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Meeting date 2026-06-01

Entity Link for board meeting

Created 2026-06-01 13:40

Revisions 0

Attendees Alex Dymock, David Keene, Peter Whiting, Participant 4, Participant 5, Participant 6, Participant 7, Participant 8, Participant 9

DRAFT

BOARD CONFIDENTIAL

Link for board meeting

1st June 2026

Commencing at [time]

[Location]

Present

Mr A. Dymock (in the chair)

Mr D. Keene

Mr P. Whiting

Participant 4

Participant 5

Participant 6

Participant 7

Participant 8

Participant 9

In Attendance

None recorded.

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 reviewed the action items from the previous meeting. It was noted that premises costs, leases for buildings 32 and 33, and registered office change remained open as combined property matters. The Mark Gower organisation chart remained in progress and would be presented when Mr Gower attended a future board meeting. The JIRA dashboard action was covered in the day's presentation. The five-year strategy document was tabled as a starting point for discussion. It was agreed that the live actions tracker would be sent to Mr Keene immediately following the meeting rather than waiting for the full minutes.

1. UPS Vehicle Delivery Update

The board received confirmation that all three vehicles (AutoCargo 1, AutoCargo 2 with new power deck, and Auto-Shuttle) had been delivered to UPS and were photographed, satisfying a previous board action. It was reported that UPS had visited the Coventry facility twice before delivery and were satisfied with progress. The focus had now shifted to reliability, operational fit, and completing the agreed test programme as part of the Innovate UK project.

It was noted that the Innovate UK project had received a six-month extension without additional funding to complete deliverables and demonstrate results. The government had conducted a quarterly review on-site with UPS present and had expressed satisfaction with progress achieved from the blank sheet development.

2. GMA Automotive Order and Market Communication

The board noted that an RNS had been published on 11th May confirming the signing of the GMA order valued at £814,000 for 54 cars in the current year, with the bulk delivered in 2026/27 and a small tail into 2028. The share price had responded positively, reaching 70p.

It was reported that the RNS had been reframed to position automotive as a technology-integrated division supporting autonomous development rather than a separate legacy business. This narrative shift had been well received by analysts including Zeus, VSA, and Canaccord. Building 2 was being prepared to accommodate production scale, targeting four cars per week by January, which was acknowledged as challenging given 27 harnesses per vehicle with four being highly complex.

3. BMW/Rolls Royce Component Win

The board received notification of a significant win for a BMW-nominated order to supply a control ECU for fibre-optic headliner displays in high-end Rolls Royce vehicles. It was noted that this was the first time BMW had nominated a non-German supplier for this component.

The solution proposed was delivered at approximately a quarter of the cost of conventional approaches, utilising embedded navigation/instrument cluster silicon rather than full PC-based architecture. The order was expected to generate approximately £300,000 in the current financial year covering tooling, EMC, and development, with seven to eight years of order longevity. The board discussed whether this achievement warranted an RNS given the significance of a UK supplier winning a high-tech BMW/Rolls Royce component.

4. Ministry of Defence Projects

The board received a confidential update on defence-related work. It was reported that the Company was supplying wiring harnesses for single-use counter-drone interceptors built at the MTC in Coventry under the Rapstone programme, designed to intercept Iranian Shahed 136 drones. The Company had been asked to supply flight controllers in addition to wiring harnesses.

It was noted that prototypes had been completed with an initial order for 1,100 units and potential follow-on orders of 11,000 units. The work was conducted under strict security measures with card access controls and no recording permitted. Additional opportunities were being explored with different MOD departments, including wiring for 25,000 ruggedised casualty-evacuation vehicles.

The board noted that this work was strictly confidential and would not be subject to RNS disclosure, with only approximately four people outside the boardroom having knowledge of the projects. Enhanced security measures were being implemented across all company locations including Singapore.

5. Premises Update

The board received an update on premises matters. Buildings 11, 12, and 13 had been handed back to the landlord with no word yet received regarding dilapidations. It was noted that the landlord was bricking up the space between buildings 12 and 13 to create three separate units and had declined a gym tenant's approach.

The board noted the steps taken prior to vacating the premises and the landlord's subsequent actions as supporting evidence that no provision for dilapidations was currently required. New leases had been signed for buildings 32 and 33 with a break clause at the end of February. The planned move was scheduled for the last week of July and first week of August.

Action: Mr Dymock to ensure minutes record the comprehensive steps taken prior to building vacation and the landlord's subsequent actions to support the position that no dilapidation provision is required.

6. Ultra Global PRT Project

The board noted that the Ultra Global half-million advance payment was expected to arrive during the week. Ultra Global was funding the test and demonstration track in its entirety at an estimated cost of £2-3 million. Track completion was targeted for the end of August with commissioning in September, though end of year completion was considered more realistic.

The project comprised 25 vehicles total: the first vehicle by end of year and the remaining 24 built between January and July of the following year. The track would have two sections - a test section with challenging gradients and a demonstration section for customer rides. The Company would operate it as a customer demonstration facility.

Negotiations were ongoing via Ultra Global to obtain an existing Heathrow engineering vehicle for development reference, though the project was scoped to proceed without one if necessary.

7. Changi Project Progress

The board received an update on the Changi project. The airside safety test (AST) for upgraded ADT vehicles in Singapore was scheduled for 12th May, with vehicles upgraded to ADS level 2 featuring new high-performance scanners. The test was more complex than previous assessments.

Milestone 3 was targeted for end of May contingent on passing the AST, milestone 4 for end of June, and further milestones for end of July/August. Milestone 3 would make £600,000 invoiceable upon achievement.

The board discussed the approximately £2 million of accrued revenue and unanimously agreed there was no delivery risk. Changi had paid SGD 2.5 million of a SGD 4.5-4.6 million contract and had never disputed a milestone. It was noted that Changi had proposed moving Phase 2B from T3 to T4 and exercising the option for four new ADT3 vehicles plus replacing the existing four vehicles, creating an eight-vehicle deployment.

The board noted that competitor UC at T2 was experiencing operational difficulties and that Korean Air, Cathay Pacific, and Turkish Airlines were comfortable with Aurrigo's approach.

8. Swissport Development

The board received positive news that Swissport had proactively proposed two production deployment routes at Zurich Airport through the tunnel and suggested three vehicles for implementation. The Company was conducting a free AutoSim analysis to validate the actual vehicle requirement.

The vehicle had been offline for 10 days for ADS level 2 upgrade and returned to service on 11th May, remapping all routes with new sensors. Mark Gower was leading commercial conversations and had visited Zurich the previous week. The Company was developing operator handover processes including spares, training, and work instructions as prerequisites for the hub strategy.

Swiss work permit administration was noted as significant, requiring eight-day advance notice to the Swiss government per person with compliance checks on pay rates.

9. TCR Global Partnership Progress

The board noted that TCR had agreed to host Aurrigo vehicles at their Singapore facility at no charge, with maintenance work being conducted on-site. TCR was viewed as the leading candidate for a global leasing/service partner given their global reach, values alignment, and enthusiasm for new technology.

It was confirmed that the commercial model involved the Company selling vehicles to a lessor who would then lease to operators, with Aurrigo not leasing directly. The board agreed to receive a formal recommendation before signing any global partnership agreement.

Action: Mr Whiting to assess whether Mark Gower can present a TCR market overview at the next board meeting.

10. Aviation Pipeline Development

The board received updates on various aviation opportunities. DHL and Manchester Airport (MAG) would meet in approximately three weeks, with DHL building a business case to become sole ground handler at MAG. The Company would model the single-handler scenario via AutoSim.

The Lufthansa/Eurowings opportunity had developed following free simulation work for Parma Airport, with the same personnel now leading RFQs for Munich and discussing Frankfurt. Amazon discussions continued with a SIM call to be arranged. Dubai progress remained on hold with company setup deferred due to regional security concerns related to drone activity.

11. HR and Automotive Performance

The board received updates on HR matters including implementation of April minimum wage changes with additional uplifts. Two resignations from the automotive section had been anticipated and welcomed as they enabled restructuring. Active recruitment was ongoing across multiple roles.

The automotive division was approximately £500,000 ahead of budget at end of April following a strong first quarter. KCB had been a significant contributor with Morgan slightly down but offset by other work. KTV ordering had recovered to its highest level since January 2025. The division was running overtime with weekday overtime at plain time and Saturdays at time and a half.

The board noted that Re Automotive UK had entered administration on approximately 4th May, with employees informed they would not receive April wages, May pay, or notice pay. The Company had recovered equipment that had been taken and some new hires had come from Re Automotive at improved salary levels.

12. Building 2 Development

The board noted that two goods lifts had been ordered for Building 2, operational by end of June. Full CAD layouts for the mezzanines were complete with table moves and fit-out to follow. The possibility of bringing GMA vehicles over before shutdown was being considered to reduce end-of-July workload. Building 2 was targeted to be a hive of activity by mid-August.

13. Audit and Financial Matters

The board received an update on audit progress. The audit sign-off had been moved to 26th May from 21st/22nd May due to BDO's extended technical review process, prompted by increased risk emphasis on intercompany loans and Changi receivables.

Following detailed discussion, the board considered the treatment of intercompany loans (approximately £18 million, primarily TopCo to RDM). It was agreed that reclassification from current to long-term receivables would resolve BDO's impairment concerns and represented the correct accounting treatment.

Regarding Changi accrued revenue (approximately £2 million), the board unanimously confirmed confidence in the Company's ability to deliver the contract criteria required to raise invoices. The board noted that BDO's concern related to contract fulfilment capability rather than Changi's willingness to pay.

The board discussed lessons learned regarding revenue recognition for future long-term development contracts and agreed that the Finance Director and Audit Committee Chair would review current major contracts and document the board's approach for future scenarios.

IT WAS RESOLVED THAT the board adopted the updated going concern budget incorporating known customer assumptions and property costs as the live board budget going forward from April/May actuals.

The updated budget demonstrated cash positive position through end of December 2027, satisfying the 12-month going concern requirement from the audit signing date.

Action: Mr Dymock to draft board minute wording and resolutions for BDO audit points for Audit Committee Chair review.

Action: Audit Committee Chair and Finance Director to meet post-audit to review future contract revenue recognition policy.

Action: Mr Dymock to confirm audit signing date with auditors and notify board.

14. Technology Demonstrations

The board received demonstrations of AutoCargo 2 technology including the power deck cross-transfer capability with a 2-tonne load between vehicles at EMA. The power deck system replaced hydraulic arms with fewer moving parts, lower heat generation, and enabled vehicle-to-vehicle cross-transfer capability.

AutoCargo 2 had completed full ISO handling tests conducted by Jan Snape with back-to-back comparison against AutoCargo 1. No remediation was required from the handling perspective, with braking distances at different loads noted.

The board viewed demonstrations of AI perception systems using six-camera surround view combined with laser scanners, classifying cars, pedestrians, and stop signs with bounding boxes. The same approach was being applied to ADT laser-only data for vehicle/ULD classification.

15. JIRA System Implementation

The board received a comprehensive overview of the company-wide JIRA fault tracker system implemented seven to eight weeks prior. The system had generated 84 tickets on the main board since early April, with the deployment team now operating under Mark Gower with weekly reviews. Building maintenance was also incorporated into the system.

The system provided workflow management across all departments with triage processes, ownership assignment, and completion tracking. Multiple boards had been established for different functions including individual vehicle maintenance programmes. The implementation had significantly improved transparency and response times.

16. 2030 Strategy Framework

The board received a comprehensive strategy presentation outlining the Company's vision and 2030 targets. The framework positioned the Company as a global leader in autonomous transport for aviation and automotive supplier of choice for low-volume premium OEMs.

Key 2030 targets included: £100 million+ revenue, 250 autonomous vehicles deployed globally, 10+ deployments per hub region, positive EBITDA, and free cash generation. The strategy outlined hub deployment across UK/EU, North America, Middle East, and Asia Pacific regions with technology leadership, data strategy, and financial strategy components.

The board discussed positioning relative to global competition, noting the need to define target markets and competitive positioning. Success planning and incentivisation frameworks were identified as key implementation requirements.

IT WAS RESOLVED THAT the June 18th board meeting would be dedicated entirely to strategy development.

Action: Mr Whiting to update strategy document incorporating board feedback and recirculate prior to the dedicated strategy session.

Action: All board members to send strategy thoughts and input ahead of the dedicated session.

The board noted that Jonathan Keeling (Next Gen, major shareholder) would be invited to the July board meeting to review the strategy, having offered up to £20 million in debt financing for acquisitions or acceleration if required.

17. Cybersecurity Update

The board noted that Aurrigo had achieved Cyber Essentials certification. A phishing simulation and reporting system was now operational with approximately 250 cybersecurity courses available through the platform, replacing repetitive Pride HR modules.

Policy development was underway regarding AI transcription tools, with MOD work driving broader security lockdown including card-access zoning, no recordings, and restricted document distribution. Enhanced security measures would be rolled out to all locations including Singapore.

Action: Standard message to be drafted for declining AI transcription in external meetings.

Any Other Business

No other business was raised.

Date of Next Meeting

The next meeting was confirmed for 18th June 2026, to be dedicated entirely to strategy development. The AGM was rescheduled to 25th June 2026.

Close

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

# DRAFT

## BOARD CONFIDENTIAL

# Link for board meeting
1st June 2026
Commencing at [time]
[Location]

## Present
Mr A. Dymock (in the chair)
Mr D. Keene
Mr P. Whiting
Participant 4
Participant 5
Participant 6
Participant 7
Participant 8
Participant 9

## In Attendance
None recorded.

## 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 reviewed the action items from the previous meeting. It was noted that premises costs, leases for buildings 32 and 33, and registered office change remained open as combined property matters. The Mark Gower organisation chart remained in progress and would be presented when Mr Gower attended a future board meeting. The JIRA dashboard action was covered in the day's presentation. The five-year strategy document was tabled as a starting point for discussion. It was agreed that the live actions tracker would be sent to Mr Keene immediately following the meeting rather than waiting for the full minutes.

## 1. UPS Vehicle Delivery Update

## 2. GMA Automotive Order and Market Communication

## 3. BMW/Rolls Royce Component Win

## 4. Ministry of Defence Projects

## 5. Premises Update

**Action:** Mr Dymock to ensure minutes record the comprehensive steps taken prior to building vacation and the landlord's subsequent actions to support the position that no dilapidation provision is required.

## 6. Ultra Global PRT Project

Negotiations were ongoing via Ultra Global to obtain an existing Heathrow engineering vehicle for development reference, though the project was scoped to proceed without one if necessary.

## 7. Changi Project Progress

The board noted that competitor UC at T2 was experiencing operational difficulties and that Korean Air, Cathay Pacific, and Turkish Airlines were comfortable with Aurrigo's approach.

## 8. Swissport Development

Swiss work permit administration was noted as significant, requiring eight-day advance notice to the Swiss government per person with compliance checks on pay rates.

## 9. TCR Global Partnership Progress

**Action:** Mr Whiting to assess whether Mark Gower can present a TCR market overview at the next board meeting.

## 10. Aviation Pipeline Development

## 11. HR and Automotive Performance

## 12. Building 2 Development

## 13. Audit and Financial Matters

**IT WAS RESOLVED THAT** the board adopted the updated going concern budget incorporating known customer assumptions and property costs as the live board budget going forward from April/May actuals.

The updated budget demonstrated cash positive position through end of December 2027, satisfying the 12-month going concern requirement from the audit signing date.

**Action:** Mr Dymock to draft board minute wording and resolutions for BDO audit points for Audit Committee Chair review.

**Action:** Audit Committee Chair and Finance Director to meet post-audit to review future contract revenue recognition policy.

**Action:** Mr Dymock to confirm audit signing date with auditors and notify board.

## 14. Technology Demonstrations

## 15. JIRA System Implementation

## 16. 2030 Strategy Framework

**IT WAS RESOLVED THAT** the June 18th board meeting would be dedicated entirely to strategy development.

**Action:** Mr Whiting to update strategy document incorporating board feedback and recirculate prior to the dedicated strategy session.

**Action:** All board members to send strategy thoughts and input ahead of the dedicated session.

## 17. Cybersecurity Update

**Action:** Standard message to be drafted for declining AI transcription in external meetings.

## Any Other Business

No other business was raised.

## Date of Next Meeting

The next meeting was confirmed for 18th June 2026, to be dedicated entirely to strategy development. The AGM was rescheduled to 25th June 2026.

## Close

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