DRAFT

BOARD CONFIDENTIAL

Aurrigo International plc

Board Meeting

17th March 2026

Commencing at [time]

[Location]

Present

Mr I. Grubb

Mr A. Cornish

Mr D. Keene

Ms P. Coates

Mr G. Keene

Mr J. Elliott

In Attendance

Mr A. Dymock - Company Secretary

Mr S. Brewerton

Tenille Houston

Apologies

None received.

Quorum

It was noted that a quorum was present and the meeting was declared open.

Declarations of Interest

No new declarations of interest were made.

Previous Minutes

The minutes of the previous meeting were approved as a true and accurate record.

Matters Arising

The board noted the following updates on outstanding actions:

• Research coordination with Zeus, BSA Capital and Canaccord had been completed with each taking different but complementary approaches
• CLA licenses had been secured covering all subsidiaries under Aurrigo International PLC
• Companies House ID codes remained outstanding for certain directors and would be chased

1. Strategic Update and Hub Strategy

The board received a comprehensive update on the Company's strategic progress. It was reported that the hub strategy RNS had received exceptionally positive response from shareholders and potential partners, with the share price increasing from 79p to 82.5p following the announcement. The board noted that shareholders "completely love the whole strategy" and could see the clear benefits of the regional hub model.

The board noted that significant progress had been made with the Investment Advisory Proposal (IAP) document, which had been circulated to the board and Canaccord with all comments incorporated. The document would be submitted to Garlands for legal review by Thursday 19th December. A two-page teaser document had been created from the IAP and distributed to eight targets including UPS and IAG, with six out of eight responding positively and requesting NDAs and the full document.

It was reported that Zeus, BSA Capital and Canaccord were all progressing independent broker research with different approaches - Zeus and BSA focusing on total addressable market analysis, Canaccord examining key levers required in the next 12-18 months. The research would include no financial forecasts but would address cash runway and burn rate, projecting cash extends beyond 2026.

2. Changi Project Progress

The board received a detailed update on the Singapore project. It was reported that the Chief Executive and Mr Cornish had spent just over one week in Singapore making significant progress on the Changi project. Initial meetings with Lee San, head of operations, had evolved from tense beginnings to highly productive discussions after she became engaged with the hub strategy concept.

It was noted that Lee San had presented Aurrigo's hub strategy slides to the Changi CEO two weeks after their meeting, receiving positive response with the CEO wanting to continue discussions after Phase 2B milestones were completed. The board noted that Changi had confirmed they wanted to own assets outright initially, with discussions evolving toward full joint venture ownership models including manufacturing and maintenance.

The board noted cultural and contextual factors affecting the relationship, with Lee San facing significant personal and professional pressures including two cancelled projects, parliamentary responsibilities, and caring for two sick parents as a single person.

3. New Premises Development

The board received a comprehensive presentation on the proposed new UK premises at Siskin Drive, Coventry Airport. The facility would comprise Building 1 (46,000 sq ft) and Building 2 (83,000 sq ft) for a total of 129,000 sq ft compared to the current 36,000 sq ft across all sites.

It was noted that the annual cost would be £1.4M for rent, rates, utilities and insurance versus the current £410K, representing approximately 4.5 times larger space for 3-4 times the cost. The lease had seven years remaining with a rent review in February 2027, requiring a deposit of £450K.

The board noted that the facility was fully equipped with Reed leaving 99% of everything including IT systems, desks, chairs, racking, gym facilities, coffee machines, dishwashers, first aid room, and prayer room. The property was strategically positioned across both Warwickshire and Coventry jurisdictions, enabling access to grants from both councils plus the West Midlands Mayor.

It was agreed that the new facility would serve as the first UK hub under the Company's hub strategy, providing a blueprint for cookie-cutter replication in other regions. The board approved the relocation strategy with half the management team moving first to enable phased migration and sequential handback of current buildings to landlords.

4. NextGen India Partnership

The board received an update on the NextGen India partnership. It was reported that the desktop study had been completed for approximately £120-128K with partial payment received, and the Company was awaiting a £7.5M order for design work and 25 vehicles.

The order breakdown was detailed as £900K design work with £350-400K profit margin, vehicles at £230-235K each with 40-45% margin, and tooling/test work at 20% margin, delivering total profit north of £3M. The entire project timeline fitted within 2026 if the order was received promptly.

The board noted that NextGen was actively purchasing additional shares in the market, having acquired 1.2M shares from Maven at 79p plus 375,000 shares in the previous week. The board agreed that the Nomad should investigate the beneficial ownership of recent share purchases to ensure no concert party issues approached the 30% takeover threshold.

The board noted the long-term model would involve NextGen building rolling chassis in India for shipment to the UK for Aurrigo to install electronics, software, wiring and calibration, maintaining "Made in UK" certification for train regulations while creating ongoing revenue streams through ECU and software control.

5. Swissport Relationship Transformation

The board received an update on the dramatic improvement in the Swissport relationship. It was reported that the relationship had transformed from hostile ("simulator is shit," "vehicles are rubbish") to very positive after Aurrigo systematically addressed all technical concerns.

Issues had been resolved including simulator accuracy after Swissport provided correct data, and vehicle tunnel operation after engineering modifications. The board noted that a high-profile demo had been completed to key stakeholders including Swiss Air with the vehicle performing excellently.

It was reported that Warwick Brady, Swissport CEO, now wanted a meeting on Monday 22nd December to discuss implementation across multiple airports globally. The board noted that while Swissport had paid £240K for current work (originally estimated at £750K), future commercial arrangements would not repeat this model.

6. UPS Engagement Progress

The board noted that UPS had responded to the teaser document requesting an NDA, discovering that their existing NDA had expired in February 2025. Following legal department modifications to BSA Capital's NDA template, a new NDA was now in place enabling project discussions to proceed.

The board considered UPS's global operations spanning multiple regions and the potential for them to want regional exclusivity or supply control across their global hubs, which could require significant investment to secure such positioning.

7. Financial Performance and Year-End Projections

The board received the Chief Financial Officer's report showing November revenue of £967K comprising Aviation £252K, Autonomous £60K (NextGen desktop study), and Automotive £655K.

It was reported that the year-to-date position showed Autonomous £3.5M adverse to budget, Automotive £750K adverse (improved from worse position), with total revenue £4.25M adverse to budget. However, revised market guidance of £7.5M total revenue was tracking 105% favourable on operating/grant income despite Phase 2B deferral.

The board noted the cash position was £1.6M favourable to budget post-fundraise, with current burn rate of approximately £600K/month supporting 112 employees (planning to increase to ~120). Cash runway was sufficient to clear 2026 and extend into 2027 even with the expensive new property and increased activities.

EBITDA projection was -£4.3M with PBT -£5M representing worst case before capitalising R&D labour, which would move costs from P&L to balance sheet and reduce reported losses.

8. Automotive Division Recovery

The board noted the strong Q4 recovery in the Automotive division, with October, November and December all hitting or exceeding the £460K monthly budget after six consecutive months of misses. Q4 represented the largest quarter of the year by budget, demonstrating significant comeback.

Year-end projection was £5.3M versus £5M downgraded guidance (£300K favourable). JLR had led the recovery with November achieving £352K (highest month of year). The board noted improved customer concentration with JLR reduced to 32% year-to-date versus 86% last year, while Gordon Murray increased to 17% versus 4% last year.

9. Aviation Division Challenges

The board noted Aviation division challenges with October revenue of £252K versus £390K budget. Year-to-date Aviation showed £3.5M adverse to budget driven by Phase 2B delays and slower commercial progress, though multiple projects were progressing including Changi, Swissport, Palmer/EuroWings and NextGen.

Grant income was performing well at 105% of budget despite Phase 2B deferral, offsetting some aviation revenue shortfall.

10. HR Update and Staffing

The board received an update on current staffing levels of 112 employees with plans to increase to approximately 120. It was noted that three employees had serious ongoing health issues requiring significant time off, and one employee from Inkley had suffered a workplace accident with insurers officially rejecting liability.

The build team remained significantly depleted due to health issues, with discussions held at the strategy meeting regarding additional recruitment. It was agreed that the NextGen 25 vehicle order would require a separate dedicated team with recruitment feasible at market rates.

Regarding GSE/Inkley relocation, concerns were noted that some employees might not transfer to the new Coventry location due to increased travel distances, with potential retention strategies including transport provision and retention bonuses.

11. Marketing and Communications Activities

The board received an update on marketing activities including earned media highlights from Ground Handling International roundtable, BSA Capital podcast featuring the Chief Executive, and Dispatch from Dubai coverage.

Press releases had focused on the license and hub program RNS which converted to press release with excellent coverage and feedback. Upcoming releases included the new office announcement as the first press release of 2026, and ground handling license at EMA pending CAA approval.

Q1 2026 events included ACI Cargo (Florida), Zurich media launch rescheduled to 26th February, and World Congress 2-5th March with 32 square metre free space in the "Future of Airports" section.

The board noted the 2026 marketing budget had increased to approximately £380K from £125K in the previous year due to cash constraints, enabling significantly enhanced conference presence and asset demonstrations.

12. Technology and IP Strategy

The board discussed the Company's evolution toward an IP licensing and technology development model, noting that manufacturing partnerships would enable scaling without requiring 300 million investment and 30,000 employees.

The technology approach was outlined as providing building blocks that partners could configure for local markets, similar to ARM's semiconductor model, with licensing fees per instance and ongoing royalties. Options ranged from turnkey solutions to allowing partners access to building blocks for local customisation, with different partnership levels having different technology access rights.

13. Joint Venture Partnership Framework

The board considered the joint venture partnership model where regional partners could invest 49% or 51% stakes for approximately £20M with options to buy out Aurrigo's stake later while licensing all IP. Each hub was designed for total sovereign capability with all parts sourced within regions to prevent external parties from "turning the lights off."

The board noted the importance of careful JV agreement drafting to prevent anti-competitive behaviour and protect Aurrigo's long-term interests, utilising Dymock legal team for consistency across regions. The precedent set by the Changi partnering agreement would provide a blueprint for replication.

It was agreed that partner selection would prioritise quality partnerships over pure financial considerations, with partners evaluated on their regional reach, airport connections, and technical capabilities.

14. Risk Management and Legal Considerations

The board discussed potential risks in the JV model including anti-competitive restrictions on supply to certain airports and the need for robust legal frameworks. It was agreed that seemingly awkward protective clauses should be drafted while relationships remained positive, as retrospective amendments would prove difficult.

The board noted different regional requirements, with examples including Changi's insistence on no Chinese parts, all spare parts in-country, and all data/connectivity domestically controlled for sovereign security.

15. Marketing and Brand Development

The board noted plans for a high-profile opening ceremony for the new facility in the first or second week of April, seeking prominent figures from aviation, royalty, or major industry leaders to maximize media coverage. Suggestions included contacting the Lord Lieutenant of Warwickshire and exploring royal connections through established channels.

16. Future Outlook and Strategic Direction

The board noted multiple opportunities in the near term with several initiatives expected to be executed in the first half of 2026. The Company was generating significant choice in partnerships while maintaining focus on delivering proven solutions.

The board concluded that 2026 represented a pivotal year with substantial marketing investment, facility expansion, and partnership development all positioning the Company for significant growth and market penetration.

Any Other Business

There was no other business.

Date of Next Meeting

To be confirmed.

Close

There being no further business, the Chair declared the meeting closed at [time].

• Chase missing Companies House ID codes (Mr Dymock)
• Contact Nomad about share purchase investigation (Mr Dymock)
• Prepare recruitment package for facility opening (Ms Coates)