any vesting formally resolved by the Board in the Board meeting held on the date of this report. Amotiv Limited Annual Report 2026 65
Page 75
Remuneration Report (continued) Amotiv Limited Shares held by KMPs The following table discloses changes in the shareholdings of KMPs and their related parties in the Company during the year. For the year ended 30 June 2026 Balance at 1 July 2025 Shares issued from vested Rights Shares issued from share plans Shares purchased Shares sold Deferred equity subject to holding lock Balance at 30 June 2026 Shares to be issued from Rights under share plans1 Beneficial interest at the date of this report Non-Executive Directors G Billings2 23,129 - - - - - 23,129 - 23,129 J E Fazzino - - - 59,763 - - 59,763 - 59,763 D Robinson 39,207 - - - - - 39,207 - 39,207 J Douglas 13,154 - - 3,008 - - 16,162 - 16,162 J Pollaers 19,050 - - - - - 19,050 - 19,050 D Coolidge 2,000 - - - - - 2,000 - 2,000 96,540 - - 62,771 - - 159,311 - 159,311 1. NED Share rights will after six months be satisfied by the Company purchasing shares on market. Refer section 6.4 under the paragraph “Equity Participation” for further explanation. 2. G Billings's closing share balance is reflective of the balance at the date he retired as a NED on 24 October 2025. For the year ended 30 June 2026 Balance at 1 July 2025 Shares issued from vested Rights1,2,3 Shares issued from share plans4 Shares purchased Shares sold Deferred equity subject to holding lock5 Balance at 30 June 2026 Shares to be issued from vested Rights3,6 Beneficial interest at the date of this report7 Managing Director & CEO G Whickman8 140,716 - - 20,176 - - 160,892 40,258 201,150 Chief Financial Officer A Canning8 - - 4,194 7,500 - - 11,694 - 11,694 140,716 - 4,194.00 27,676 - - 172,586 40,258 212,844 1. Rights granted under the FY24 to FY26 LTIP lapsed. 2. On 13th August 2024, the Board of Directors resolved to include a restriction on the LTIP for the period FY22 to FY24 and added a holding lock on 25% of the shares until the share price increases to $10.40. The holding lock has not been removed to date of this report. 3. Vested Rights may be exercised at the election of the executive at any time up to 12 years from the vesting date. Any vested but unexercised Rights at the end of that period are automatically vested. As at 30 June 2026, G Whickman had 40,258 vested but unexercised Rights. 4. Vested shares purchased under the FY26 Senior Executive Share plan. 5. FY24 deferred equity incentives received as restricted shares which may not be traded or otherwise dealt with, subject to satisfaction of release conditions. 6. Rights granted under the 2024-2026 LTIP fully lapsed as the Company did not achieve the 50th percentile TSR for the three-year performance measurement period ended 30 June 2026. Refer section 4.4 for disclosure in respect of performance achievement. 7. The balance held at the date of this report includes shares held nominally. 8. EKMP holdings include shares held either directly, or through other entities in which the Executive has a trustee role or controlling interest. 66 Amotiv Limited Annual Report 2026
Page 76
Remuneration Report (continued) 6.7. Loans & Other KMP Transactions Loans to KMPs The Company has entered into an Equity Loan Agreement with the Managing Director & CEO, Mr Graeme Whickman, which has enabled him (or an entity in which he has a controlling interest or is a trustee), to acquire Amotiv Shares. The shares purchased under the loan are subject to a negative pledge and holding lock. During the year, the Equity Loan Agreement was amended to record the requirement that a holding lock be applied to shares held by Mr Whickman’s superannuation fund. As at 30 June 2026, the total amount owed under the Equity Loan Agreements is $447,437 and the highest amount of Mr Whickman's indebtedness during the reporting period was $447,437. The number of Amotiv Shares which have been purchased under it is 47,810 (no shares were purchased under the Equity Loan Agreement during FY26). Mr Whickman pays interest under the Equity Loan Agreements on a quarterly basis on an agreed arms-length basis at a rate that is set at 25 basis points above the Company’s average cost of borrowed funds. The total amount of interest charged in respect of the financial year ended 30 June 2026 was $20,882. The highest amount of outstanding interest during the year was $5,241. The June 2026 quarter interest invoice was not prepared and rendered (nor payable) in the financial year, but was on 14 July 2026. Mr Whickman's loan is repayable on termination of employment. There were no other loans to KMPs at 30 June 2026, nor at any time during FY26. Other KMP Transactions with the Group Apart from the details disclosed in this Remuneration Report, no KMP has entered into a material contract with the Company or entities in the Group since the end of the previous financial year and there were no material contracts involving a KMP's Interest at year end. The terms and conditions of any transactions with KMPs and their related parties are no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-KMP related entities on an arms-length basis. From time to time, KMPs of the Company or its subsidiaries, or their related parties, may purchase goods from the Group. These purchases are on the same terms and conditions as those entered into by other Group employees or customers and are trivial or domestic in nature. Amotiv Limited Annual Report 2026 67
Page 77
Consolidated Financial Statements Contents Consolidated Financial Statements 68 Consolidated Income Statement 69 Consolidated Statement of Other Comprehensive Income 70 Consolidated Balance Sheet 71 Consolidated Statement of Changes in Equity 72 Consolidated Cash Flow Statement 73 Notes to the Consolidated Financial Statements 74 1. Basis of Preparation 74 Results for the Year 76 2. Revenue 76 3. Expenses 78 4. Net Finance Costs 79 5. Earnings/(Loss) Per Share 79 6. Auditors' Remuneration 80 7. Segment Information 80 Working Capital 83 8. Trade and Other Receivables 83 9. Inventories 84 10. Trade and Other Payables 84 11. Employee Benefits 85 Tangible and Intangible Assets 86 12. Goodwill 86 13. Other Intangible Assets 86 14. Property, Plant and Equipment 88 15. Leases 89 16. Impairment Testing 90 17. Commitments for Expenditure 91 Capital Structure and Risk Management 92 18. Cash and Cash Equivalents 92 19. Loans and Borrowings 93 20. Derivatives 95 21. Other Financial Instruments 97 22. Financial Instruments 98 23. Financial Risk Management 99 24. Share Capital 104 25. Reserves 104 26. Retained Earnings 106 27. Dividends 106 Taxation 107 28. Current Tax 107 29. Deferred Tax 108 Business Combinations 110 30. Investment in subsidiaries 110 Other Notes 114 31. Superannuation Commitments 114 32. Key Management Personnel 114 33. Related Parties 115 34. Parent Entity Disclosures 116 35. Contingent Liabilities 116 36. Subsequent Events 116 Consolidated Entity Disclosure Statement 117 Directors’ Declaration 119 Independent Auditor’s Report 120 Glossary 126 68 Amotiv Limited Annual Report 2026
Page 78
Consolidated Income Statement For the year ended 30 June 2026 2025 Note $’m $’m Revenue 2 1,023.9 997.4 Cost of goods sold (585.7) (561.0) Gross profit 438.2 436.4 Other income 2.8 0.9 Marketing and selling expenses (74.7) (72.4) Product development and sourcing expenses (32.1) (30.7) Logistics and outward freight expenses (38.0) (33.2) Administration expenses (101.2) (108.9) Other expenses (57.8) (239.4) Profit/(Loss) from operating activities 137.2 (47.3) Finance income 4 0.3 1.2 Finance expense 4 (27.5) (29.2) Profit/(Loss) before tax from operations 110.0 (75.3) Income tax expense 28 (34.9) (31.0) Profit/(Loss) from operations, net of income tax 75.1 (106.3) Profit/(Loss) attributable to owners of the Company 75.1 (106.3) Earnings per share from operations: Basic earnings/(loss) per share (cents per share) 5 55.8 (76.4) Diluted earnings/(loss) per share (cents per share) 5 55.3 (76.4) The notes on pages 74 to 116 are an integral part of these consolidated financial statements. Amotiv Limited Annual Report 2026 69
Page 79
Consolidated Statement of Other Comprehensive Income For the year ended 30 June 2026 2025 Note $’m $’m Profit/(loss) from operations, net of income tax 75.1 (106.3) Other comprehensive income Items that will not be reclassified to profit and loss: Equity investments at FVOCI - net change in fair value 2.5 1.0 Items that may be reclassified subsequently to profit and loss: Exchange differences on translating results of foreign operations 25 (14.7) 3.2 Net fair value adjustments recognised in the hedging reserve 25 3.0 0.1 Cash flow hedge gains/(losses) reclassified to profit or loss 25 (1.3) (0.8) Income tax (expense)/benefit on items that may be reclassified subsequently to profit or loss 28 (0.5) 0.2 Other comprehensive income / (loss) for the year, net of tax (11.0) 3.7 Total comprehensive income/(loss) attributable to owners of the Company 64.1 (102.6) Total comprehensive income/(loss) 64.1 (102.6) The notes on pages 74 to 116 are an integral part of these consolidated financial statements. 70 Amotiv Limited Annual Report 2026
Page 80
Consolidated Balance Sheet As at 30 June 2026 2025 Note $’m $’m Current assets Cash and cash equivalents 18 48.8 53.4 Trade and other receivables 8 200.2 200.2 Inventories 9 246.6 234.2 Derivative assets 20 1.3 0.3 Other financial assets 21 0.1 - Current tax receivable 1.2 0.5 Other assets 11.5 10.8 Assets held for sale 30.1 17.5 - Total current assets 527.2 499.4 Non-current assets Goodwill 12 422.6 444.5 Other intangible assets 13 428.8 455.5 Property, plant and equipment 14 69.1 70.8 Right of use assets 15 99.8 120.2 Derivative assets 20 0.4 - Other financial assets 21 1.6 1.8 Investments 22 10.9 9.0 Total non-current assets 1,033.2 1,101.8 Total assets 1,560.4 1,601.2 Current liabilities Trade and other payables 10 154.8 152.1 Employee benefits 11 21.4 21.3 Other provisions 0.3 1.0 Bank overdraft/offset 19 - 1.9 Loans and borrowings 19 - 0.8 Lease liabilities 25.4 26.1 Derivative liabilities 20 1.0 2.6 Other financial liabilities 21 - 1.2 Current tax payable 7.6 8.6 Liabilities held for sale 30.1 6.0 - Total current liabilities 216.5 215.6 Non-current liabilities Employee benefits 11 5.1 5.4 Loans and borrowings 19 425.1 433.0 Lease liabilities 90.6 108.6 Derivative liabilities 20 - 0.1 Deferred tax liabilities 29 101.2 108.6 Other financial liabilities 21 0.2 0.2 Other provisions 4.9 5.4 Total non-current liabilities 627.1 661.3 Total liabilities 843.6 876.9 Net assets 716.8 724.3 Equity Share capital 24 611.5 630.4 Reserves 25 14.9 22.1 Retained earnings 26 90.4 71.8 Total equity 716.8 724.3 The notes on pages 74 to 116 are an integral part of these consolidated financial statements. Amotiv Limited Annual Report 2026 71
Page 81
Consolidated Statement of Changes in Equity For the year ended 30 June 2026 Attributable to the owners of the Company Note Share capital Hedging reserve Equity compensation reserve Fair value reserve Translation reserve Retained earnings Total equity $’m $’m $’m $’m $’m $’m $’m Balance at 1 July 2025 630.4 (0.3) 18.5 3.5 0.4 71.8 724.3 Total comprehensive income/(loss) for the period: Profit/(loss) from operations, net of income tax - - - - - 75.1 75.1 Other comprehensive income/(loss) for the period 25 - 1.2 - 2.5 (14.7) - (11.0) Total comprehensive income/(loss) for the year - 1.2 - 2.5 (14.7) 75.1 64.1 Transactions with the owners of the Company Contributions and distributions Repurchase of Amotiv Shares - net of repurchase costs 24 (18.3) - - - - - (18.3) Amotiv Shares held by G.U.D. Holdings Employee Share Trust 24 (0.6) - - - - - (0.6) Dividends paid 27 - - - - - (56.5) (56.5) Equity settled share based payment 25 - - 3.8 - - - 3.8 Balance at 30 June 2026 611.5 0.9 22.3 6.0 (14.3) 90.4 716.8 For the year ended 30 June 2025 Attributable to the owners of the Company Note Share capital Hedging reserve Equity compensation reserve Fair value reserve Translation reserve Retained earnings Total equity $’m $’m $’m $’m $’m $’m $’m Balance at 1 July 2024 679.6 0.2 19.4 2.5 (2.8) 234.8 933.7 Total comprehensive income/(loss) for the period: Profit/(loss) from operations, net of income tax - - - - - (106.3) (106.3) Other comprehensive income/(loss) for the period 25 - (0.5) - 1.0 3.2 - 3.7 Total comprehensive income/(loss) for the year - (0.5) - 1.0 3.2 (106.3) (102.6) Transactions with the owners of the Company Contributions and distributions Repurchase of Amotiv Shares - net of repurchase costs 24 (48.7) - - - - - (48.7) Amotiv Shares held by G.U.D. Holdings Employee Share Trust 24 (0.5) - - - - - (0.5) Dividends paid 27 - - - - - (56.7) (56.7) Equity settled share based payment - - (0.9) - - - (0.9) Balance at 30 June 2025 630.4 (0.3) 18.5 3.5 0.4 71.8 724.3 The amounts recognised directly in equity are net of tax. The notes on pages 74 to 116 are an integral part of these consolidated financial statements. 72 Amotiv Limited Annual Report 2026
Page 82
Consolidated Cash Flow Statement For the year ended 30 June 2026 2025 Note $’m $’m Cash flows from operating activities Receipts from customers 1,125.0 1,095.5 Payments to suppliers and employees (928.8) (905.4) Interest received 7 0.3 0.9 Income taxes paid (41.3) (41.4) Net cash from operating activities 18 155.2 149.6 Cash flows from investing activities Payment for acquisition related contingent consideration (2.1) (26.4) Deferred consideration received from sale of subsidiary - 0.5 Dividends received from equity investments 1.4 - Return of capital from equity investments 22 - 0.5 Proceeds from sale of property, plant and equipment 0.1 0.3 Payments for property, plant and equipment 14 (18.2) (20.2) Payments for intangible assets 13 (10.2) (4.9) Net cash used in investing activities (29.0) (50.2) Cash flows from financing activities Proceeds from loans and borrowings 19 153.0 179.3 Repayment of loans and borrowings 19 (158.4) (131.9) Proceeds/(Advance) on other loans 19 - 1.3 Interest paid 19 (27.6) (27.4) Payment of lease liabilities 15 (20.1) (19.9) Dividends paid 27 (56.5) (56.7) Amotiv Shares repurchased (net of repurchase costs) 24 (18.3) (48.7) Amotiv Shares purchased by G.U.D. Holdings Employee Share Trust 24 (0.6) (0.5) Net cash used in financing activities 19 (128.5) (104.5) Net (decrease)/increase in cash and cash equivalents (2.3) (5.1) Cash and cash equivalents at the beginning of the period 51.5 57.1 Effects of exchange rate changes on the balance of cash held in foreign currencies 0.1 (0.5) Cash and cash equivalents at end of the year1 18 49.3 51.5 1. Cash and cash equivalents at 30 June 2026 includes $0.5m transferred to assets held for sale (30 June 2025 is net of bank overdraft that are repayable on demand of $1.9m). The notes on pages 74 to 116 are an integral part of these consolidated financial statements. Amotiv Limited Annual Report 2026 73
Page 83
Notes to the Consolidated Financial Statements 1. Basis of Preparation This section sets out the Group’s material accounting policies that relate to the consolidated financial statements as a whole. Where an accounting policy is specific to one note, the policy is described in the note to which it relates. Reporting entity The Group is primarily involved in manufacturing, importation, distribution and sale of automotive products for the aftermarket and the fitment of accessories to new vehicles. The Group has operations in Australia, New Zealand, United States of America, Thailand, Korea, China, Sweden and South Africa (Note 2). The consolidated annual financial statements of the Group as at and for the year ended 30 June 2026 are available to shareholders on request from the Company’s registered office at 144 Moray Street, South Melbourne, Victoria, 3205 or at www.amotiv.com. Basis of accounting The consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB). The consolidated financial statements were authorised for issue by the Directors on 11 August 2026. Basis of measurement The consolidated financial statements have been prepared on the historical cost basis, except for the following items which have been measured at fair value: • Derivatives (Note 20) • Other financial instruments (Note 21) • Assets and liabilities held for sale (Note 30.1) Use of estimates and judgements In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. Information about estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements is included in the following notes: • Goodwill (Note 12) and other intangible assets (Note 13), impairment test of intangible assets and goodwill (Note 16) • Inventories (Note 9): valuation of assets at net realisable value Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes using external independent valuation experts working with the Chief Financial Officer to oversee all significant fair value measurements, including Level 3 fair values. Management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of AASB 13 Fair Value Measurement, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group’s audit committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in the following notes: • Note 22– Financial instruments; and • Note 32– Key management personnel (KMP) 74 Amotiv Limited Annual Report 2026
Page 84
Notes to the Consolidated Financial Statements / 1. Basis of Preparation (continued) Foreign currency Functional and presentation currency These consolidated financial statements are presented in Australian dollars which is the Company’s functional currency and the functional currency of the majority of the Group. Foreign currency transactions Transactions in foreign currency are translated to the respective functional currencies of Group companies at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated to the functional currency at the exchange rates prevailing at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Foreign currency differences are generally recognised in profit or loss. Non-monetary items that are measured based on historical cost in a foreign currency are not translated. However, foreign currency differences arising from the translation of the following items are recognised in other comprehensive income: • Qualifying cash flow hedges to the extent the hedges are effective (Note 25), and • Exchange differences on translating foreign operations (Note 25). Rounding off The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2026/183 and in accordance with the Rounding Instrument, amounts in the consolidated financial statements have been rounded to the nearest hundred thousand dollars, unless otherwise stated. Changes in material accounting policies The Group does not have any material impact in relation to the following newly effective accounting standards and amendments: • Disclosures about Uncertainties in the Financial Statements (Amendments to AASB 136 and AASB 137) • Lack of Exchangeability (Amendments to AASB 121) Standards issued but not yet effective A number of new standards are effective for annual periods beginning after 1 July 2026 and earlier application is permitted; however, the Group has not early adopted the new or amended standards in preparing these consolidated financial statements. AASB 18 Presentation and Disclosure in Financial Statements AASB 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements: • Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change. • Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements. • Enhanced guidance is provided on how to group information in the financial statements. In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method. The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as 'other'. Other standards The following new and amended standards are not expected to have a significant impact on the Group’s consolidated financial statements. • Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) • Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) • Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) • Subsidiaries without Public Accountability: Disclosures (IFRS 19) • Annual Improvements to IFRS Accounting Standards – Volume 11 Amotiv Limited Annual Report 2026 75
Page 85
Notes to the Consolidated Financial Statements Results for the Year This section focuses on the Group’s performance. Disclosures in this section includes analysis of the Group’s profit before tax by reference to the activities performed by the Group and analysis of key revenues and operating costs, segment information, net finance costs and earnings per share. In the segment information, the Group reports Earnings Before Significant Items, Interest and Tax (“EBIT pre significant items”). This is a non IFRS measure of performance which reflects how the business is managed and how the Directors assess the performance of the Group. 2. Revenue 2.1. Revenue streams The Group generates revenue primarily from: • The manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and Original Equipment Manufacturer customers (4WD Accessories & Trailering segment); • The manufacturing, marketing and distribution of automotive electrical, lighting and portable power management products, and associated accessories for the automotive after-market (Lighting, Power & Electrical segment); and • The manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps and associated products and accessories for the automotive after-market (Powertrain & Undercar segment). 2.2. Performance obligations and revenue recognition policies Revenue is measured based on the consideration specified in a contract with a customer. The Group recognises revenue when the performance obligation is fulfilled, generally on delivery of the good or performance of the service. The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies. Type of product/service Nature and timing of satisfaction of performance obligations, including significant payment terms Revenue recognition policies (i) Sale of automotive products (including filters, fuel pumps, electrical, lighting, portable power management products and associated accessories for the automotive after- market), 4WD accessories, towing, trailering and related products Customers assume control of the products, when the goods have been delivered, or at despatch where the client has arranged for their own freight and invoices are generated at that point in time. Invoices are usually payable within 30 - 180 days. Customers contracts offer sales with right of return, volume rebates and marketing rebates. Revenue from sale of goods is recognised at the point in time when the performance obligation is fulfilled, generally on delivery of the good. Right of return For contracts that permit the customer to return an item, revenue is recognised to the extent that it is probable that a significant reversal in the cumulative revenue recognised will not occur. Therefore, the amount of revenue is adjusted for expected returns, the Group uses historical average return rates to forecast expected future returns from its customers. In these circumstances, a refund liability, and a right to recover returned goods asset are recognised. The right to recover returned goods asset is measured at the former carrying amount of the inventory less any expected costs to recover the goods. The refund liability is included in other payables and the right to recover returned goods is included in inventory. The Group regularly reviews its estimate of expected returns and updates the amounts of the asset and liability accordingly. Volume rebates Retrospective volume rebates give rise to variable consideration. Therefore, the amount of revenue is adjusted to reflect expected volume rebates. To estimate the variable consideration, the Group uses historical average volume rebates to forecast expected volume rebates payable to its customers. The Group regularly reviews its estimate of expected future rebates and updates the amounts of the asset and liability accordingly. Marketing rebates The nature of the marketing activity will determine the treatment of the transaction, i.e. if a marketing rebate is deemed to be part of the performance obligation, then it will be treated as a reduction in transaction price. If not, then it would be treated as marketing expense. 76 Amotiv Limited Annual Report 2026
Page 86
Notes to the Consolidated Financial Statements / 2. Revenue (continued) 2.3. Disaggregation of revenue from contracts with customers Revenue is generated from the sale of goods including automotive products (filters, fuel pumps, electrical, lighting, portable power management products and associated accessories for the automotive after-market), 4WD accessories, towing, trailering and related products. Revenue is measured based on the consideration specified in a contract with a customer. Revenue from sale of goods is recognised at the point in time when the performance obligation is fulfilled, generally on delivery of the good. In the following table, revenue is disaggregated by geographical markets. The table also includes a reconciliation of the disaggregated revenue with the Group’s reportable segments in note 7. For the year ended 30 June 2026 For the year ended 30 June 2025 Segments 4WD Accessories & Trailering Lighting, Power & Electrical Powertrain & Undercar Total 4WD Accessories & Trailering Lighting, Power & Electrical Powertrain & Undercar Total $’m $’m $’m $’m $’m $’m $’m $’m Geographical markets Asia Pacific 356.5 220.8 323.0 900.3 347.8 235.4 310.0 893.2 North America 1.4 60.4 7.0 68.8 2.0 54.5 6.4 62.9 Europe 1.3 33.4 7.4 42.1 0.3 27.4 5.4 33.2 Other 9.3 1.3 2.1 12.7 4.8 0.9 2.4 8.1 Total Revenue from contracts with customers 368.5 315.9 339.5 1,023.9 354.9 318.2 324.3 997.4 Revenue from the Group’s two largest customers are over 10% and combined make up approximately 21.5% of the Group’s total revenue, which is broadly consistent with the prior year. The two largest customers predominantly trade within the Lighting, Power & Electrical and Powertrain & Undercar segments. The Group recognised impairment losses on receivables and contract assets arising from contracts with customers, included under Administration expenses in the Consolidated Income Statement, amounting to $0.9m and $0.6m for the year ended 30 June 2026 and 2025, respectively. Amotiv Limited Annual Report 2026 77
Page 87
Notes to the Consolidated Financial Statements 3. Expenses Accounting policies Depreciation & amortisation Depreciation is charged to the Income Statement to reflect annual wear and tear and the reduced value of the asset over time. Depreciation is provided on property, plant and equipment, including freehold buildings but excluding land. Depreciation is calculated on a straight line basis over the estimated useful life of each asset to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives for current and prior periods used in the calculation of depreciation: • Property, plant and equipment 3 to 12 years The value of intangible assets, except for goodwill, and indefinite life intangible assets reduces over the number of years the Group expects to use the asset, via an amortisation charge. Amortisation is recognised in the income statement over the following number of years: • Patents, licences, and Product development • Customer relationships • Software • Brand names (for those with definite life) 1 to 7 years 5 to 15 years 5 to 7 years 5-10 years Goods and services tax Expenses are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of an item of expense. Expenses by nature This table summarises expenses by nature from operations: For the year ended 30 June 2026 2025 Note $’m $’m Profit/(loss) before tax from operations has been arrived at after charging the following expenses: Increase/(decrease) in inventory obsolescence provision (0.1) (0.7) (Gain)/Loss on sale of property, plant and equipment (0.1) 0.9 Operating lease rental expense/short term or low value lease expense 15 2.8 1.3 Net foreign exchange (gain)/loss (0.8) (0.7) Employee benefits: Wages and salaries (excluding superannuation) 186.9 185.8 Superannuation 15.9 15.4 Movements in provisions for employee benefits (0.2) (0.2) Equity settled share based payment expense 25 3.8 (0.9) Depreciation and amortisation: Amortisation of customer relationships 13 21.0 21.9 Amortisation of software 13 0.9 - Amortisation of patents, licences & product development 13 0.6 0.1 Amortisation of brand names 13 0.4 0.5 Depreciation of property, plant and equipment 14 12.7 11.8 Depreciation of right of use asset 15 22.2 22.6 Total depreciation and amortisation 57.8 56.9 Product development and sourcing costs 32.1 30.7 Significant items: Acquisition related costs1 7 (0.5) (2.1) South Africa/USA/UK set-up costs1 7 1.8 3.4 Impairment of intangibles1 7 15.8 200.4 Restructuring costs1 7 17.9 15.1 Total significant items 35.0 216.8 1. These costs are included as other expenses in the consolidated income statement. 78 Amotiv Limited Annual Report 2026
Page 88
Notes to the Consolidated Financial Statements 4. Net Finance Costs Accounting policies Finance income Finance income is comprised of interest income, fair value gains on interest rate hedging instruments through the income statement and gains on disposals. Interest income is recognised on a time proportionate basis that takes into account the effective yield on the financial asset. Finance costs Finance costs are classified as expenses consistent with the balance sheet classification of the related debt or equity instruments. Finance costs are comprised of interest expense on borrowings, interest expense on lease liability and fair value losses on interest rate hedging instruments through the income statement. Interest expense on borrowings is recognised on an effective interest basis. This table summarises net finance costs from operations: 2026 2025 $’m $’m Finance costs/(income): Interest income (0.3) (0.9) Interest expense 21.1 20.4 Interest on lease liabilities 6.5 7.0 Unwinding of discount on acquisition related contingent consideration payable - 1.8 Net foreign exchange (gain) / loss (0.1) (0.3) Net finance costs from operations 27.2 28.0 5. Earnings/(Loss) Per Share Earnings/(loss) per share ('EPS') is the amount of profit attributable to each share. Basic EPS is calculated on the Group profit for the year attributable to owners of the Company divided by the weighted average number of ordinary shares on issue during the period. Diluted EPS reflects any commitments the Group has to issue shares in the future, such as those issued upon vesting of Performance Rights, where the issuance of those shares will be dilutive compared to Basic EPS. 2026 2025 $’m $’m Profit/(loss) from operations, net of income tax, attributable to owners of the Company 75.1 (106.3) Number Number Weighted average number of ordinary shares used as the denominator for basic EPS 134,573,353 139,168,888 Effect of balance of Performance Rights outstanding at 30 June 1,142,367 1,517,736 Weighted average number of ordinary shares used as the denominator for diluted EPS 135,715,720 140,686,624 Earnings/(loss) per share from operations: Cents per share Cents per share Basic EPS 55.8 (76.4) Diluted EPS 55.3 (76.4) Amotiv Limited Annual Report 2026 79
Page 89
Notes to the Consolidated Financial Statements 6. Auditors' Remuneration This table summarises auditors’ remuneration incurred: 2026 2025 $’000 $’000 Audit and review services: The auditor of Amotiv Limited - audit and review of Group financial reports 1,041 1,288 - audit and review of Group climate report 129 - - audit and review of subsidiary financial reports 160 224 1,330 1,512 Other services: The auditor of Amotiv Limited - in relation to taxation advice and compliance 402 349 402 349 7. Segment Information Segment reporting is presented in respect of the Group’s reportable segments. Reportable segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Managing Director & CEO (Chief Operating Decision Maker - ‘CODM’). The CODM is responsible for the allocation of resources to reportable segments and assessing their performance primarily based on revenue and EBITA pre-significant items. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Reportable segments The following summary describes the operations in each of the Group’s reportable segments: 4WD Accessories & Trailering segment Manufacturing, marketing and distribution of towing, trailering, functional accessories and associated products for the automotive aftermarket and Original Equipment Manufacturer customers. Lighting, Power & Electrical segment Manufacturing, marketing and distribution of automotive electrical, lighting, power management solutions and associated products for all types of vehicles for the automotive aftermarket and Original Equipment Manufacturer customers. Powertrain & Undercar segment Manufacturing, marketing and distribution of automotive and heavy-duty filters for cars, trucks, agricultural and mining equipment, fuel pumps, clutches, brakes, gaskets, pumps, electronic devices and associated products and accessories for the automotive aftermarket. Geographical segments The Group operates primarily in two geographical segments; Asia Pacific and North America. Refer Note 2 for geographical sales disclosure. 80 Amotiv Limited Annual Report 2026
Page 90
Notes to the Consolidated Financial Statements / 7. Segment Information (continued) Reportable segments (continued) For the year ended 30 June 2026 4WD Accessories & Trailering Lighting, Power & Electrical Powertrain & Undercar Unallocated1 Total Reportable segments $’m $’m $’m $’m $’m Total segment revenue (external) 368.5 315.9 339.5 - 1,023.9 EBITDA pre- significant items 71.3 82.7 87.1 (11.1) 230.0 Less: Depreciation (18.5) (7.5) (8.3) (0.6) (34.9) EBITA pre- significant items 52.8 75.2 78.8 (11.7) 195.1 Less: Amortisation of intangibles (19.1) (2.9) (0.9) - (22.9) EBIT pre-significant items2 33.7 72.3 77.9 (11.7) 172.2 Acquisition related gains/(costs)3 - 0.1 (0.3) 0.7 0.5 UK / South Africa / USA set-up costs4 (1.8) - - - (1.8) Impairment of intangibles5 (15.8) - - - (15.8) Restructuring costs6 (8.6) (1.4) (4.0) (3.9) (17.9) Segment result (EBIT) 7.5 71.0 73.6 (14.9) 137.2 Interest on lease liability (1.9) (2.0) (2.3) (0.3) (6.5) Interest expense (0.1) (0.1) (0.3) (20.6) (21.1) Interest income - - - 0.3 0.3 Net foreign exchange (loss)/gain - (0.1) - 0.2 0.1 Profit / (loss) before tax 5.5 68.8 71.0 (35.3) 110.0 Tax (expense)/benefit (6.2) (16.9) (21.3) 9.5 (34.9) Profit / (loss) attributable to owners of the Company (0.7) 51.9 49.7 (25.8) 75.1 Segment assets7 741.9 515.0 264.6 38.9 1,560.4 Segment liabilities (187.1) (139.6) (89.4) (427.5) (843.6) Segment capital expenditure (19.3) (4.4) (1.9) - (25.6) 1. Unallocated items comprise mainly of corporate assets, corporate expenses, interest, tax, corporate borrowings, and deferred tax balances. 2. Significant items include material (>$0.1m) non-recurring items of income and expenditure which are excluded from EBIT so the measure better reflects the maintainable earnings of the Group. 3. Acquisition related gains/(costs) relate to acquisition initiative support costs ($0.7m), Rindab AB acquisition related costs $0.1m and historical true-up of APG purchase price $1.1m. 4. South Africa/USA/UK set-up costs relate to South Africa ($0.5m), USA ($0.5m) and UK ($0.8m) start up costs. 5. Impairment of intangibles relates to impairment of goodwill ($15.8m) arising from ECB Pty Ltd being held for sale. Refer to note 30.1. 6. Restructuring costs relate to the groups technology restructure project ($1.3m), Milford integration costs ($3.5m), Cruisemaster integration costs ($2.5m), APG Thailand and Queensland restructuring costs ($1.0m), IMG restructuring and relocation costs ($2.5m), ACS warehouse consolidation ($0.4m), Amotiv Unified costs ($5.4m) and other restructuring costs ($1.3m). 7. This includes non-current assets from Asia Pacific of $926.4m, North America of $102.6m and Other of $13.3m. Amotiv Limited Annual Report 2026 81
Page 91
Notes to the Consolidated Financial Statements / 7. Segment Information (continued) Reportable segments (continued) For the year ended 30 June 2025 4WD Accessories & Trailering Lighting, Power & Electrical Powertrain & Undercar Unallocated1 Total Reportable segments $’m $’m $’m $’m $’m Total segment revenue (external) 354.9 318.2 324.3 - 997.4 EBITDA pre- significant items 76.2 76.2 85.5 (11.5) 226.4 Less: Depreciation (17.0) (8.5) (8.3) (0.6) (34.4) EBITA pre- significant items 59.2 67.7 77.2 (12.1) 192.0 Less: Amortisation of intangibles (18.4) (2.9) (1.2) - (22.5) EBIT pre-significant items2 40.8 64.8 76.0 (12.1) 169.5 Acquisition related costs3 (0.3) 2.7 - (0.3) 2.1 South Africa / USA set-up costs4 (3.4) - - - (3.4) Impairment of intangibles5 (199.8) (0.6) - - (200.4) Restructuring costs6 (7.2) (2.0) (3.2) (2.7) (15.1) Segment result (EBIT) (169.9) 64.9 72.8 (15.1) (47.3) Interest on lease liability (1.9) (2.5) (2.3) (0.3) (7.0) Interest expense - (1.2) (0.3) (18.9) (20.4) Interest income 0.1 0.1 - 0.7 0.9 Unwinding of discount on acquisition related contingent consideration payable - (0.4) - (1.4) (1.8) Net foreign exchange (loss)/gain 0.2 - - 0.1 0.3 Profit / (loss) before tax (171.5) 60.9 70.2 (34.9) (75.3) Tax (expense)/benefit (5.9) (14.5) (20.8) 10.2 (31.0) Profit / (loss) attributable to owners of the Company (177.4) 46.4 49.4 (24.7) (106.3) Segment assets7,8 791.4 536.7 280.2 (7.1) 1,601.2 Segment liabilities (193.8) (150.0) (93.2) (439.9) (876.9) Segment capital expenditure (16.4) (5.4) (2.9) (0.1) (24.8) 1. Unallocated items comprise mainly of corporate assets, corporate expenses, interest, tax, corporate borrowings, and deferred tax balances. 2. Significant items include material (>$0.1m) non-recurring items of income and expenditure which are excluded from EBIT so the measure better reflects the maintainable earnings of the Group. 3. Acquisition related costs relate to acquisition initiative support costs ($0.6m) and reversal of contingent consideration relating to the acquisition of Caravan Electrical Solutions $2.7m. 4. South Africa / USA costs relate to South Africa ($2.7m) and USA ($0.7m) start up costs. 5. Impairment of intangibles relates to impairment of APG goodwill ($187.0m) and brand name ($3.0m), impairment of Fully Equipped goodwill ($8.0m) and brand name ($1.8m) and impairment of KT brand name ($0.6m). 6. Restructuring costs relate to the Group's technology restructure project ($2.4m), Milford integration costs ($3.9m), APG NZ, APG Thailand, Best Bars and Christine Products restructuring costs ($3.3m), DBA, IMG and RYCO restructuring and relocation costs ($2.1m), BWI Australia (Queensland) and NZ restructuring costs ($1.9m), Amotiv Unified consultant costs ($0.3m) and one-off discretionary employee compensation ($1.2m). 7. This includes non-current assets from Asia Pacific of $982.4m, North America of $106.9m and Other of $12.5m. 8. Unallocated segment assets includes $17.6m of bank overdraft which is part of a set-off arrangement with other entities within the Group. 82 Amotiv Limited Annual Report 2026
Page 92
Notes to the Consolidated Financial Statements Working Capital Working capital represents the assets and liabilities the Group generates through its trading activity. The Group therefore defines working capital as inventory, trade and other receivables, trade and other payables and provisions. Careful management of working capital ensures that the Group can meet its trading and financing obligations within its ordinary operating cycle. This section provides further information regarding working capital management and analysis of the elements of working capital. 8. Trade and Other Receivables Accounting policies Trade receivables Trade and other receivables are non-derivative financial instruments that are initially recognised at fair value plus any directly attributable costs. After initial recognition, they are measured at amortised cost using the effective interest method, less identified impairment. Goods and services tax Trade receivables are recognised inclusive of the amount of goods and services tax (GST) which is payable to taxation authorities. The net amount of GST payable to the taxation authority is included as part of payables. 2026 2025 $’m $’m Trade receivables 203.2 204.1 Less: Allowance for doubtful debts (3.0) (3.9) Net trade receivables 200.2 200.2 An allowance has been made for estimated irrecoverable amounts from the sale of goods and services, determined with reference to forward looking expected credit loss (ECL). The movement in the allowance for doubtful debts was recognised in the income statement in the current financial year. 2026 2025 Movement in allowance for doubtful debts $’m $’m Balance at the beginning of the year (3.9) (3.5) Doubtful debts recognised (0.2) (1.0) Amounts written off as uncollectible 0.9 0.6 Net foreign currency difference arising on translation of financial statements of foreign operations 0.2 - Balance at the end of the year (3.0) (3.9) Amounts are written off as uncollectible only after it is determined that the debts are no longer collectible either by notification from an administrator to the debtor or because the debtor has demonstrated an inability to pay. Where applicable, insurance proceeds are received to partially mitigate the loss and the net uncollectible amount is reflected above. 2026 2025 Gross Provision Net Gross Provision Net $’m $’m $’m $’m $’m $’m Ageing of trade receivables Not past due 175.3 (0.1) 175.2 184.8 (0.2) 184.6 Past due 1 - 60 days 17.5 (0.3) 17.2 11.3 (0.5) 10.8 Past due 61 - 120 days 3.4 (0.7) 2.7 3.0 (0.9) 2.1 Past due 121 - 365 days 5.5 (0.7) 4.8 4.1 (2.0) 2.1 Past due more than one year 1.5 (1.2) 0.3 0.9 (0.3) 0.6 Total trade receivables 203.2 (3.0) 200.2 204.1 (3.9) 200.2 Amotiv Limited Annual Report 2026 83
Page 93
Notes to the Consolidated Financial Statements 9. Inventories Accounting policies Inventories Inventories are measured at the lower of cost and net realisable value. Costs, including an appropriate portion of fixed and variable overhead expenses, are assigned to inventory by the method most appropriate to each particular class of inventory, with the majority being valued on a weighted average basis. Net realisable value represents the estimated selling price less all estimated costs of completion and selling costs. Goods and services tax Non-financial assets such as inventories are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of the asset. 2026 2025 $’m $’m Current Raw materials 30.2 36.5 Work in progress 14.1 12.3 Finished goods 226.9 210.1 Inventory – at cost 271.2 258.9 Less: Provision for slow moving inventory (24.6) (24.7) Total inventory 246.6 234.2 Inventories disclosed above are net of the provision for slow moving or obsolete inventory. Finished goods are in a sellable condition, available for sale to meet customer demand, and are therefore considered to be current in nature. Increases or write-backs of the provision are recognised in cost of goods sold (see Note 3). Inventories recognised as an expense from operations for the year ended 30 June 2026 totalled $585.6m (2025: $561.0m). 10. Trade and Other Payables Accounting policies Payables Trade payables and other accounts payable are non-derivative financial instruments measured at cost. Goods and services tax Trade payables are recognised inclusive of the amount of goods and services tax (GST) which is recoverable from taxation authorities. The net amount of GST recoverable from the taxation authority is included as part of receivables. 2026 2025 $’m $’m Current Accrued expenses and other payables 55.1 58.1 Trade payables 99.7 94.0 Total trade and other payables 154.8 152.1 No interest is incurred on trade payables. 84 Amotiv Limited Annual Report 2026
Page 94
Notes to the Consolidated Financial Statements 11. Employee Benefits Accounting policies Employee benefits Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required, and they are capable of being measured reliably. Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement and including on-costs associated with employment. Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 2026 2025 $’m $’m Current 21.4 21.3 Non-current 5.1 5.4 Accrued wages and salaries1 6.0 4.6 Total employee benefits 32.5 31.3 1. Accrued wages and salaries are included in accrued expenses in Note 10. Amotiv Limited Annual Report 2026 85
Page 95
Notes to the Consolidated Financial Statements Tangible and Intangible Assets 12. Goodwill Accounting policies Goodwill Goodwill represents the excess of the cost of acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is recognised as an asset and not amortised but tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Any impairment is recognised immediately in the Income Statement and is not subsequently reversed. This table summarises the movement in goodwill: 2026 2025 Note $’m $’m Gross carrying amount Balance at the beginning of the year 444.5 639.2 Impairment of goodwill1 16 (15.8) (195.0) Net foreign currency difference arising on translation of financial statements of foreign operations (6.1) 0.3 Balance at the end of the year 422.6 444.5 1. Impairment of goodwill relates to ECB Pty Ltd $15.8m, refer to note 30.1 (2025: relates to the impairment of APG CGU $187.0m and Fully Equipped CGU $8.0m). 13. Other Intangible Assets Accounting policies Brand names and trademarks Acquired brand names and trademarks are recorded at cost. The carrying values are tested on a stand-alone basis, based on its value in use (Note 16). The Group holds several brand names and most of these are considered to have an indefinite useful life. The indefinite useful life reflects the Directors' view that these brands are assets that provide ongoing market access advantages for both new and existing product sales in the markets that the businesses operate. The current understanding of the industries and markets that the businesses operate in indicates that demand for products will continue in a sustainable manner, that changes in technology are not seen as a major factor impacting the brands future value, and the brands have proven long lives in their respective markets. Customer relationships Customer relationships that are acquired by the Group have finite lives, are measured at cost less accumulated amortisation (Note 3) and accumulated impairment losses. Amortisation of customer relationships is calculated on a straight-line basis based on its estimated useful life and recognised in the Income Statement. Other intangible assets Other intangible assets, including patents, licences and product development, that are acquired by the Group, which have finite lives, are measured at cost less accumulated amortisation (Note 3) and accumulated impairment losses. 86 Amotiv Limited Annual Report 2026
Page 96
Notes to the Consolidated Financial Statements / 13. Other Intangible Assets (continued) Amortisation Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight line method over the estimated useful lives and is generally recognised in the Income Statement. Goodwill is not amortised. The estimated useful lives for current and comparative periods are as follows: • Customer relationships: 5-15 years • Patents, licences and product development: 1-7 years • Software: 5-7 years • Brand names (for those with definite life): 5-10 years The carrying value is tested for impairment as part of the annual testing of cash generating units (Note 16). Brand, business names & trademarks1 Patents, licences & product development Software Customer relationships Total $’m $’m $’m $’m $’m Gross carrying amount Balance at 1 July 2024 223.7 1.8 0.6 309.5 535.6 Additions - 4.9 - - 4.9 Foreign currency movements 1.0 - - 0.5 1.5 Balance at 30 June 2025 224.7 6.7 0.6 310.0 542.0 Additions - 7.4 2.8 - 10.2 Transferred to assets held for sale2 (6.4) (0.5) - (4.9) (11.8) Foreign currency movements (1.9) (0.1) - (2.8) (4.8) Balance at 30 June 2026 216.4 13.5 3.4 302.3 535.6 Accumulated amortisation Balance at 1 July 2024 (2.2) (1.7) (0.6) (54.4) (58.9) Amortisation expense (0.5) (0.1) - (21.9) (22.5) Impairment of other intangibles3 (5.4) - - - (5.4) Foreign currency movements 0.2 - - 0.1 0.3 Balance at 30 June 2025 (7.9) (1.8) (0.6) (76.2) (86.5) Amortisation expense (0.4) (0.6) (0.9) (21.0) (22.9) Transferred to assets held for sale2 - - - 2.0 2.0 Foreign currency movements 0.1 - - 0.5 0.6 Balance at 30 June 2026 (8.2) (2.4) (1.5) (94.7) (106.8) Carrying amount As at 30 June 2025 216.8 4.9 - 233.8 455.5 As at 30 June 2026 208.2 11.1 1.9 207.6 428.8 1. Includes brand names with a gross value of $3.3m which are being amortised. 2. Relates to the divestment of (ECB Pty Ltd). Refer to note 30.1. 3. Impairment of other intangibles relates to impairment of APG brand name ($3.0m), impairment of Fully Equipped brand name ($1.8m) and impairment of KT brand name ($0.6m). Amortisation is recognised in administration expense in the Consolidated Income Statement. Amotiv Limited Annual Report 2026 87
Page 97
Notes to the Consolidated Financial Statements 14. Property, Plant and Equipment Accounting policies Property, plant and equipment Property, plant and equipment and leasehold improvements are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. If there has been a technological change or decline in business performance, Management review the value of the assets to ensure they have not fallen below their depreciated value. If an asset's value falls below its depreciated value, an additional one-off impairment charge is made against profit. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Leased property, plant and equipment As at 30 June 2026, there were no leased equipment held under finance lease (2025: Nil). This table summarises the movement in gross carrying amount, accumulated amortisation and written down value of property, plant and equipment: Property, plant and equipment $’m Gross carrying amount Balance at 1 July 2024 109.5 Additions 20.2 Disposals (10.7) Foreign currency movements 3.0 Balance at 30 June 2025 122.0 Additions 18.2 Disposals (4.4) Transferred to assets held for sale1 (5.6) Foreign currency movements (5.5) Balance at 30 June 2026 124.7 Accumulated depreciation Balance at 1 July 2024 (47.0) Depreciation expense (11.8) Disposals 9.5 Foreign currency movements (1.9) Balance at 30 June 2025 (51.2) Depreciation expense2 (12.7) Disposals 4.4 Transferred to assets held for sale1 3.2 Foreign currency movements 0.7 Balance at 30 June 2026 (55.6) Carrying amount As at 30 June 2025 70.8 As at 30 June 2026 69.1 1. Relates to the divestment of (ECB Pty Ltd). Refer to note 30.1. 2. Depreciation is recognised as an administration expense in the Consolidated Income Statement. 88 Amotiv Limited Annual Report 2026
Page 98
Notes to the Consolidated Financial Statements 15. Leases Leases as a lessee The Group leases warehouse and office facilities. On average the leases typically run for a period of 10 years, with an option to renew the lease after that date. Leases typically provide for an annual rent payments uplift based on changes in local price indices. For certain leases, the Group is restricted from entering into any sub-lease arrangements. Some leases may also provide for a market based revision if a lease extension option is exercised. The warehouse and office facilities leases are entered into as combined leases of land and buildings. The Group leases motor vehicle and forklift, on average, the leases typically run for a period of 4 years and do not have options to extend or vary lease terms. The Group leases IT equipment with contract terms of one to three years. In instances where these leases are short term and/or leases of low-value items, the Group has elected not to recognise right-of-use assets and lease liabilities for these leases. Information about leases for which the Group is a lessee is presented below. i. Right of use assets Land and buildings Motor vehicles and forklifts Office equipment Total $’m $’m $’m $’m Balance at 1 July 2024 105.4 2.2 0.2 107.8 Depreciation charge for the year (19.9) (2.4) (0.3) (22.6) Lease reassessments 2.8 - - 2.8 Additions to right-of-use assets 27.9 2.8 0.1 30.8 Foreign exchange movements 1.3 0.1 - 1.4 Balance at 30 June 2025 117.5 2.7 - 120.2 Depreciation charge for the year (20.1) (2.0) (0.1) (22.2) Transferred to assets held for sale1 (0.4) - - (0.4) Lease reassessments (3.5) - - (3.5) Additions to right-of-use assets 9.0 0.9 0.1 10.0 Foreign exchange movements (4.2) (0.1) - (4.3) Balance at 30 June 2026 98.3 1.5 - 99.8 1. Relates to the divestment of (ECB Pty Ltd). Refer to note 30.1. ii. Amounts recognised in profit and loss 2026 2025 $’m $’m Leases Interest on lease liabilities 6.5 7.0 Expenses relating to short-term leases and low value assets 2.8 1.3 iii. Amounts recognised in statement of cash flows 2026 2025 $’m $’m Total cash outflows for leases (26.6) (26.9) iv. Extension options Some property leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. The Group has included all extension options available in determining its lease liability calculations. Amotiv Limited Annual Report 2026 89
Page 99
Notes to the Consolidated Financial Statements 16. Impairment Testing Accounting policies Impairment of property, plant, equipment and intangible assets Intangible assets with indefinite life are tested for impairment annually and whenever there is an indication that the asset may be impaired. Tangible assets are tested for impairment whenever there is an indication that the asset may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Assets that cannot be tested individually are grouped together into cash-generating units (CGUs) which are the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash flows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs, to which goodwill has been allocated, are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. The recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the income statement immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment loss (other than goodwill) is recognised in the income statement immediately. Any impairment of goodwill is not subsequently reversed. Results All intangible assets with indefinite lives (goodwill and brand names), have been allocated for impairment testing purposes to CGUs (or groups of units). Where appropriate, the recoverable amount for brand names has been tested on a stand-alone basis, based on its value in use, in addition to being considered as part of the CGU assessment. Each identified CGU's recoverable amount has been tested on the basis of its value in use. The value in use calculation uses assumptions including cash flow projections based on the FY2027 budget (2025: based on FY2026 budget), projections for a further 4 years based on expected revenue growth rates, gross margin growth and EBITDA growth for the specific CGU and a terminal value growth rate ranging between 2%-3% consistent with the sectors in which the CGUs operate. The budgeted and forecast values assigned reflect past experience, risk adjusted outcomes expected from strategic initiatives or, where appropriate, external sources of information. The following summarises the carrying value of goodwill and indefinite life intangible assets for each of the Group’s material CGUs that is considered significant in comparison to the Group’s total carrying amount of goodwill and indefinite life intangible assets, together with the range of post-tax discount rates applied to cash flows of each CGU for the years ended 30 June 2026 and 2025: 30 June 2026 30 June 2025 Goodwill Indefinite life intangibles Discount rate Goodwill Indefinite life intangibles Discount rate Cash Generating Units $’m $’m % $’m $’m % Brown & Watson ANZ 112.2 100.8 10.30% 106.7 100.6 10.30% Vision X 38.1 19.4 12.50% 43.7 20.3 12.30% APG 239.4 71.2 10.40% 254.9 78.4 10.30% Multiple units without significant goodwill and indefinite life intangibles 32.9 16.8 10.30%-11.8% 39.2 17.5 10.30%-12.85% Refer to Note 3 and Note 12 for impairment charge recognised during the year ended 30 June 2026 (30 June 2025: $200.4m). The Directors have assessed that no further impairment charge is required in relation to the tangible or intangible assets for the year ended 30 June 2026. Impairment testing APG CGU The recoverable amount of this CGU was based on its value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The fair value measurement was categorised as a Level 3 fair value based on the inputs in the valuation technique used. The values assigned to the key assumptions represent management’s assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources. The key assumptions used in the estimation of value in use are set out below. 90 Amotiv Limited Annual Report 2026
Page 100
Notes to the Consolidated Financial Statements / 16. Impairment Testing (continued) Results (continued) 2026 2025 % % Discount rate 10.40% 10.30% Terminal value growth rate 2.50% 2.50% Budgeted EBITDA growth rate (average of next 5 years) 6.60% 6.29% The discount rate was estimated based on the average rates of return required by providers of debt and equity capital to compensate for the time value of money and the perceived risk or uncertainty of the cash flows, weighted in proportion to the market value of the debt and equity capital provided. Since fair market value is premised on a current transaction between willing parties, industry specific estimates relative to capital structure, required return on equity, and required yield on interest bearing debt were utilised. The cash flow projections included specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate was determined based on government long-term inflation rate, consistent with the assumptions that a market participant would make. The budgeted and forecast EBITDA was estimated taking into account past experience, risk adjusted outcomes expected from strategic initiatives or, where appropriate, external sources of information. Based on the value-in-use analysis, the estimated recoverable amount of the APG CGU exceeded its carrying amount by approximately $29.9m at 30 June 2026. Given APG's exposure to new vehicle sales volumes, dealer fitment activity and broader consumer demand, management has assessed that reasonably possible changes in certain key assumptions could have a significant impact on the recoverable amount of the CGU. Holding all other assumptions constant: • a reduction in the average forecast EBITDA growth rate over the FY27 to FY31 forecast period from 6.6% to 5.6% would reduce the headroom by approximately $33.7m (break-even average EBITDA growth rate: 5.7%); • a reduction in the terminal growth rate from 2.5% to 2.0% would reduce the headroom by approximately $28.9m (break-even terminal growth rate: 1.98%); and • an increase in the post-tax discount rate from 10.4% to 10.9% would reduce the headroom by approximately $37.8m (break-even discount rate: 10.79%). Management considers these changes to be reasonably possible given ongoing uncertainty regarding consumer demand, new vehicle sales volumes, labour and input cost inflation, competitive market conditions and broader macroeconomic factors. 17. Commitments for Expenditure Plant & equipment Future contracted capital expenditure not provided for and payable are as follows: 2026 2025 $’m $’m Within 1 year 3.0 2.7 Between 1 and 5 years - - Later than 5 years - - Total plant and equipment capital expenditure 3.0 2.7 Amotiv Limited Annual Report 2026 91
Page 101
Notes to the Consolidated Financial Statements Capital Structure and Risk Management This section outlines how the Group manages its capital structure and related financing costs, including its balance sheet liquidity and access to capital markets. The Directors determine the appropriate capital structure of the Group, how much is realised from shareholders and how much is borrowed from financial institutions to finance the Group’s activities now and in the future. This section details the interest income generated on the Group's cash and other financial assets and the interest expense incurred on borrowings and other financial assets and liabilities. The presentation of these net financing costs in this note reflects income and expenses according to the classification of the financial instruments. 18. Cash and Cash Equivalents Accounting policies Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts and are principally held with the same financial institutions who provide borrowing facilities to the company. Bank overdrafts, where they occur, are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. 2026 2025 $’m $’m Cash and cash equivalents in the balance sheet 48.8 53.4 Bank overdrafts repayable on demand - (1.9) Total cash and cash equivalents in the statement of cash flow 48.8 51.5 Reconciliation of profit after income tax to net cash provided by operating activities 2026 2025 $’m $’m Profit from operations, net of income tax 75.1 (106.3) Depreciation and amortisation 57.8 56.9 Impairment of intangibles 15.8 200.4 Remeasurement of contingent consideration 0.9 (2.7) Interest paid 21.1 20.4 Interest on lease liabilities 6.5 7.0 Dividends received from equity investments (1.4) - Unwinding of discount on acquisition related contingent consideration payable - 1.8 Net foreign exchange (gain) / loss (0.1) (0.3) (Gain)/Loss on sale of property, plant and equipment (0.1) 0.9 Changes in working capital assets and liabilities: Increase/(decrease) in net tax liability (6.4) (10.4) (Increase)/decrease in inventories (15.8) (8.3) (Increase)/decrease in trade receivables (2.6) (4.1) (Increase)/decrease in other assets 0.2 0.9 Increase/(decrease) in provisions 4.2 (1.3) Increase/(decrease) in payables 2.7 (8.0) Increase/(decrease) in derivatives (2.7) 2.7 Net cash provided by operating activities 155.2 149.6 Cash flows are included in the cash flow statement on a gross basis inclusive of GST. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. 92 Amotiv Limited Annual Report 2026
Page 102
Notes to the Consolidated Financial Statements 19. Loans and Borrowings Accounting policies Loans and borrowings Loans and borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, loans and borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in the Income Statement over the period of the loans and borrowings using the effective interest rate method. Banking facility During this year, the Group extended a short term offshore facility. A summary of facilities follows in the sections below. Unsecured bank loans The unsecured bank loans in accordance with the Common Terms Deed are summarised in the sections below. Bank borrowing summary This table summarises Borrowings relating to all operations at 30 June 2026 and 30 June 2025: 2026 2025 $’m $’m Current Bank overdraft - 1.9 Unsecured bank loans - 0.8 Total current borrowings - 2.7 Non-current Unsecured bank loans and fixed term loans 425.1 433.0 Total non-current borrowings 425.1 433.0 Facilities available The facilities available, utilised and their maturity dates at 30 June 2026 and 30 June 2025 are summarised as follows: Facilities as at 30 June 2026 ($'m)1 Facilities as at 30 June 2025 ($'m)1 Available Utilised2 Not utilised Maturity Available Utilised2 Not utilised Maturity Overdraft - Offset 17.8 - 17.8 - 17.9 1.9 16.0 - Bank borrowing (USD) – 2 year facility 2.9 - 2.9 28-01-2027 3.1 0.8 2.3 28-01-2026 Revolving Bank – 3 year facility 20.0 20.0 - 21-12-2027 20.0 20.0 - 21-12-2027 Revolving Bank – 3 year facility 60.0 60.0 - 2-01-2028 60.0 60.0 - 2-01-2028 Revolving Bank - 4 year facility 90.0 59.6 30.4 15-11-2028 90.0 68.0 22.0 15-11-2028 Revolving Bank - 4 year facility 60.0 13.0 47.0 2-01-2029 60.0 10.0 50.0 2-01-2029 Revolving Bank - 5 year facility 40.0 - 40.0 15-11-2029 40.0 - 40.0 15-11-2029 Revolving Bank - 5 year facility 30.0 - 30.0 2-01-2030 30.0 - 30.0 2-01-2030 Fixed term loan – 8 year facility 50.0 50.0 - 24-01-2028 50.0 50.0 - 24-01-2028 Fixed term loan – 8 year facility 63.2 63.2 - 31-12-2029 63.2 63.2 - 31-12-2029 Fixed term loan – 9 year facility 26.6 26.6 - 25-11-2030 26.6 26.6 - 25-11-2030 Fixed term loan – 8 year facility 10.0 10.0 - 23-11-2031 10.5 10.5 - 23-11-2031 Fixed term loan – 10 year facility 46.1 46.1 - 23-11-2031 48.4 48.4 - 23-11-2031 Fixed term loan – 11 year facility 49.2 49.2 - 30-12-2032 49.2 49.2 - 30-12-2032 Fixed term loan – 12 year facility 28.1 28.1 - 30-12-2033 28.1 28.1 - 30-12-2033 Total 593.9 425.8 168.1 597.0 436.7 160.3 1. Fixed term loans are subject to fixed interest rates with all other facilities subject to variable rates. 2. Disclosed at face value and excludes capitalised loan establishment costs. Amotiv Limited Annual Report 2026 93
Page 103
Notes to the Consolidated Financial Statements / 19. Loans and Borrowings (continued) Financing facilities This table summarises facilities available, used and not utilised related to all operations at 30 June 2026 and 30 June 2025: 2026 2025 $’m $’m Facilities available: Unsecured bank overdrafts/offset 17.8 17.9 Unsecured bank loans 302.9 303.1 Unsecured Fixed Term loans 273.2 276.0 Total facilities available 593.9 597.0 Facilities used at balance date: Unsecured bank overdrafts/offset - 1.9 Unsecured bank loans1 152.6 158.8 Unsecured Fixed Term loans1 273.2 276.0 Total facilities used at balance date 425.8 436.7 Facilities not utilised at balance date: Unsecured bank overdrafts/offset 17.8 16.0 Unsecured bank loans 150.3 144.3 Unsecured Fixed Term loans - - Total facilities not utilised at balance date 168.1 160.3 1. Unsecured bank loans and fixed term loans is gross of borrowing costs of $0.7m (30 June 2025: $1.0m) Reconciliation of movements of assets and liabilities to cash flows arising from financing activities Loans and borrowings and other financial assets Lease liabilities Interest Rate Swaps / Forward exchange contracts used for hedging - asset Interest Rate Swaps / Forward exchange contracts used for hedging - liabilities Reserves Retained earnings Share capital Total $’m $’m $’m $’m $’m $’m $’m $’m Balance at 1 July 2025 432.0 134.7 0.3 2.7 22.1 71.8 630.4 1,294.0 Proceeds from loans and borrowings 153.0 - - - - - - 153.0 Repayment/(Advance) of loans and borrowings (158.4) - - - - - - (158.4) Payment of lease liabilities - (20.1) - - - - - (20.1) Dividend paid - - - - - (56.5) - (56.5) Amotiv Shares repurchased (net of repurchase costs) - - - - - - (18.3) (18.3) Amotiv Shares purchased by G.U.D. Holdings Employee Share Trust - - - - - - (0.6) (0.6) Interest paid (21.1) (6.5) - - - - - (27.6) Total changes from financing cash flows (26.5) (26.6) - - - (56.5) (18.9) (128.5) The effect of changes in foreign exchange rates (3.2) (4.9) 1.0 (1.6) - - - (8.7) Other changes 0.0 (3.7) 0.4 (0.1) (7.2) - - (10.6) Current year profit/(loss) - - - - - 75.1 - 75.1 Acquisitions / additions - 10.0 - - - - - 10.0 Interest expense 21.1 6.5 - - - - - 27.6 Total other changes 21.1 12.8 0.4 (0.1) (7.2) 75.1 - 102.1 Balance at 30 June 2026 423.4 116.0 1.7 1.0 14.9 90.4 611.5 1,258.9 94 Amotiv Limited Annual Report 2026
Page 104
Notes to the Consolidated Financial Statements / 19. Loans and Borrowings (continued) Financing facilities (continued) Loans and borrowings and other financial assets Lease liabilities Interest Rate Swaps / Forward exchange contracts used for hedging - asset Interest Rate Swaps / Forward exchange contracts used for hedging - liabilities Reserves Retained earnings Share capital Total $’m $’m $’m $’m $’m $’m $’m $’m Balance at 1 July 2024 384.4 119.1 1.3 1.0 19.3 234.8 679.6 1,439.5 Proceeds from loans and borrowings 179.3 - - - - - - 179.3 Repayment/(Advance) of loans and borrowings (130.6) - - - - - - (130.6) Payment of lease liabilities - (19.9) - - - - - (19.9) Dividend paid - - - - - (56.7) - (56.7) Amotiv Shares repurchased (net of repurchase costs) - - - - - - (48.7) (48.7) Amotiv Shares purchased by G.U.D. Holdings Employee Share Trust - - - - - - (0.5) (0.5) Interest paid (20.4) (7.0) - - - - - (27.4) Total changes from financing cash flows 28.3 (26.9) - - - (56.7) (49.2) (104.5) The effect of changes in foreign exchange rates 1.1 1.9 (1.0) 1.6 - - - 3.6 Other changes (2.2) 2.8 - 0.1 2.8 - - 3.5 Current year profit - - - - - (106.3) - (106.3) Acquisitions / additions - 30.8 - - - - - 30.8 Interest expense 20.4 7.0 - - - - - 27.4 Total other changes 18.2 40.6 - 0.1 2.8 (106.3) - (44.6) Balance at 30 June 2025 432.0 134.7 0.3 2.7 22.1 71.8 630.4 1,294.0 20. Derivatives Accounting policies Derivative financial instruments The Group is exposed to changes in interest rates on its net borrowings and to changes in foreign exchange rates on its foreign currency transactions and net assets. In accordance with Board approved policies, the Group uses derivatives to hedge these underlying exposures. It may enter into a variety of derivatives including forward foreign exchange contracts, interest rate swaps, options and collars. Derivatives are recognised initially at fair value and any directly attributed transaction costs are recognised in profit or loss as they are incurred. Subsequent to initial recognition, derivatives are recognised at fair value, and changes are generally recognised in profit or loss unless designated and effective as cash flow hedging instruments. Cash flow hedges The Group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges). When a derivative is designated as a cash flow hedge, the effective portion of changes in the fair value of derivatives is recognised in other comprehensive income and accumulated in the hedging reserve. Any ineffective portion of changes in fair value of the derivative is recognised immediately in the income statement. The amounts are accumulated in other comprehensive income and reclassified in the income statement in the same period when the impact of the hedged item affects profit or loss. When the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. Hedge accounting is discontinued on a prospective basis when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Where these derivatives are exited, the gain or losses accumulated in other comprehensive income are reclassified to profit or loss immediately when the hedged item doesn't exist, otherwise the gain or loss is reclassified when the hedged item impacts profit or loss. Amotiv Limited Annual Report 2026 95
Page 105
Notes to the Consolidated Financial Statements / 20. Derivatives (continued) Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. Derivative assets This table summarises derivative assets related to all operations at 30 June 2026 and at 30 June 2025: 2026 2025 $’m $’m Current Derivatives - Interest rate swaps - - Derivatives - Cross currency swaps - - Derivatives - Foreign currency forward contracts 1.3 0.3 Current derivative assets 1.3 0.3 Non-current Derivatives - Interest rate swaps 0.4 - Non-current derivative assets 0.4 - Derivative liabilities This table summarises derivative liabilities related to all operations at 30 June 2026 and at 30 June 2025: 2026 2025 $’m $’m Current Derivatives - Foreign currency contracts 0.6 1.2 Derivatives - Cross currency swaps 0.4 1.4 Current derivative liabilities 1.0 2.6 Non-current Derivatives - Interest rate swaps - 0.1 Non-current derivative liabilities - 0.1 The following table indicates the periods in which the cash flows associated with cash flow hedges are expected to occur and impact profit or loss and the carrying amounts of the related hedging instruments. 2026 2025 Expected cash flow and impact to profit and loss Expected cash flow and impact to profit and loss Carrying amount Total 1-6 months 7-12 months 1-3 years Carrying amount Total 1-6 months 7-12 months 1-3 years $’m $’m $’m $’m $’m $’m $’m $’m $’m $’m Interest rate swaps Assets 0.4 0.4 0.1 0.1 0.2 - - - - - Liabilities - - - - - (0.1) (0.1) - - (0.1) Cross currency swaps Assets - - - - - - - - - - Liabilities (0.4) (0.4) (0.4) - - (1.4) (1.4) (1.4) - - Forward exchange contracts Assets 1.3 1.3 1.3 - - 0.3 0.3 0.3 - - Liabilities (0.6) (0.6) (0.6) - - (1.2) (1.2) (1.2) - - Total 0.7 0.7 0.4 0.1 0.2 (2.4) (2.4) (2.3) - (0.1) 96 Amotiv Limited Annual Report 2026
Page 106
Notes to the Consolidated Financial Statements 21. Other Financial Instruments Accounting policies Other financial instruments Financial assets and liabilities are recognised on the date when they are originated or at trade date. A financial instrument is recognised if the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract are discharged, expire or are cancelled. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. Loans receivable Loans receivable are non-derivative financial instruments and are initially recognised at fair value plus any directly attributable costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less identified impairment. Contingent consideration Any contingent consideration receivable or payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured, and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. Other financial assets This table summarises other financial assets related to all operations at 30 June 2026 and at 30 June 2025: 2026 2025 $’m $’m Current Loans receivable - third parties 0.1 - Other current financial assets 0.1 - Non-current Other receivables 1.6 1.8 Other non-current financial assets 1.6 1.8 Other financial liabilities This table summarises other financial liabilities at 30 June 2026 and at 30 June 2025: 2026 2025 $’m $’m Current Contingent consideration payable - 1.2 Total current other financial liabilities - 1.2 Non-current Contingent consideration payable 0.2 0.2 Total non-current other financial liabilities 0.2 0.2 Contingent consideration payable included in other financial liabilities is measured at fair value. Amotiv Limited Annual Report 2026 97
Page 107
Notes to the Consolidated Financial Statements 22. Financial Instruments Fair value hierarchy below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values for financial instruments measured at fair value in the statement of financial position, as well as the significant unobservable inputs used. Type/Level Valuation technique Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value Interest rate swaps (Level 2): $0.4m (30 June 2025: ($0.1m)) Swap models: The fair value calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. The fair value estimate is subject to a credit risk adjustment that reflects the credit risk of the Group and of the counterparty; this is calculated based on credit spreads derived from current credit default swap or bond prices. Not applicable. Not applicable. Foreign exchange contracts and cross currency swaps (Level 2): $0.3m (30 June 2025: ($2.3m)) Forward pricing: The fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curves in the respective currencies. Not applicable. Not applicable. Investments (Level 3): $10.9m (30 June 2025: $9.0m) The Group has designated its not listed equity investment as measured at fair value through other comprehensive income because it is held for strategic purposes and not for trading. The fair values of the non-listed equity investments have been estimated by benchmarking against the latest round of capital raises completed in the financial year or significant unobservable inputs. • Recent capital raises • Internal management information The estimated fair value varies in line with equity prices established during capital raising and performance based on management results. There were no transfers between any of the levels of the fair value hierarchy during the year ended 30 June 2026. 98 Amotiv Limited Annual Report 2026
Page 108
Notes to the Consolidated Financial Statements / 22. Financial Instruments (continued) Level 3 fair value reconciliation Changes in fair value of the level 3 financial instruments is summarised below: Contingent consideration Investments 2026 2025 2026 2025 $’m $’m $’m $’m Opening balance 1.4 27.2 9.0 8.4 Contingent consideration paid (2.1) (26.4) - - Remeasurement of contingent consideration1 0.9 (2.7) - - Return of capital from equity-accounted investee - - - (0.5) Net change in fair value through OCI - - 2.5 1.0 Foreign currency movements - 1.5 (0.6) 0.1 Unwinding of discount - 1.8 - - Closing balance 0.2 1.4 10.9 9.0 1. Remeasurement of contingent consideration in FY26 related to the acquisition of Rindab AB (30 June 2025: related to the acquisition of Caravan Electrical Solutions). 23. Financial Risk Management Overview The Group's activities expose it to a variety of financial risks: market risks (including currency risk, interest rate risk and commodity price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group uses derivative financial instruments within its policies described below as hedges to manage certain risk exposures. Treasury policies have been approved by the Board for managing each of these risks including levels of authority on the type and use of financial instruments. Transactions are only undertaken if they relate to underlying exposures, including highly probable forecast exposures i.e. the Group does not use derivatives to speculate. The treasury function reports regularly to the Audit Committee and treasury operations are subject to periodic reviews. The Group’s principal financial risks are: • Credit risk • Liquidity risk • Foreign exchange risk • Interest rate risk • Commodity risk This note provides additional information about the Group’s exposures to the above risks, its objectives, policies, and processes for measuring and managing the identified risk. It also outlines the objectives and approach to capital management. Financial risk management objectives The Group's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international markets, and manages the financial risks relating to the operations of the Group. The Group does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes. The use of financial derivatives is governed by the Group's policies approved by the Board of Directors, which provide written principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed by the Treasury Risk Management Committee chaired by the Chief Financial Officer. Each month, the Chief Financial Officer provides the Board of Directors with a report outlining financial exposures, hedging levels, and financial risk management policy compliance. The Group's activities expose it primarily to the financial risks associated with changes in foreign currency exchange rates, interest rates and commodity prices. The policy is subject to an annual review to ensure all controls and parameters are aligned with the Group's risks and the Board's risk appetite. Amotiv Limited Annual Report 2026 99
Page 109
Notes to the Consolidated Financial Statements / 23. Financial Risk Management (continued) Credit risk Credit risk refers to the risk that a financial loss may be experienced by the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group’s risk is primarily in relation to receivables from customers and holding cash and derivative transactions with third party counterparties. Receivables from each of the Group’s two largest customers represented 15%-30% of the Group’s total receivables, which is broadly consistent with the prior year. The Group’s exposure to customer credit risk is characterised by the following: • the majority of customer sales transactions are domestic in nature, • trade receivables are non-interest bearing and domestic trade receivables are generally on 30 to 150 day terms, • the Group as a whole is exposed in a material way to several large Automotive parts resellers who are members of publicly listed companies, Original Equipment Manufacturer and a number of significant customers with individual businesses in the automotive aftermarket sectors, • new customers are subjected to credit assessment by the specific business within the Group that they wish to transact with and are allocated credit limits which are managed according to the needs of the customer and the risk assessment of the relevant business, • most businesses within the Group maintain credit insurance to lessen the credit risk, • ageing of customer receivables is reviewed in detail each month by businesses within the Group and by the Company in an oversight capacity. In order to manage credit risk, goods are sold subject to retention of title clauses and, where considered appropriate, are registered under the Personal Properties Securities Act, so that in the event of non-payment the Group may have a secured claim. The Group maintains a provision account, described in the consolidated financial statements as an allowance for doubtful debts, which represents the estimated value of trade receivables that may not be recovered. A general provision for doubtful debts is not maintained. Uncollectable trade receivables are charged to the allowance for doubtful debts account. As noted, the Group is also exposed to credit risk through transacting derivatives and investing ( holding cash). To protect against potential financial loss, the Group has established a counterparty risk policy which ensures all investments/cash and derivative transactions are undertaken with approved creditworthy counterparties and in accordance with approved limits. The Group assesses the credit exposure from derivatives in line with APRA guidelines, hence the sum of any Derivative Assets (market gain) plus an add on factor to allow for potential future credit exposure. The maximum exposure at reporting date to credit risk is the sum of cash and cash equivalents (Note 18), the total value of trade and other receivables (Note 8) and other financial assets (Note 21) and derivative assets (Note 20). The majority of credit risk is within Australia, United States of America, Thailand and New Zealand. Liquidity risk Liquidity risk refers to the risk that the Group will not be able to meet its financial obligations as they fall due. The Group undertakes the following activities to ensure that there will be sufficient funds available to meet obligations: • Establishment of a minimum notional liquidity reserve of long-term committed borrowing facilities above forecast debt levels; • Maintaining 12 month rolling and 3 year cashflow forecasts as well as short-term, daily forecasts; • Regular modelling and reporting of Liquidity and Covenant headroom; and • Compliance with policy funding parameters around duration of facilities, diversification in sources and maturity, and timing of refinancing. The contractual maturities of financial liabilities, including estimated interest payments on bank loans, are as follows: Carrying amount Contractual cash flows Less than 1 year 1 to 2 years 2 to 5 years Beyond 5 years 2026 $’m $’m $’m $’m $’m $’m Financial liabilities Trade and other payables 154.8 154.8 154.8 - - - Derivatives - Foreign currency forward contracts 0.6 0.6 0.6 - - - Derivatives- Cross Currency swap 0.4 0.4 0.4 - - - Derivatives - Interest rate swaps at fair value - - - - - - Bank overdraft/offset - - - - - - Unsecured loans and borrowings1 425.8 486.1 16.5 150.8 178.8 140.0 Contingent consideration 0.2 0.2 - - 0.2 - Lease liabilities 116.0 151.1 25.4 22.2 55.2 48.3 Total financial liabilities 697.8 793.2 197.7 173.0 234.2 188.3 1. Unsecured loans and borrowings is gross of borrowing costs of $0.7m 100 Amotiv Limited Annual Report 2026
Page 110
Notes to the Consolidated Financial Statements / 23. Financial Risk Management (continued) Carrying amount Contractual cash flows Less than 1 year 1 to 2 years 2 to 5 years Beyond 5 years 2025 $’m $’m $’m $’m $’m $’m Financial liabilities Trade and other payables 152.1 152.1 152.1 - - - Derivatives - Foreign currency forward contracts 1.2 1.2 1.2 - - - Derivatives- Cross Currency swap 1.4 1.4 1.4 - - - Derivatives - Interest rate swaps at fair value 0.1 0.1 - 0.1 - - Bank overdraft/offset 1.9 1.9 1.9 - - - Unsecured loans and borrowings1 434.8 530.9 16.5 18.6 250.8 245.0 Contingent consideration 1.4 1.4 1.2 - 0.2 - Lease liabilities 134.7 170.2 27.0 24.1 56.3 62.8 Total financial liabilities 727.6 859.2 201.3 42.8 307.3 307.8 1. Unsecured loans and borrowings is gross of borrowing costs of $1.0m The inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. The disclosure shows net cash flow amounts for derivatives that are net cash-settled and gross cash inflow and outflow amounts for derivatives that have simultaneous gross cash settlement. The Group has unsecured bank loans and fixed-term loans that contains financial covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. The Group policy requires forecast covenant headroom to be monitored on a regular basis by the treasury department and reported to the Board to ensure on-going compliance with covenants. Based on the 12 month rolling and 3 year covenant modelling, the company has sufficient headroom to covenants for the next 12 months and over the next 3 years. Foreign exchange risk management The Group’s presentation currency is Australian Dollars (AUD), which is also the functional currency of the Australian entities. The Group also operates in multiple countries outside of Australia, with different functional currencies. The Group is exposed to two forms of foreign exchange risk: 1. Transactional foreign exchange risk from transactions that are denominated in currencies other than the functional currency, and 2. Translational foreign exchange risk from those entities that do not have an AUD functional currency. Transactional Foreign exchange risk If transactions are dominated in currencies other than the functional currency of the operating entity, there is a risk of an unfavourable financial impact to earnings if there is an adverse currency movement. The Group has an exposure to USD, CNY, THB, EUR in the Australian and NZ operations from the purchase of goods, KRW expenses in the Korean operations which has a USD functional currency and AUD expenses in the NZ operations mainly due to head office recharges and intercompany sales. The group manages this risk through the utilisation of forward foreign exchange contracts and occasionally options, entered against highly probably forecast transactions within approved policy parameters. As at 30 June 2026, the Group has hedges against all significant forecast transactional exposures, with the current balance sheet exposures (net accounts payable or receivable) highly hedged. A sensitivity analysis of the foreign currency net transactional exposures (including hedges) was performed to movements in the Australian dollar against the relevant foreign currencies, with all other variables held constant, taking into account all underlying exposures and related hedges. This analysis showed that a +/-5% movement in its major transactional currencies as at 30 June 2026 would not materially impact net profit after tax, given the high levels of hedges, and would have the following impact on equity for the largest hedging position: 2026 2026 2025 2025 $’m $’m $’m $’m AUDUSD +5% -5% +5% -5% Equity (1.7) 1.9 (2.1) 2.3 Amotiv Limited Annual Report 2026 101
Page 111
Notes to the Consolidated Financial Statements / 23. Financial Risk Management (continued) Translational foreign exchange risk As the Group has entities that do not have an Australian dollar functional currency, if those currency rates move adversely compared to the AUD, then the equivalent profit would decrease, and the balance sheet net investment value would decline. The Group utilises borrowings in the functional currency of those operations to naturally hedge the exposure when considered appropriate. Derivatives are also occasionally utilised to hedge intercompany loans to those offshore entities when funding in the functional currency is not readily available. The foreign currency debt provides a balance sheet hedge of the asset, while the foreign currency interest cost provides a natural hedge of the offshore profit. The Group operates in 9 countries outside Australia, so has translation exposure to the following currencies, USD, THB, NZD, SEK, CNY, ZAR, EUR and GBP with the Korean operation having a USD functional currency. A sensitivity analysis performed by management showed that a +/-5% movement in its major translational currencies as at 30 June 2026 would have the following impact on equity: 2026 2026 2025 2025 $’m $’m $’m $’m +5% -5% +5% -5% AUDNZD Equity (2.9) 3.2 (2.6) 2.8 AUDTHB Equity (1.0) 1.1 (1.4) 1.6 AUDUSD Equity (1.9) 2.1 (1.7) 1.8 A sensitivity analysis performed by management showed that a +/-5% movement in its major translational currencies as at 30 June 2026 would not materially impact the net profit after tax for the Group with the largest exposure being US dollars covering the US and Korea. 2026 2026 2025 2025 $’m $’m $’m $’m +5% -5% +5% -5% AUDTHB Income statement (0.4) 0.5 (0.5) 0.6 AUDUSD Income statement (0.9) 1.0 (0.5) 0.6 102 Amotiv Limited Annual Report 2026
Page 112
Notes to the Consolidated Financial Statements / 23. Financial Risk Management (continued) Foreign exchange contracts The following table summarises the significant forward foreign currency contracts and cross currency swaps outstanding as at the reporting date: Average exchange rate Foreign Currency Contract Value1 Fair Value1 Ineffectiveness 2026 2025 2026 2025 2026 2025 2026 2025 FY26 FY25 Buy / ( Sell) Functional currency $’m $’m $’m $’m $’m $’m $’m $’m United States Dollars Australian Dollars 0.69 0.65 48.4 50.0 70.0 77.1 0.4 (0.9) - - Chinese Renminbi Australian Dollars 4.82 4.64 86.0 35.0 17.8 7.5 0.7 (0.1) - - Thai Baht Australian Dollars 22.70 - 215.0 - 9.5 - (0.0) - - - Euro Australian Dollars 0.59 - 2.6 - 4.4 - (0.1) - - - South Africian Rand Australian Dollars - 12.06 - (43.4) - (3.6) - (0.1) - - Swedish Krona Australian Dollars 6.89 6.92 (87.8) (84.5) (12.7) (12.2) (0.4) (1.4) - - United States Dollars New Zealand Dollars 0.61 0.59 1.5 2.7 2.0 4.3 0.2 (0.1) - - Australian dollars New Zealand Dollars - 0.92 - 8.3 - 8.3 - (0.1) - - Korean Won United States Dollars 1,490.40 1,406.2112,668.4 5,624.8 12.4 6.1 (0.4) 0.2 - - 1. Contract and fair values calculated based on local currency Interest rate risk management The Group seeks to manage its finance costs by assessing and where appropriate, utilising a mix of fixed and variable rate debt. When variable rate debt is used it exposures the Group to interest rate risk. The group manages this risk by utilising interest rate swaps and occasionally options, within approved policy parameters. Interest rate swaps allow the Group to swap floating rate borrowings into fixed rates. These hedges are treated as cash flow hedges. The following table summarises the sensitivity of the Group as at the reporting date to movements in interest rates, taking into account all hedges in place. It is important to note that this interest rate sensitivity analysis assumes that all other economic variables remain constant. The table illustrates the impact of a change in rates of +/- 100 basis points across AUD, NZD and USD funding a level that Management believes to be a reasonable based on economic forecasters’ expectations. 2026 2025 Sensitivity Analysis – Interest rates $’m $’m +100 basis points (1%): Income statement 0.9 1.0 Equity 0.8 0.7 -100 basis points (1%): Income statement (0.9) (1.0) Equity (0.8) (0.7) Amotiv Limited Annual Report 2026 103
Page 113
Notes to the Consolidated Financial Statements / 23. Financial Risk Management (continued) The following table details the notional principal amounts and remaining terms of interest rate swap and option contracts outstanding at the reporting date. Average contracted fixed interest rate Notional principal amount Fair value Ineffectiveness 2026 2025 2026 2025 2026 2025 FY26 FY25 Outstanding floating for fixed contracts % % $’m $’m $’m $’m $’m $’m Less than 1 year - - - - - - - - 1 to 2 years 3.20% - 20.0 - 0.4 - - - 2 to 5 years - 3.20% - 20.0 - (0.1) - - Total floating for fixed contracts 20.0 20.0 0.4 (0.1) - - Commodity price risk management The Group is exposed to commodity price risk from a number of commodities, mainly steel. The Group manages these risks through fixed price purchasing/negotiation. Capital management The Board’s policy is to maintain a strong capital base for the Group as per the Group's formalised Capital Allocation Framework. This policy is predicated on the need to continue to present the Group favourably to various stakeholders including investors, employees, banks, suppliers, and customers. This enables the Group to access capital markets, attract talented staff and negotiate favourable terms and conditions with suppliers and customers. Capital is defined as total debt and equity of the Group. The Group is not subject to any externally imposed capital requirements. The terms and the conditions of the main debt facilities contain two main financial covenants: minimum interest cover and maximum debt to earnings as well as other financial undertakings such as the proportion of subsidiaries that must sit within the debt guarantor group arrangement. All covenants have been satisfied during the 2026 and 2025 financial years. 24. Share Capital Accounting policies Share capital The Company’s fully paid ordinary shares are classified as equity. Incremental costs directly attributable to the issue of or repurchase (buy-back) of ordinary shares are recognised as a deduction from equity, net of any tax effects. Ordinary shares bought back by the Company are cancelled in accordance with the law. 2026 2025 $’m Number $’m Number Balance at the beginning of the period 630.4 135,805,758 679.6 140,894,696 Repurchase of Amotiv Shares - net of repurchase costs (18.3) (1,955,796) (48.7) (5,088,938) Amotiv Shares held by G.U.D. Holdings Employee Share Trust (0.6) - (0.5) - Balance at the end of the period 611.5 133,849,962 630.4 135,805,758 During the year, 1,955,796 Amotiv Shares were bought back on market and cancelled by the Group (2025: 5,088,938). The Company has a Dividend Reinvestment Plan (DRP) which allows eligible shareholders to elect to invest dividends in ordinary shares which rank equally with Amotiv ordinary shares should the Board elect to make the DRP available for any dividend declared. The Company does not have par value in respect of its issued shares, hence the dollar values above represent historical amounts contributed (if any) on the new issue of shares, amounts allocated to or from retained earnings, and any amount paid on the repurchase (buy back) of ordinary shares. Fully paid ordinary shares carry one vote per share and carry the right to dividends. 25. Reserves Accounting policies Hedging reserve The effective portion of changes in the fair value (net of tax) of derivatives designated as hedges of highly probable forecast transactions (cash flow hedges) is recognised in other comprehensive income and accumulated in the hedging reserve and reclassified to the profit or loss in the same period when the impact of the hedged item affects profit or loss. When the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, gains and losses previously deferred in the hedging reserve are transferred and included in the initial measurement of the cost of the asset or liability. 104 Amotiv Limited Annual Report 2026
Page 114
Notes to the Consolidated Financial Statements / 25. Reserves (continued) Hedge accounting is discontinued on a prospective basis when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Where these derivatives are exited, the gain or losses accumulated in the hedging reserve are reclassified to profit or loss immediately when the hedged item doesn't exist, otherwise the gain or loss is reclassified when the hedged item impacts profit or loss. Equity compensation reserve The Performance Rights Plan grants Amotiv Shares to certain employees. The fair value of Performance Rights granted under the Performance Rights Plan is recognised as an employee expense with a corresponding increase in the equity compensation reserve. The fair value is measured at grant date and is spread over the vesting period which is the period from the grant date to the end of the Plan period. The fair value of the Performance Rights granted is measured using a Monte Carlo simulation model, taking into account the terms and conditions upon which the Performance Rights were granted. Fair value reserve The fair value reserve comprises: the cumulative net change in the fair value of equity instruments designated at FVOCI and the cumulative net change in fair value of debt securities at FVOCI until the assets are derecognised or reclassified. This amount is adjusted by the amount of loss allowance. Translation reserve Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the Group’s reporting currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated into the Group’s reporting currency at exchange rates at the dates of the transactions. Foreign currency differences are recognised in other comprehensive income and accumulated in the translation reserve, except to the extent that the translation difference is allocated to non-controlling interests. When a foreign operation is disposed of in its entirety such that control or significant influence is lost, the cumulative amount in the translation reserve related to the foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is re-attributed to non-controlling interests. When the Group disposes of only part of an associate while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss. If settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, then foreign currency differences arising from such items form part of the net investment in the foreign operation. Accordingly, such differences are recognised in other comprehensive income and accumulated in the translation reserve. Dividend reserve The Company may from time to time set aside amounts in the dividend reserve for dividends. Any amounts set aside which are not applied to dividends are carried forward and may be applied to future dividends. The dividend reserve was nil as at 30 June 2026 (30 June 2025: nil). This table summarises the movement in reserves: 2026 2025 $’m $’m Hedging reserve Balance at the beginning of the year (0.3) 0.2 Fair value adjustments transferred to equity - net of tax 2.1 0.1 Cash flow hedge gains/(losses) reclassified to profit or loss - net of tax (0.9) (0.6) Balance at the end of the year 0.9 (0.3) Equity compensation reserve Balance at the beginning of the year 18.5 19.4 Equity settled share based payment transactions 3.8 (0.9) Balance at the end of the year 22.3 18.5 Fair value reserve Balance at the beginning of the year 3.5 2.5 Fair value movements (FVOCI) 2.5 1.0 Balance at the end of the year 6.0 3.5 Translation reserve Balance at the beginning of the year 0.4 (2.8) Exchange differences on translating foreign operations (14.7) 3.2 Balance at the end of the year (14.3) 0.4 Reserves at the end of the year 14.9 22.1 Amotiv Limited Annual Report 2026 105
Page 115
Notes to the Consolidated Financial Statements 26. Retained Earnings This table summarises the movement in retained earnings: 2026 2025 $’m $’m Balance at the beginning of the year 71.8 234.8 Profit/(Loss) for the period 75.1 (106.3) Dividends paid (56.5) (56.7) Balance at the end of the year 90.4 71.8 27. Dividends Accounting policies Dividends Dividends paid are classified as distributions of profit consistent with the balance sheet classification of the related debt or equity instruments. Recognised amounts Cents per share Total amount $’m Date of payment Tax rate Percentage franked 2026 Final dividend in respect of the 2025 financial year 22.0 29.8 16-Sep-25 30% 100% Interim dividend in respect of the 2026 financial year 20.0 26.7 12-Mar-26 30% 100% Total Dividends 42.0 56.5 2025 Final dividend in respect of the 2024 financial year 22.0 31.0 12-Sep-24 30% 100% Interim dividend in respect of the 2025 financial year 18.5 25.7 7-Mar-25 30% 100% Total Dividends 40.5 56.7 Unrecognised amounts 2026 Cents per share Total amount $’m Date of payment Tax rate Percentage franked Final dividend determined in respect of the 2026 financial year 23.0 30.8 15-Sep-26 30% 100% The Company operates a Dividend Reinvestment Plan (DRP) which allows eligible shareholders to elect to invest dividends in ordinary shares which rank equally with Amotiv ordinary shares. The Amotiv Dividend Reinvestment Plan will not be available for this dividend. Dividend franking account The available amounts are based on the balance of the dividend franking account at the reporting date adjusted for franking credits that will arise from the payment of the current tax liability. 2026 2025 $’m $’m 30% (2025: 30%) franking credits available to shareholders of Amotiv Limited for subsequent financial years 126.9 123.1 106 Amotiv Limited Annual Report 2026
Page 116
Notes to the Consolidated Financial Statements Taxation 28. Current Tax Accounting policies Current and deferred tax expense Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current and deferred tax is recognised as an expense or income in the Income Statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Tax consolidation The Company and its wholly owned Australian resident subsidiaries have formed a tax-consolidated group under Australian taxation law and are taxed as a single entity with effect from 1 July 2003. The head entity within the tax-consolidated group is Amotiv Limited. The members of the tax consolidated group are identified in Note 30.2. Nature of tax funding arrangements and tax sharing agreements Entities within the tax-consolidated group have entered into a tax-funding arrangement and a tax-sharing agreement with the head entity. Under the terms of the tax funding arrangement, Amotiv Limited and each of the entities in the tax-consolidated group have agreed to pay a tax equivalent payment to or from the head entity, based on the current liability or current asset of the entity. The tax sharing agreement entered into between members of the tax-consolidated group provides for the determination of the allocation of income tax liabilities between the entities, should the head entity default on its payment obligations. No amounts have been recognised in the consolidated financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote. Income tax expense recognised in the income statement 2026 2025 $’m $’m Prima facie income tax expense calculated at 30% (2025: 30%) on profit/(loss) before tax from operations 33.0 (22.6) Increase/(decrease) in income tax expense / (benefit) due to: Non-deductible expenditure and assessable income 1.7 0.7 Non-deductible impairment expense 4.7 58.0 (Over)/under provision of income tax in prior year 0.2 (0.6) Research and development incentives (0.9) (0.8) Tax rate differences for overseas entities (3.3) (2.1) Non-assessable income (0.5) (1.6) Other - - Income tax expense on continuing operations 34.9 31.0 Income tax on discontinued operations Total income tax expense 34.9 31.0 Tax expense / (benefit) comprises: Current tax expense 39.9 39.3 Adjustments recognised in the current year in relation to tax of prior years 0.2 (1.0) Deferred tax expense from origination and reversal of temporary differences (5.2) (7.3) Total tax expense 34.9 31.0 Amotiv Limited Annual Report 2026 107
Page 117
Notes to the Consolidated Financial Statements / 28. Current Tax (continued) Income tax expense recognised in other comprehensive income Income tax on items that may be subsequently reclassified to profit or loss Before tax Tax (expense)/ benefit Net of tax $’m $’m $’m 2026 Exchange differences on translating results of foreign operations (14.7) - (14.7) Fair value adjustments transferred to hedging reserve 3.0 (0.9) 2.1 Net change in fair value of cash flow hedges transferred to inventory (1.3) 0.4 (0.9) Income tax expense recognised in other comprehensive income (13.0) (0.5) (13.5) 2025 Exchange differences on translating results of foreign operations 3.2 - 3.2 Fair value adjustments transferred to hedging reserve 0.1 - 0.1 Net change in fair value of cash flow hedges transferred to inventory (0.8) 0.2 (0.6) Income tax expense recognised in other comprehensive income 2.5 0.2 2.7 29. Deferred Tax Accounting policies Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax base of those items. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affect neither taxable income nor accounting profit and does not give rise to equal taxable and deductible temporary differences. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company/subsidiary expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/subsidiary intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets have not been recognised in respect of carried forward capital losses of $75.7m (2025: $75.7m). The Group has determined a deferred tax asset on unused capital losses should not be recognised on the basis that it is not probable that future capital gains would be available against which the capital losses can be utilised. 108 Amotiv Limited Annual Report 2026
Page 118
Notes to the Consolidated Financial Statements / 29. Deferred Tax (continued) Opening balance Acquisition through business combinations Disposal through divestment Recognised in Profit and Loss Recognised in equity Closing balance $’m $’m $’m $’m $’m $’m 2026 Deferred tax assets Employee benefit provisions 8.2 - - 0.7 - 8.9 Warranty provisions 0.5 - - (0.4) - 0.1 Doubtful debts 0.8 - - 0.1 - 0.9 Inventories 5.5 - - (0.1) - 5.4 Accrued expenses 5.6 - - (0.3) - 5.3 Derivative liabilities 0.7 - - (0.2) (0.5) - Lease liability 39.1 - - (4.8) - 34.3 Other intangible assets 0.3 - - (0.3) - - Other 1.1 - - (0.5) - 0.6 Total deferred tax asset 61.8 - - (5.8) (0.5) 55.5 Set off of tax (61.8) - - 5.8 0.5 (55.5) Net deferred tax asset - - - - - - Deferred tax liabilities Property, plant and equipment 3.6 - - 1.0 - 4.6 Right of use asset 34.7 - - (5.2) - 29.5 Other intangible assets 129.4 - - (5.1) - 124.3 Derivative assets - - - 0.5 - 0.5 Other 2.7 - - (2.2) - 0.5 Total deferred tax liabilities 170.4 - - (11.0) - 159.4 Set off of tax (61.8) - - 5.8 0.5 (55.5) Net deferred tax liability 108.6 - - (5.2) 0.5 103.9 Net deferred tax assets/(liabilities)1 (108.6) - - 5.2 (0.5) (103.9) 2025 Deferred tax assets Employee benefit provisions 8.0 - - 0.2 - 8.2 Warranty provisions 0.5 - - - - 0.5 Doubtful debts 1.0 - - (0.2) - 0.8 Inventories 5.8 - - (0.3) - 5.5 Accrued expenses 6.2 - - (0.6) - 5.6 Derivative liabilities 0.3 - - 0.2 0.2 0.7 Lease liability 34.1 - - 5.0 - 39.1 Other intangible assets 1.2 - - (0.9) - 0.3 Other 2.1 - - (1.0) - 1.1 Total deferred tax asset 59.2 - - 2.4 0.2 61.8 Set off of tax (59.2) - - (2.4) (0.2) (61.8) Net deferred tax asset - - - - - - Deferred tax liabilities Property, plant and equipment 3.3 - - 0.3 - 3.6 Right of use asset 30.8 - - 3.9 - 34.7 Other intangible assets 139.5 - - (10.1) - 129.4 Derivative assets 0.4 - - (0.4) - - Other 1.1 - - 1.6 - 2.7 Total deferred tax liabilities 175.1 - - (4.7) - 170.4 Set off of tax (59.2) - - (2.4) (0.2) (61.8) Net deferred tax liability 115.9 - - (7.1) (0.2) 108.6 Net deferred tax assets/(liabilities) (115.9) - - 7.1 0.2 (108.6) 1. At 30 June 2026, deferred tax liability of $2.7m relating to the ECB disposal group have been classified within liabilities directly associated with assets held for sale in accordance with AASB 5. Consequently, the deferred tax balances presented in this note do not directly reconcile to the deferred tax balances presented on the face of the consolidated balance sheet. Amotiv Limited Annual Report 2026 109
Page 119
Notes to the Consolidated Financial Statements Business Combinations 30. Investment in subsidiaries Accounting policies Business combinations The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment (Note 16). Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. Basis of consolidation These consolidated financial statements are the financial statements of all the entities that comprise the Group, being the Company and its subsidiaries as defined in Accounting Standard AASB 10 Consolidated Financial Statements. Subsidiaries Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Transactions eliminated on consolidation Intra-group balances and transactions arising from intra-group transactions are eliminated. Loss of control When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling interest and other components of equity. Any resulting gain or loss is recognised on profit or loss. Any interest retained in the former subsidiary is measured at fair value when the control is lost. Discontinued operation A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: • represents a separate major line of business or geographic area of operations; • is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or • is a subsidiary acquired exclusively with a view to re-sale. Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and Other Comprehensive Income is re-presented as if the operation had been discontinued from the start of the comparative year. Disposal groups comprising assets and liabilities are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use. Such disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated. 30.1. Assets and liabilities held for sale On 30 June 2026, ACAD Limited entered into a binding Sale and Purchase Agreement to divest the East Coast Bullbars (ECB Pty Ltd) business which is part of the 4WD Accessories & Trailering segment. The disposal is consistent with the Group's strategy to optimise its portfolio by exiting a sub-scale manufacturing business with limited growth potential and focusing on higher-growth and higher-return opportunities. The transaction was completed on 3 July 2026. Accordingly, as at 30 June 2026, ECB Pty Ltd was classified as a disposal group held for sale. The disposal group was measured at fair value less costs to sell based on the sale consideration specified in the binding Sale and Purchase Agreement. A goodwill impairment loss of $15.8m was recognised to reduce the carrying amount of the disposal group to its fair value less costs to sell. 110 Amotiv Limited Annual Report 2026
Page 120
Notes to the Consolidated Financial Statements / 30. Investment in subsidiaries (continued) 30.1. Assets and liabilities held for sale (continued) The fair value less costs to sell measurement was determined using the market approach, with the sale consideration specified in the binding Sale and Purchase Agreement as the primary input. The fair value measurement is classified within Level 2 of the fair value hierarchy under AASB 13, as it is based on observable contractual pricing. $’m Major classes of assets: Cash and cash equivalents 0.5 Trade and other receivables 1.7 Inventories 2.3 Property, plant and equipment 2.8 Prepayments 0.3 Intangible assets 9.8 Other assets 0.1 Total assets held for sale 17.5 Major classes of Liabilities: Trade and other payables 1.0 Employee entitlements 0.9 Deferred tax liabilities 2.7 Other payables 1.4 Total liabilities held for sale 6.0 30.2. Group Entities All overseas subsidiaries with a requirement to produce local statutory audited financial statements, except for subsidiaries in Korea, Thailand, Sweden, UK and South Africa, are audited by an associate firm of KPMG Australia. All entities carry on business only in the country of incorporation. % ownership interest Country of incorporation 2026 2025 Parent entity Amotiv Limited 1 Australia Subsidiaries AA Gaskets Pty Ltd 2 3 Australia 100 100 ACAD Limited 2 3 Australia 100 100 AECAA Pty Ltd 2 3 Australia 100 100 Australian Clutch Services Pty Ltd 2 3 Australia 100 100 AutoPacific Australia Pty Ltd 2 3 Australia 100 100 AutoPacific Group Bidco Pty Ltd 2 3 Australia 100 100 AutoPacific Group Holdco Pty Ltd 2 3 Australia 100 100 AutoPacific Group Holdings Pty Ltd 2 3 Australia 100 100 AutoPacific Group Midco Pty Ltd 2 3 Australia 100 100 AutoPacific Group Topco Pty Ltd 2 3 Australia 100 100 Brown & Watson International Pty Ltd 2 3 Australia 100 100 Caravan Electrical Solutions Pty Ltd 2 3 Australia 100 100 Cruisemaster Australia Pty Ltd 2 3 Australia 100 100 Disc Brakes Australia Pty Ltd 2 3 Australia 100 100 E C B Pty Ltd 2 3 Australia 100 100 Infinitev Australia Pty Ltd 2 3, Australia 100 100 Innovative Mechatronics Group Pty Ltd 2 3 Australia 100 100 Parkside Towbars Pty Ltd2 3 Australia 100 100 Ryco Group Pty Ltd 2 3 Australia 100 100 Fully Equipped Australia Pty Ltd 2 3 Australia 100 100 Uneek 4x4 Australia Pty Ltd 2 3 Australia 100 100 Vehicle Components (2018) Pty Ltd 3,4 Australia - 100 Wesfil Australia Pty Ltd 2 3 Australia 100 100 Amotiv Limited Annual Report 2026 111
Page 121
Notes to the Consolidated Financial Statements / 30. Investment in subsidiaries (continued) 30.2. Group Entities (continued) % ownership interest Country of incorporation 2026 2025 ACS NZ Pty Limited New Zealand 100 100 AutoPacific New Zealand Limited New Zealand 100 100 Brown & Watson International NZ Limited New Zealand 100 100 Fully Equipped Limited New Zealand 100 100 Amotiv NZ Holdings Limited (formerly GUD NZ Holdings Limited) New Zealand 100 100 Infinitev New Zealand Limited New Zealand 100 100 NZ Gaskets Limited New Zealand 100 100 Innovative Mechatronics Group New Zealand Limited New Zealand 100 100 TriMotive Asia Pacific Limited Thailand 100 100 AutoPacific USA, LLC USA 100 100 Amotiv North America Inc (formerly GUD North America Inc) USA 100 100 Vision Motor Sports Inc USA 100 100 Brown and Watson International, LLC (formerly Vision X Offroad, LLC) USA 100 100 X Clutch USA, Inc USA 100 100 Brown & Watson International Limited Korea 100 100 Vision X Global Co Ltd Korea 100 100 Vision X Global Co Ltd China 100 100 Brown & Watson International (China) Co. Ltd China 100 100 TriMotive (Shanghai) Trading Co Ltd China 100 100 TriMotive Limited (formerly Brown & Watson International (UK) Limited) UK 100 100 Brown & Watson International Sweden AB Sweden 100 100 Rindab AB Sweden 100 100 TriMotive South Africa (Pty) Ltd South Africa 100 100 Trimotive GmbH Germany 100 - 1. Amotiv Limited is the head entity within the Australian Tax Consolidated group. 2. Member of the Australian Tax Consolidated group while 100% owned directly or indirectly by Amotiv Limited. 3. Relieved from the need to prepare audited financial reports under ASIC Corporations (Wholly owned Companies) Instrument 2016/785 as party to a Deed of Cross Guarantee with Amotiv Limited, while 100% owned directly or indirectly by Amotiv Limited. 4. Removed from the Deed of Cross Guarantee with Amotiv Limited on 6 August 2025. 30.3. Deed of Cross Guarantee Set out below are the financial statements for the Group entities which form the 'closed group' under the Deed of Cross Guarantee: 2026 2025 $’m $’m Income Statement Revenue 773.5 758.2 Net finance costs (21.2) (20.1) Other expenses (655.5) (803.4) Profit/(loss) before income tax from operations 96.8 (65.3) Income tax expense (27.3) (27.2) Profit/(loss) from operations, net of income tax 69.5 (92.5) Retained earnings at the beginning of the year (20.0) 129.2 Dividends paid (56.5) (56.7) Retained earnings/(deficit) at the end of the year (7.0) (20.0) 112 Amotiv Limited Annual Report 2026
Page 122
Notes to the Consolidated Financial Statements / 30. Investment in subsidiaries (continued) 30.3. Deed of Cross Guarantee (continued) 2026 2025 $’m $’m Balance Sheet Current assets Cash and cash equivalents 17.6 27.6 Trade and other receivables 162.5 162.1 Inventories 178.8 170.3 Other assets 30.8 11.0 Assets held for sale1 17.5 - Total current assets 407.2 371.0 Non-current assets Other financial assets 0.9 0.6 Property, plant and equipment 39.7 45.5 Right of use assets 66.9 81.0 Deferred tax assets 22.4 24.0 Goodwill 377.9 393.5 Investments 134.6 135.8 Other intangible assets 382.1 403.2 Other assets 25.9 - Total non-current assets 1,050.4 1,083.6 Total assets 1,457.6 1,454.6 Current liabilities Bank overdraft - 1.9 Trade and other payables 109.9 120.9 Current tax payables 14.2 10.9 Employee benefits 19.9 20.2 Other provisions 1.0 0.9 Lease liabilities 17.9 17.9 Other current liabilities 2.9 1.1 Other financial liabilities 0.5 2.4 Liabilities held for sale1 6.0 - Total current liabilities 172.3 176.2 Non-current liabilities Borrowings 363.4 363.0 Other financial liabilities 0.2 0.3 Deferred tax liabilities 117.2 125.5 Lease liabilities 62.3 74.9 Employee benefits 2.8 3.3 Other provisions 2.4 4.0 Total non-current liabilities 548.3 571.0 Total liabilities 720.6 747.2 Net assets 737.0 707.4 Share capital 611.5 630.4 Reserves 132.5 97.0 Retained earnings /(deficit) (7.0) (20.0) Total equity 737.0 707.4 1. Relates to the divestment of (ECB Pty Ltd). Refer to note 30.1. Amotiv Limited Annual Report 2026 113
Page 123
Notes to the Consolidated Financial Statements Other Notes 31. Superannuation Commitments The Group contributes to several defined contribution superannuation funds (the accumulating benefit type) for which no actuarial assessments are required to be made and which were established to provide benefits for employees or their dependants on retirement, resignation, disablement or death. Benefits are provided in the form of lump sum payments subject to applicable preservation rules. The Group contributes a percentage of individual employees' gross income and employees may make additional contributions on a voluntary basis. The Group has no further obligations beyond the payment of the contributions which have been settled on time. Refer to Note 3 for superannuation contributions made during the year. 32. Key Management Personnel The KMP (including Non-Executive Directors) of Amotiv Limited, and its subsidiaries, during FY26 and FY25 have been identified as the following persons: • James Fazziono (Chair) (Non-Executive Director) - appointed Non-Executive Director 1 August 2025, appointed Chair 24 October 2025 • G Billings (Chair) (Non-Executive Director) - resigned 24 October 2025 • D Robinson (Non-Executive Director) • J Douglas (Non-Executive Director) • J Pollaers (Non-Executive Director) • D Coolidge (Non-Executive Director) • R Murphy (Non-Executive Director - appointed 1 March 2025) • C Campbell (Non-Executive Director- resigned 21 October 2024) • G Whickman (Managing Director & CEO) • A Canning (Chief Financial Officer) • M Fraser (Chief Financial Officer - retired 21 October 2024) KMP compensation The aggregate compensation of the KMP of the Group is set out below: 2026 2025 $’000 $’000 Short-term employment benefits 4,231 3,260 Long-term benefits 34 56 Post-employment benefits 201 183 Share based payments 970 680 Total KMP compensation 5,436 4,179 Compensation of the Group’s KMP includes salaries, short term and long-term incentives, and contributions to post-employment defined contribution superannuation plans. Performance Rights arrangements Long Term Incentive bonuses are provided as Performance Rights, granted at the commencement of the relevant three-year performance measurement period, which will convert to an equivalent number of Amotiv shares if the performance hurdle is achieved over the relevant three-year performance measurement period. No amount is payable for the issue of Performance Rights, or for the Amotiv Shares received upon vesting or exercise of those Performance Rights. The grant-date fair value of Performance Rights granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. The valuation of rights was completed by an independent consultant using a hybrid trinomial option pricing model with a relative TSR hurdle. LTIP grants made early in FY26 for the period FY26 to FY28 will be tested at 30 June 2028 in line with plan rules. The LTIP grant is measured against the following 3 measures: • Relative total shareholder return measured against the ASX 300 Consumer Discretionary Index; • EPS pre-significant items and amortisation measured by the cumulative annual growth rate over three years; and • Return on Capital Employed (ROCE) measured based on Amotiv's Capital Management Framework. 114 Amotiv Limited Annual Report 2026
Page 124
Notes to the Consolidated Financial Statements / 32. Key Management Personnel (continued) The number of Rights granted is determined as a percentage of the EKMP’s total fixed remuneration on grant, divided by the share price, being the Volume Weighted Average Price over the month of June immediately prior to the commencement of the relevant year of grant. The inputs used in the measurement of the fair values at grant date of the FY26 equity-settled share-based payment plans were as follows: Performance rights programme Managing Director & CFO Managing Director Senior Executives 2026 2025 2026 2025 Average fair value at grant date 7.69 7.44 8.33 7.08 Share price at grant date 8.93 11.01 9.54 10.65 Expected volatility (weighted average) 29.94% 32.50% 30.42% 32.50% Expected dividends 4.62% 4.20% 4.11% 4.40% Risk free interest rate (based on government bonds) 3.34% 3.82% 3.34% 3.43% Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour. 33. Related Parties Directors Details of Directors' compensation is disclosed in Note 32. Transactions with KMP and their related parties The Group's policy is that the sale and purchase of goods and services with KMP are made under normal customer and supplier relationships and on normal commercial terms and conditions. The sale of goods to KMP are on terms no more favourable than made available to other employees. At 30 June 2026, Executive KMP held directly, indirectly or beneficially 168,392 ordinary shares (2025: 140,716 ) in the Group. LTIP metrics for the period FY24 to FY26 were tested at 30 June 2026 in line with LTIP rules. Performance Rights granted under the 2026 long term incentive plan will fully lapse as a result of the company not meeting the TSR and EPSA target on 30 June 2026 (2025: fully lapsed). Vested Rights may be exercised at the election of the Executive at any time up to 12 years from the vesting date. Any vested but unexercised Rights at the end of that period are automatically vested. As at 30 June 2026, G Whickman had 40,258 vested but unexercised Rights and A Canning had nil vested but unexercised Rights. On 13th August 2024, the Board of Directors resolved to include a restriction on the 2024 LTIP granted and added a holding lock on 25% of the shares until the share price increases to $10.40. The holding lock has not been removed to date of this report. Loans to KMPs The Company has an Equity Loan Agreement for $447,437 (30 June 2025: $447,437) with the Managing Director & CEO, Mr Graeme Whickman which enabled him to acquire Amotiv Shares. Mr Whickman pays interest on the loan on a quarterly basis at a rate that is set at 25 basis points above the Company’s average cost of borrowed funds. Transactions with entities in the wholly owned Group Amotiv Limited is the ultimate parent entity in the wholly owned Group comprising the Company and its wholly owned subsidiaries, as disclosed in Note 30.2. Entities in the wholly owned Group advanced and repaid loans, paid and received dividends, provided marketing, product sourcing, accounting and administrative assistance and sold and purchased goods to other Group companies during the current and previous financial years. The Group's policy is that these transactions are on commercial terms and conditions with the exception of loans between Australian entities and loans between New Zealand entities which are not interest bearing. Loans between entities in the wholly owned Group are repayable on demand. Other related party transactions with entities in the wholly owned Group Wesfil Australia Pty Ltd leases its Sydney premises from an entity related to a Director of Wesfil Australia Pty Ltd. Net rental expense for the year ended 30 June 2026 was $530,606 excluding GST (30 June 2025: $518,471 excluding GST). Fully Equipped Ltd leases its Auckland and Hamilton premises from an entity related to a Directors of Fully Equipped Ltd. Net rental expense for the year ended 30 June 2026 was $573,890 excluding GST (30 June 2025: $636,621 excluding GST). The Group's policy is that related party lease arrangements are undertaken with commercial terms and conditions. Amotiv Limited Annual Report 2026 115
Page 125
Notes to the Consolidated Financial Statements 34. Parent Entity Disclosures As at and for the financial year ending 30 June 2026 the parent company of the Group was Amotiv Limited. 2026 2025 Amotiv Limited $’m $’m Results of the parent entity Profit/(loss) from operations, net of income tax 151.4 (82.7) Other comprehensive income 2.5 1.0 Total comprehensive income/(loss) 153.9 (81.7) Financial position of the parent entity at the year end Current assets 36.7 1.1 Investments 1,003.3 1,003.8 Total assets 1,057.8 1,012.9 Current liabilities 18.4 37.6 Total liabilities 386.0 432.2 Net assets 671.8 580.7 Total equity of the parent entity comprising of: Share capital 611.5 630.4 Retained earnings/(deficit) 31.0 (69.9) Equity compensation reserve 22.3 18.5 Fair value reserve 6.0 3.5 Translation reserve 1.0 (1.8) Total equity 671.8 580.7 The parent entity is party to two guarantees relating to subsidiaries. The bank borrowing facility and term loan described in Note 19 requires the parent entity and all other material subsidiaries to guarantee the bank borrowings of Amotiv NZ Limited which was not utilised at 30 June 2026 (2025: nil) and Amotiv North America Inc of USD 38.6m ( 2025: USD38.6m) which in turn guarantees the obligations of the parent entity and all other material subsidiaries, i.e. a cross-guarantee. No liability is recognised by the parent entity as Amotiv NZ Limited and Amotiv North America Inc are expected to be able to meet its debts as they fall due. The parent entity is also party to a Deed of Cross Guarantee as described in Note 30.3. The entities included in the Deed of Cross Guarantee have liabilities of $334.3m (2025: $341.7m). There is no expectation of a liability to the parent entity as a result of this guarantee. As a result of the above assessments, the fair value of the liability has been deemed to be nil and no liability has been recorded. Other than noted above the parent entity has no material contingent liabilities at 30 June 2026. 35. Contingent Liabilities The Group holds no other guarantees other than those disclosed in note 34 and bank guarantees issued on the Group’s behalf totalling $5.5m at 30 June 2026 (30 June 2025: $8.9m). Other than as disclosed above, the Group had no other material contingent liabilities at 30 June 2026 (2025: Nil). 36. Subsequent Events Dividends determined On 11 August 2026, the Board of Directors determined a fully franked final dividend in respect of the 2026 financial year of 23 cents per share. Record date is 26 August 2026, and the dividend will be paid on 15 September 2026. Divestment of ECB Pty Ltd The Group completed the disposal of the E C B Pty Ltd business effective on 1 July 2026 following the execution of a binding Sale and Purchase Agreement on 30 June 2026. The total consideration received on completion of the transaction was $11.3m, subject to customary completion adjustments. As the disposal group met the criteria to be classified as held for sale at 30 June 2026, it was measured at the lower of its carrying amount and fair value less costs to sell at the reporting date. Accordingly, the completion of the transaction after year end did not result in any adjustment to the amounts recognised in the financial statements as at 30 June 2026. Other Other than the items discussed above, no matters or circumstances have arisen since the end of the financial period that have significantly affected or may significantly affect the operating results or state of affairs of the Group. 116 Amotiv Limited Annual Report 2026
Page 126
Consolidated Entity Disclosure Statement Set out below is relevant information relating to entities that are consolidated in the consolidated financial statements at the end of the financial year as required by the Corporations Act 2001 (s.295(3A)(a)). All Amotiv entities are Body Corporates. Country of incorporation % ownership interest Australian or foreign resident Jurisdiction for foreign resident Parent entity Amotiv Limited Australia Australian N/A Subsidiaries AA Gaskets Pty Ltd Australia 100 Australian N/A ACAD Limited Australia 100 Australian N/A AECAA Pty Ltd Australia 100 Australian N/A Australian Clutch Services Pty Ltd Australia 100 Australian N/A AutoPacific Australia Pty Ltd Australia 100 Australian N/A AutoPacific Group Bidco Pty Ltd Australia 100 Australian N/A AutoPacific Group Holdco Pty Ltd Australia 100 Australian N/A AutoPacific Group Holdings Pty Ltd Australia 100 Australian N/A AutoPacific Group Midco Pty Ltd Australia 100 Australian N/A AutoPacific Group Topco Pty Ltd Australia 100 Australian N/A Brown & Watson International Pty Ltd Australia 100 Australian N/A Caravan Electrical Solutions Pty Ltd Australia 100 Australian N/A Cruisemaster Australia Pty Ltd Australia 100 Australian N/A Disc Brakes Australia Pty Ltd Australia 100 Australian N/A E C B Pty Ltd Australia 100 Australian N/A Infinitev Australia Pty Ltd Australia 100 Australian N/A Innovative Mechatronics Group Pty Ltd Australia 100 Australian N/A Parkside Towbars Pty Ltd Australia 100 Australian N/A Ryco Group Pty Ltd Australia 100 Australian N/A Fully Equipped Australia Pty Ltd Australia 100 Australian N/A Uneek 4x4 Australia Pty Ltd Australia 100 Australian N/A Wesfil Australia Pty Ltd Australia 100 Australian N/A ACS NZ Pty Limited New Zealand 100 Foreign New Zealand AutoPacific New Zealand Limited New Zealand 100 Foreign New Zealand Brown & Watson International NZ Limited New Zealand 100 Foreign New Zealand Fully Equipped Limited New Zealand 100 Foreign New Zealand Amotiv NZ Holdings Limited (formerly GUD NZ Holdings Limited) New Zealand 100 Foreign New Zealand Infinitev New Zealand Limited New Zealand 100 Foreign New Zealand NZ Gaskets Limited New Zealand 100 Foreign New Zealand Innovative Mechatronics Group New Zealand Limited New Zealand 100 Foreign New Zealand TriMotive Asia Pacific Limited Thailand 100 Foreign Thailand AutoPacific USA, LLC USA 100 Foreign USA Amotiv North America Inc (formerly GUD North America Inc) USA 100 Foreign USA Vision Motor Sports Inc USA 100 Foreign USA Brown and Watson International, LLC (formerly Vision X Offroad, LLC) USA 100 Foreign USA X Clutch USA, Inc USA 100 Foreign USA Brown & Watson International Limited Korea 100 Foreign Korea Vision X Global Co Ltd Korea 100 Foreign Korea Vision X Global Co Ltd China 100 Foreign China Brown & Watson International (China) Co. Ltd China 100 Foreign China TriMotive (Shanghai) Trading Co Ltd China 100 Foreign China TriMotive Limited (formerly Brown & Watson International (UK) Limited) UK 100 Foreign UK Brown & Watson International Sweden AB Sweden 100 Foreign Sweden Amotiv Limited Annual Report 2026 117
Page 127
Country of incorporation % ownership interest Australian or foreign resident Jurisdiction for foreign resident Rindab AB Sweden 100 Foreign Sweden TriMotive South Africa (Pty) Ltd South Africa 100 Foreign South Africa Trimotive GmbH Germany 100 Foreign Germany Basis of preparation Key estimates and judgements - determination of tax residency Section 295(3A) of the Corporations Act 2001 requires that the tax residency of each entity which is included in the Consolidated Entity Disclosure Statement (CEDS) be disclosed. In the context of an entity which was an Australian resident, "Australian resident" has the meaning provided in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as it is highly fact dependent and there are currently several different interpretations that could be adopted, and which would give rise to a different conclusion on residency. In determining tax residency, the consolidated entity has applied the following interpretations: Australian tax residency - the consolidated entity has applied current legislation and judicial precedent, including having regard to the Commissioner of Taxation's public guidance in Tax Ruling TR 2018/5. Foreign tax residency - the consolidated entity has applied current legislation and where available judicial precedent in the determination of foreign tax residency. Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its determination of tax residency to ensure applicable foreign tax legislation has been complied with. 118 Amotiv Limited Annual Report 2026
Page 128
Directors’ Declaration In the opinion of the Directors of Amotiv Limited (the “Company”): A. the consolidated financial statements and notes are in accordance with the Corporations Act 2001, including: 1. giving a true and fair view of the financial position of the Group as at 30 June 2026 and of its performance for the financial year ended on that date; 2. complying with Australian Accounting Standards and the Corporations Regulations 2001; B. the Consolidated Entity Disclosure Statement as at 30 June 2026 set out on page 117 is true and correct; and C. there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. There are reasonable grounds to believe that the Company and the Group entities identified in Note 30.2 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Company and those Group entities pursuant to ASIC Corporations (Wholly owned Companies) Instrument 2016/785. The Directors draw attention to the basis of preparation (Note 1) of the consolidated financial statements, which includes a statement of compliance with International Financial Reporting Standards. The Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Managing Director & CEO and the Chief Financial Officer for the financial year ended 30 June 2026. Signed in accordance with a resolution of the Directors pursuant to section 295(5) of the Corporations Act 2001. On behalf of the Directors James Fazzino Chair G Whickman Director Melbourne, 11 August 2026 Amotiv Limited Annual Report 2026 119
Page 129
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Independent Auditor’s Report To the shareholders of Amotiv Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Amotiv Limited (the Company). In our opinion, the accompanying Financial Report of the Company gives a true and fair view, including of the Group’s financial position as at 30 June 2026 and of its financial performance for the year then ended, in accordance with the Corporations Act 2001, in compliance with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated Balance Sheet as at 30 June 2026 • Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Cash Flow Statement for the year then ended • Consolidated entity disclosure statement and accompanying basis of preparation as at 30 June 2026 • Notes, including material accounting policies • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the APES 110 Code of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional & Ethical Standards Board Limited (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. 120 Amotiv Limited Annual Report 2026
Page 130
Key Audit Matters The Key Audit Matters we identified are: • Recoverability of goodwill • Valuation of inventory Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Recoverability of goodwill ($422.6 million) Refer to Note 12 Goodwill and Note 16 Impairment testing of the Financial Report The key audit matter How the matter was addressed in our audit The recoverability of goodwill is a key audit matter due to the inherent complexity associated with auditing the forward-looking assumptions incorporated in the Group’s “value in use” (VIU) models. The Group’s VIU models are internally developed and use a range of internal and external data as inputs. Forward looking assumptions may be prone to greater risk for potential bias, error and inconsistent application. Significant judgement is involved in evaluating these assumptions. Where a specific CGU has not met prior year forecasts, this becomes a factor relevant to the overall assessment of current forecast assumptions. The key assumptions in the VIU models include forecast cash flows, forecast growth rates, terminal growth rates and discount rates. In addition, the Group recorded an impairment charge of $15.8m relating to the divestment of ECB Pty Ltd. We involved valuation specialists to supplement our senior audit team members in assessing this key audit matter. Our procedures included: • assessing the Group’s VIU models and key assumptions by: - considering the appropriateness of the VIU models applied by the Group to perform the annual test of goodwill for impairment against the requirements of the accounting standards; - assessing the integrity of the models used, including the accuracy of the underlying calculation formulas; - comparing significant inputs into the relevant cash flow forecasts to Board approved budgets and projections; - assessing the accuracy of previous Group forecasts to inform our evaluation of forecasts incorporated in the models, including assessing the impact of business changes; - comparing forecast growth rates and terminal growth rates to published studies of industry trends and expectations and considered differences to the Group’s operations. We used our knowledge of the Group, their past performance, business and customers, and our industry experience. We applied increased skepticism to cash flow forecasts in the areas where previous forecasts were not achieved; and - working with our valuation specialists, Amotiv Limited Annual Report 2026 121
Page 131
we independently developed a discount rate range considered comparable using publicly available market data for comparable entities, adjusted by risk factors specific to the Group. • considering the sensitivity of the models by varying key assumptions, such as forecast growth rates, terminal growth rates and discount rates, within a reasonably possible range. We did this to identify those assumptions at higher risk of bias or inconsistency in application. We also assessed the related impairment breakeven points for these assumptions in order to identify those assets at higher risk of impairment and to focus our procedures further; • working with our valuation specialists we compared the implied multiples from the Group’s models to multiples derived from comparable companies; • recalculating the impairment charge against the recorded amount disclosed; • assessing the disclosures in the financial report using our understanding of the recoverability assessment obtained from our testing and against the requirements of accounting standards. Valuation of inventory ($246.6 million) Refer to Note 9 Inventories of the Financial Report. The key audit matter How the matter was addressed in our audit The valuation of inventory is a key audit matter due to the extent of judgement involved in assessing the recoverable value, particularly in relation to any slow moving or excessive inventory. The key judgement involved is the write down rate of inventory within the Group accounting policy for valuation of inventory. Such judgements may have a significant impact on the Group’s provision for slow moving inventory and therefore the overall carrying value of inventory, necessitating additional audit effort. Our procedures included: • obtaining an understanding of the Group’s key processes for valuation of inventory; • assessing the Group’s policies for the valuation of finished goods inventory applied by the different business units within the Group against the requirements of accounting standards and our understanding of the business; • attending stocktakes in significant locations, observing the Group’s processes, which included identifying slow moving and potentially obsolete finished goods inventory, 122 Amotiv Limited Annual Report 2026
Page 132
The Group has a diverse and broad product range, and sells to different market segments, which increases the amount of judgement required by us in assessing the carrying value of inventory. We involved senior audit team members in assessing this key audit matter. performing sample counts ourselves, and comparing count results to the Group’s; • assessing the integrity of the inventory provision, including the accuracy of the underlying calculations; • for a sample of inventory items, checking the age and cost at balance date to underlying purchase documents, as key inputs into the Group’s assessment of excess or slow moving inventory to net realisable value; • challenging the Group's judgements relating to the provision for slow moving inventory (including excess inventory), in particular the write down rates of inventory using our knowledge of the industry the Group operates in, the Group’s business strategy with respect to maintaining a wide range of products, the aging of inventory and from further inquiries with key personnel; • comparing the Group’s inventory listings against historical sales information to identify any additional at-risk items that had not been identified by the Group in determining the inventory provision; • for a sample of finished goods on hand, comparing the unit cost to the latest current year selling price (as a proxy for expected selling price of inventory and net realisable value) to identify individual products at-risk of being recorded in excess of their net realisable value; • assessing the disclosures in the Group’s financial report using our understanding obtained from our testing against the requirements of accounting standards. Other Information Other Information is financial and non-financial information in Amotiv Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and specified sustainability disclosures within the Climate-related Disclosures Report and our respective assurance opinion/conclusion. In connection with our audit of the Financial Report, our responsibility is to read the Other Amotiv Limited Annual Report 2026 123
Page 133
Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and in compliance with Australian Accounting Standards and the Corporations Regulations 2001 • implementing necessary internal control to enable the preparation of a Financial Report in accordance with the Corporations Act 2001, including giving a true and fair view of the financial position and performance of the Group, and that is free from material misstatement, whether due to fraud or error • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf. This description forms part of our Auditor’s Report. 124 Amotiv Limited Annual Report 2026
Page 134
Report on the Remuneration Report Opinion In our opinion, the Remuneration Report of Amotiv Limited for the year ended 30 June 2026 complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in pages 49 to 67 of the Directors’ report for the year ended 30 June 2026. Our responsibility is to express an opinion as to whether the Remuneration Report complies in all material respects with Section 300A of the Corporations Act 2001, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Maritza Araneda Partner Melbourne 11 August 2026 Amotiv Limited Annual Report 2026 125
Page 135
Glossary Term Definition Term Definition AAAA Australian Automotive Aftermarket Association EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation AASB Australian Accounting Standards Board ECB East Coast Bullbars AASB S2 Australian Sustainability Reporting Standard "Climate Related Disclosures" ECL Expected Credit Loss Adjusted EBITDA A non-IFRS measure, Earnings Before Interest, Tax and Amortisation adjusted for the impact of leases and acquisitions/disposals EKMP Executive Key Management Personnel AE4A Automotive Electrical & 4WD Accessories EPS Earnings Per Share AGM Annual General Meeting EPSA Earnings Per Share pre Amortisation APCO Australian Packaging Covenant Organisation ESG Environmental, Social, Governance APG AutoPacific Group EUR Euro APRA Australian Prudential Regulation Authority EV Electric Vehicle ASIC Australian Securities and Investment Commission FVOCI Fair Value through Other Comprehensive Income ASO Asian Sourcing Office GHG Greenhouse Gas ASX Australian Stock Exchange Group Amotiv Ltd and its subsidiaries (consolidated entity) AUD Australian Dollar GST Goods and Services Tax BEV Battery Electric Vehicle HEV Hybrid Electric Vehicle BWI Brown & Watson International HSW Health, Safety & Wellbeing CAGR Compound Annual Growth Rate IAS International Accounting Standard CEDS Consolidated Entity Disclosure Statement ICE Internal Combustion Engine (petrol or diesel fuelled) CEO Chief Executive Officer ICE Products Those in categories of automotive parts, accessories and services that can only be applied to ICE vehicles (i.e. they are dependent on an ICE for their operation). CFO Chief Financial Officer ICE Revenue Revenue derived from sales of ICE Products. CES Caravan Electrical Solutions IFRS International Financial Reporting Standards CGU Cash Generating Unit IMG Innovative Mechatronics Group (or IM Group) CNY Chinese Reminbi KMP Key Management Personnel CODM Chief Operating Decision Maker KRW Korean Wan CRRO Climate-related Risks and Opportunities ktCO2e Kiloton of Carbon Dioxide Emissions DBA Disc Brakes Australia LTIP Long Term Incentive Plan DEI Diversity, Equity & Inclusion LTIFR Lost Time Injury Frequency Rate DIFOT Delivered In Full, On Time MPM Management-defined Performance Measures DPS Dividends Per Share MWh Megawatt Hour EBIT Earnings Before Interest and Tax n/m Not Meaningful EBITA Earnings Before Interest, Tax and Amortisation 126 Amotiv Limited Annual Report 2026
Page 136
Term Definition Term Definition NED Non-Executive Director rTSR Relative Total Shareholder Returns NFM Non-Financial Metric RV Recreational Vehicle NGERS National Greenhouse Energy Reporting Standards SKU Stock Keeping Unit NOM Notice of Meeting SOI Shares On Issue Non-ICE Products Those in categories of parts, accessories and services that are not ICE Products; i.e. are not dependent on an ICE for their operation. For example, products in the category of brakes are considered Non-ICE Products because all vehicles can use brakes, regardless of whether the vehicle has an ICE. Another example is products in the category of hybrid drive batteries are Non-ICE Products; whereas categories of products which depend on the ICE part of a hybrid vehicle, like ignition coils, are ICE Products. STI Short Term Incentive Non-ICE Revenue Revenue derived from sales of Non-ICE Products. Within Non-ICE Product categories (being, categories of product which don’t depend on an ICE for their operation), a particular SKU may apply to a specific vehicle model, whether an ICE model, EV or hybrid model. As the mix of models in the car parc evolves over time, the particular SKUs offered and sold by the relevant Amotiv business will be altered to apply to those models. STIP Short Term Incentive Plan NPAT Net Profit After Tax TFR Total Fixed Remuneration NPATA Net Profit After Tax pre Amortisation THB Thai Baht NTA Net Tangible Assets TSR Total Shareholder Returns NWC Net Working Capital Underlying EBITA A non-IFRS measure, Earnings Before Interest, Tax and Amortisation from operations adjusted for significant items as outlined in note 7 of the Appendix 4E NZD New Zealand Dollar Underlying EBITDA A non-IFRS measure, Earnings Before Interest, Tax, Depreciation and Amortisation from operations adjusted for significant items as outlined in note 7 of the Appendix 4E OEM Original Equipment Manufacturer Underlying EPS A non-IFRS measure, Earnings Per Share from operations adjusted for significant items as outlined in note 7 of the Appendix 4E OES Original Equipment Service Underlying EPSA A non-IFRS measure, Earnings Per Share pre Amortisation from operations adjusted for significant items as outlined in note 7 of the Appendix 4E OFR Operating & Financial Review USD United States Dollar PHEV Plug-in Hybrid Electric Vehicle VWAP Volume Weighted Average Price R&D Research and Development ZAR South African Rand Amotiv Limited Annual Report 2026 127
Page 137
Additional Shareholder Information Shares and Shareholdings as at 31 July 2026 The issued shares of the Company are of the one class (ordinary shares) with one voting right per share and are all quoted on the ASX. Shares held No. of shareholders Shares % 1 - 1,000 3,760 1,649,548 1.23 1,001 - 5,000 4,626 11,794,029 8.81 5,001 - 10,000 1,224 8,770,984 6.55 10,001 - 100,000 762 14,905,562 11.14 100,001 Over 27 96,729,839 72.27 There were 10,399 shareholders of the Company at 31 July 2026. There were 632 shareholders holding less than a marketable parcel of shares based on the closing price of the Company's shares on ASX on 31 July 2026. A marketable parcel is $500.00. Twenty Largest Shareholders as at 31 July 2026 No. of Shares % HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 36,620,293 27.36 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 22,387,498 16.73 CITICORP NOMINEES PTY LIMITED 20,449,378 15.28 ARGO INVESTMENTS LIMITED 7,858,578 5.87 BNP PARIBAS NOMS PTY LTD 3,332,864 2.49 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <NT-COMNWLTH SUPER CORP A/C> 946,773 0.71 BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C> 915,767 0.68 UBS NOMINEES PTY LTD 598,234 0.45 POWER MANAGEMENT PTY LTD 353,000 0.26 MR TERRY JOHN MURPHY 318,000 0.24 WARBONT NOMINEES PTY LTD <UNPAID ENTREPOT A/C> 303,569 0.23 BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 295,631 0.22 BNP PARIBAS NOMINEES PTY LTD <HUB24 CUSTODIAL SERV LTD> 287,538 0.21 NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> 256,536 0.19 WARBONT NOMINEES PTY LTD <SETTLEMENT ENTREPOT A/C> 212,967 0.16 BNP PARIBAS NOMS PTY LTD <GLOBAL MARKETS> 194,727 0.15 KULANDRA PTY LIMITED 171,116 0.13 T WHICKMAN INVESTMENTS PTY LTD <G & T WHICKMAN SF A/C> 150,892 0.11 DJ DENNY PTY LTD 143,238 0.11 NETWEALTH INVESTMENTS LIMITED <SUPER SERVICES A/C> 135,615 0.10 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES 95,932,214 71.67 Total Remaining Holders Balance 37,917,748 28.33 The following shareholders were substantial shareholders for the purposes of Part 6C.1 of the Corporations Act 2001 as at 31 July 2026 (based on substantial shareholder notices they have provided to ASX): Name Date of Notice No. of Shares % Vanguard Group 9 July 2024 8,480,633 6.019 Argo Investments Limited 11 October 2024 7,343,862 5.21 FMR LLC 26 March 2026 12,586,389 9.40 First Sentier Group Limited 31 July 2026 6,694,089 5.00 Mitsubishi UFJ Financial Group, Inc. 31 July 2026 6,694,089 5.00 Dividend Reinvestment Plan The Amotiv Limited Dividend Reinvestment Plan (DRP) is currently suspended. Shareholders wishing to nominate participation in the DRP and receive all or some of their dividend in additional shares in Amotiv, when the DRP is again offered, can make that election by accessing the share registry Investor Centre at www.investorcentre.com/au. Buy-back There is no current buy-back of the Company's shares. The Company conducted an on-market buyback of its shares between 6 November 2024 and 30 September 2025 under which it bought back 7,044,734 (5%) of its shares at a total cost of $66,940,451. 128 Amotiv Limited Annual Report 2026
Page 138
Additional Shareholder Information (continued) Unquoted equity securities and on-market purchases As at 31 July 2026, the number of unquoted equity securities on issue and the number of holders was: Unquoted Security Relevant Plan ASX Code Number on issue Number of Holders Executive Share Rights Issued under the Executive Share Purchase Plan AOVAE 17,371 2 Performance Rights Issued under the Long Term Incentive Plan AOVAA 3,322,810 63 Under or for the purposes of, or to satisfy the entitlements of, the holders of rights to acquire securities granted under an employee incentive scheme (including a share purchase plan) 1the following occurred during FY26: • The total number of securities purchased on market during FY26 was 168,848 shares in the Company; and • The average price per security at which these securities were purchased was $8.49. Direct Payments to a Bank, Building Society or Credit Union Amotiv's payment policy is mandatory direct credit for shareholders in Australia and New Zealand. Payments to those shareholders can only be made by direct credit. You can update your account details by accessing the share registry Investor Centre at www.investorcentre.com/au. Uncertified Issuer Sponsored Holdings The Company register contains uncertificated holdings under the Australian Securities Exchange (ASX) CHESS system. Share certificates are not issued and shareholders receive regular statements of their holdings under the Company-sponsored scheme. Securities Exchange Listing Amotiv is listed on the ASX in the name of Amotiv Limited and under the code AOV. The Company is not listed on any other securities exchange. Change of Address or Name It is important that shareholders notify the share registry or their broker in writing immediately when there is a change in their address or name. For issuer sponsored holdings: please notify the share registry in writing and indicate the details of your new/previous name, your new/previous address and your security reference number (SRN) or change the details online at their website at www.investorcentre.com/au. For CHESS/broker sponsored holdings: please notify your broker in writing if you change your name and/or address. Shareholding Consolidation Shareholders are encouraged to consolidate shareholdings into one name and identification number. Please download a ‘Request to Consolidate Holdings’ form from the share registry Investor Centre at www.investorcentre.com/au under Company Information. Alternatively, an application should be made to the share registry – Computershare Investor Services Pty Limited (see address below). Shareholders with broker sponsored holdings must contact their broker. Annual Report Mailing List Shareholders are encouraged to access and view the Company’s Annual Report online at www.amotiv.com. Shareholders who do not wish to receive reports should advise the share registry in writing or by accessing the share registry Investor Centre at www.investorcentre.com/au. Shareholders can select the method by which they receive shareholder information, including dividend advice, Notice of Annual General Meeting and Proxy. Tax File Number While it is not compulsory for shareholders to provide a Tax File Number (TFN), the Company is obliged to deduct tax from non-fully franked dividends paid to residents in Australia who have not supplied such information. Shareholders can update their TFN by accessing the share registry Investor Centre at www.investorcentre.com/au. Continuous Disclosure and Corporate Governance The Company complies with the requirements of the ASX Listing Rules. Shareholders may view all Company announcements at www.asx.com.au. Shareholders may also obtain updated information and recent announcements concerning the Company by visiting the Company’s website at www.amotiv.com. The Company's 2026 Corporate Governance Statement is available at Corporate Governance Statements. Enquiries Shareholders with questions about their shareholding should contact Computershare Investor Services Pty Limited who maintains the Share Register on behalf of the Company. The Share Register's contact details can be found on the Corporate Information page of this Annual Report. 1. The Company, through its plans trustee, maintains a holding of securities available to meet requirements under its equity incentive and share purchase plans. These details reflect the securities acquired into that holding during FY26 (not the securities applied from that holding to entitlements under the plans). Amotiv Limited Annual Report 2026 129
Page 139
Corporate Information Registered Office Amotiv Limited 144 Moray Street South Melbourne Vic 3205 Australia Email: amotiv@amotiv.com Website: www.amotiv.com Company Secretary Anne Mustow Share Registry Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford Vic 3067 Australia Postal address: GPO Box 2975, Melbourne Vic 3001 Telephone: 1300 850 505 (within Australia) or +61 9415 4000 (outside Australia) Website: www.computershare.com.au Website www.amotiv.com Auditor KPMG Chartered Accountants 130 Amotiv Limited Annual Report 2026
Page 141
Amotiv Limited ABN 99 004 400 891 Registered Office 144 Moray St, SOUTH MELBOURNE VIC 3205 AUSTRALIA Email: amotiv@amotiv.com Web: www.amotiv.com