The directors present the strategic report for the year ended 31 December 2024. The 2024 results include Gumtree.com Limited results for 9 months until the date of disposal on 30 September 2024.

The Parent Company was formed on 22 November 2021 to acquire Gumtree.com Limited ("Gumtree") and its subsidiary Motors.co.uk Limited ("Motors") from the eBay Classifieds Group. The acquisition was completed on 30 November 2021.

Gumtree is one of the leading classifieds portals in the UK. It brings together millions of buyers and sellers and facilitates thousands of successful transactions every day across many categories (jobs, services, second hand goods, pets, etc.). On 30 September 2024, Gumtree was sold for £43,327,000 as set out in note 27 to the financial statements. The net profit attributable from Gumtree disposal was £38,234,000 as set out in note 13 to the financial statements.

Motors is one of the leading online platforms for used cars, with an average of over 280,000 used car listings on its platform (and 380,000 listings across its network), helping British car dealers reach millions of prospective buyers every month. Its robust suite of tools is tailored specifically to the automotive vertical, helping over 5,000 of the UK’s leading automotive dealers to sell their cars, utilise buyer data in marketing and pricing decisions, and expand reach through a large syndication network. On 27 June 2024, Motors bought the Cazoo brand for £5m. This acquisition is part of the overall long-term strategy for Motors – both in strengthening multisite proposition for dealers and increasing brand awareness among buyers.

Revenue in the period from continuing operations was £50,293,000 (2023: £20,195,000). The direct and operating expenses stood at £48,995,000 (2023: £26,586,000). The Group’s profit before income tax from continuing operations for the period was £1,394,000 (2023: loss of £6,389,000). The results for the year are set out in the Group statement of comprehensive income on page 12. Gumtree revenue for 9 months to 30 September 2024 was £14,989,000 (2023: £55,110,000) as set out in note 13.

The Group's net assets (being total assets less total liabilities) at the period-end were £10,216,000 (2023: £13,931,000). The financial position of the Group is set out in the Statement of financial position on page 13.

From the perspective of the Group, the principal risks and uncertainties are integrated with the principal risks of the Group and are managed centrally. These include, but are not limited to, outsourcing, business continuity and reliance on key IT systems, together with the risks associated with growth of the business and underlying economic environment factors affecting overall consumer confidence and e-commerce growth.

Financial assets that potentially subject the Group to concentrations of credit risk principally consist of cash at bank and debtors. The Group’s cash is placed with quality financial institutions. The Group’s exposure to debtor risk was principally concentrated in the intra-group debt with the other Group entities arising from the charges due under the services agreement.

The directors consider there is a low risk from foreign currency transactions, the amount of exposure to any individual counterparty is limited, and assessed continually. The Group's operating income and cash flows are substantially independent of changes in market interest rates. Due to the limited risk exposure, the Group does not have a specific hedging policy with respect to foreign currency exchange and interest rate risk.

The directors consider, both individually and together, that they have acted in the way they determine, in good faith, would be most likely to promote the success of the Group for the benefit of its members in the decisions taken during the financial year, balancing the needs for the short term and long term success of the Group.

The directors ensure they have suitable access to information to allow them to make informed business decisions and the directors consider whether they possess sufficient information regarding the stakeholder interests which are affected by their actions. In instances when the directors do not have all the information relevant to a decision, it is important to consider the expertise of others and care is taken to assess the source, quality and quantity of all information available. Every individual stakeholder within the Group is, indirectly, an asset of the shareholders. The directors will continue to promote a culture which considers the interests of all stakeholders.

The directors need to foster the Group’s business relationships with suppliers, customers, HM Revenue and Customs ("HMRC”) which includes committing to partnerships that share the Group’s dedication to conducting business in a legal, ethical, and socially responsible manner, to deliver the best possible value for the Group and mitigate the risk to the Group. It is accepted by the directors that the promotion of the circular economy benefits society as a whole and that the success of the Group will continue to promote the success of the circular economy as whole.

The directors aim to attract and retain talented employees from diverse backgrounds and industries by building a world-class culture based on integrity, respect and inclusion in which people have opportunities to do purpose-driven work that impacts customers, communities and co-workers globally.

On behalf of the board

The directors present their annual report and audited consolidated financial statements of the Group and Company for the year ended 31 December 2024.

The principal activity of the Group in the year under review was that of operating online classified marketplaces for buying and selling goods, services, and vehicles.

The results for the year are set out on page 12.

Ordinary dividends were paid amounting to £42,000,000. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final preference dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

The Group's current policy concerning the payment of trade creditors is to:

• settle the terms of payment with suppliers when agreeing the terms of each transaction;

• ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and

• pay in accordance with the Group's contractual and other legal obligations.

Trade creditors of the Group at the year end were equivalent to 41 days' purchases, based on the average daily amount invoiced by suppliers during the year.

There were no political donations for the year ended 31 December 2024 (2023: £0).

The Group's operations expose it to a variety of financial risks that include the effects of changes in credit risk, liquidity risk and interest rate risk.

The Group has in place a risk management program that seeks to limit the possible adverse effects on the financial performance of the Group by monitoring levels of cash and performing a through appraisal of any potential new projects. The Group does not use derivative financial instruments or manage interest rate costs, and as such, no hedge accounting is applied.

Given the size of the Group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The Group's finance department implements the policies set by the directors. The department has specific guidelines agreed by the directors to manage interest rate risk, credit risk and circumstances where it would be appropriate to use financial instruments to manage these.

The Group reviews all cashflow requirements on a periodic basis which the directors deem appropriate for the business to cover liquidity risk.

The directors consider there is a low risk from foreign currency transactions due to their limited number. The amount of exposure to any individual counterparty is limited, and is assessed continually.

The Group has implemented policies that require appropriate credit checks on potential customers before onboarding new clients can be completed.

The Group invests in the design and layout of its websites and apps. The directors regard the investment in research and development as integral to the continuing success of the business and ensuring the Group provides customers with websites that are easy to use.

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The Group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

A growth share scheme was introduced in 2023 as a means of further encouraging the involvement of employees in the Group's performance.

The Group has a policy of providing employees with information about the Group through internal media methods in which employees have also been encouraged to present their suggestions and views on the Group's performance.

In the Strategic report, within the Section 172 (1) Statement on page 2, the directors have summarised how they have engaged with suppliers, customers and others in a business relationship.

In March 2025, there was an agreed adjustment to Gumtree sales price of £320,205. This was settled in cash. The purchase price stated in the Strategic report on page 1 is net of this post-closing purchase price adjustment.

The Company will continue to invest in Motors to drive the Group's revenue.

The Group will continue with SEO and app development investment as well as growing onsite monetisation for business users.

During the year, the board appointed Moore Kingston Smith LLP as auditor on 24 April 2025 for the period ended 31 December 2024. The previous auditors were PricewaterhouseCoopers LLP.

This Streamlined Energy and Carbon Reporting (SECR) statement is prepared in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. It covers the UK operations of Classifieds Group Limited for the financial year ended 31 December 2024.

Energy consumption data was compiled from electricity invoices and transport mileage from expense records. No Scope 1 emissions were recorded as the buildings were heated with electricity. A location-based method has been used for calculating the emissions from purchased electricity (Scope 2). Greenhouse gas emissions were calculated using the UK Government GHG Conversion Factors for Company Reporting (2024).

This intensity metric reflects the Company’s emissions relative to business activity and is considered appropriate for a growing digital services Company. Revenue for the purpose of calculating the intensity ratio includes revenue from discontinued operations.

During the 2024 reporting period, total energy consumption and carbon emissions fell by 12% compared to 2023. This reduction may be attributed to the following energy-saving measures:

• Weekend, evening, and Christmas period shutdowns of heating, ventilation, and air conditioning (HVAC) equipment.

• Lighting upgraded to lower energy LEDs.

• Passive infrared (PIR) sensors were installed across the building to turn off lights when they are not in use.

• Smart Meters were installed across office equipment to monitor and manage usage.

• All employees worked on laptops which were more energy efficient than desktops.

• Windows kept close to maximize HVAC system efficiency.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).

Under Company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• state whether applicable UK adopted international accounting standards have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The financial statements have been prepared on a going concern basis. In preparing the financial statements the directors have taken into account all information that could reasonably be expected to be available for the following 12 months from the date of signing the financial statements and beyond.

The directors have considered the Group’s performance in the year and up to the date of signing these financial statements, the net assets, future profits projected, amounts due to Group undertakings, the Group’s ongoing cash requirements and the restructure of the Group in the year. As a result of the review of the factors described above, the directors are confident the Group has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.

We have audited the financial statements of Classifieds Group Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended 31 December 2024 which comprise the Group statement of comprehensive income, the Group and Parent Company statements of financial position, the Group and Parent Company statements of changes in equity, the Group statement of cash flows and the Group and Parent Company notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's and Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the Parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are 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 ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and 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 these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

• We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the group.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK adopted international accounting standards, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Classifieds Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX. The Parent Company's principal activities and nature of its operations are disclosed in the Directors' report.

The Group consists of Classifieds Group Limited and all of its subsidiaries.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the Group. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted, which have been applied consistently in all years presented, are set out below.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

The consolidated Group financial statements consist of the financial statements of the Parent Company Classifieds Group Limited together with all entities controlled by the Parent Company (its subsidiaries) and the Group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.

All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.

Goodwill represents the excess of the cost of acquisition of subsidiaries over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Thetruese financial statements have been prepared on a going concern basis. In preparing the financial statements the directors have taken into account all information that could reasonably be expected to be available for the following 12 months from the date if signing the financial statements and beyond.

The directors have considered the Group’s performance in the year and up to the date of signing these financial statements, the net assets, future profits projected, amounts due to Group undertakings, the Group’s ongoing cash requirements and the restructure of the Group in the year.

As a result of the review of the factors described above, the directors are confident the Group and Parent Company has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The Group recognises revenue from the following major sources:

• Advertising

• Onsite

• Subscriptions fees

• TSA revenue

The nature, timing of satisfaction of performance obligations and significant payment terms of the Group's major sources of revenue are as follows:

Advertising revenues on contracts are recognised as "impressions" (i.e., the number of times that an advertisement appears in pages viewed by users of our websites) are delivered, or as "clicks" (which are generated each time users on our websites click through our text-based advertisements to an advertiser's designated website) are provided to advertisers.

Onsite revenue is invoiced when the listing is placed. The listing will only go live once the payment has been made. The revenue is recognised over the period of the listing, on a straight line basis, which is when the performance obligations have been satisfied.

Businesses enter into a contract for a period of time which allows them to use the platform. Revenue is invoiced periodically and is recognised over the contract term. Any discounts or free periods are spread over the whole period when recognising the revenue.

The performance obligations are satisfied over the period of the contract.

TSA revenue is invoiced monthly and is recognised in the month the service is provided, which is when the performance obligations are satisfied.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives from acquisition on the following bases:

• Customer contracts - 3 years

• Existing technology - 3 years

• Trade name - 5 years

• Development costs 20% per annum

• Trademarks - 6.5 years

• Software development - 33% per annum

Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the Group statement of comprehensive income.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. 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). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on the shared credit characteristics and days past due. The expected loss rates are based on the historical payment profiles of sales and the corresponding historical credit losses within these periods. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the Parent Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the Company. Dividends in specie are recognised at the value of the dividend voted which is the market value of the assets exchanged.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes Options Pricing Model model. The fair value determined at the grant date is expensed. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

At inception, the Group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Group's estimate of the amount expected to be payable under a residual value guarantee; or the Group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures.

The Group does not expect to be eligible to apply IFRS 19.

In the application of the Group's and Parent Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

The Directors consider there to be no critical judgements or key sources of estimation uncertainty.

All revenue is derived from UK operations.

The amortisation of intangible assets is included within administration expenses.

The average monthly number of persons (including directors) employed by the Group during the year was:

Their aggregate remuneration comprised:

The Directors of the Parent Company have not been remunerated in this Group for the services they have completed.

Borrowing costs excluded from interest payable and included in the cost of assets during the year are as follows:

The credit for the year can be reconciled to the profit per the income statement as follows:

During the year Gumtree.com Limited contributed an outflow of £8,277,000 (2023: inflow £800,000) to the company's net operating cash flows, paid £472,000 (£1,400,000) in respect of investing activities and paid £617,000 (2023: £817,000) in respect of financing activities.

IAS 36 requires an impairment review to be performed annually for goodwill. Accordingly, an impairment review has been performed for the year ended 31 December 2024 and no indicators of impairment were identified.

In the prior year there was a £53k transfer from property, plant and equipment. This was software which has previously been included in computers and has now been moved to development costs.

Property, plant and equipment includes right-of-use assets, as follows:

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The Group only deposits cash with major banks with high quality credit standing and limits exposure to any one counter-party.

Financial assets which potentially subject the Group to a concentration of credit risk consist principally of trade and other receivables and cash. Cash includes short-term and liquidity funds' investments, all deposits accessible within three months. Management believes the concentration of credit risk associated with trade and other receivables is mitigated due to distribution over many customers in different industries. Risks associated with in the Group's cash is mitigated by the fact that these amounts are placed across a number of high-quality financial institutions. The Group has not experienced any losses to date on its deposited cash.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on the shared credit characteristics and days past due. The expected loss rates are based on the historical payment profiles of sales and the corresponding historical credit losses within these periods. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

The Group has not experienced any losses to date on any other receivables.

The Group's risk to liquidity is a result of the obligations associated with financial liabilities and funds available to cover those obligations. The Group manages liquidity risk through an ongoing review of future commitments.

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.

The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The amount payable at the year end was £147k.

During 2023, 1,975 of equity instruments other than share options were granted. The weighted average fair value of those instruments at the measurement date was £15.94. During 2024, no equity instruments were issued.

The shares were valued using the Black Scholes Option Pricing Model ("BSOPM"), This used a volatility of 48% and risk free rate between 3.47% and 4.32%. It is assumed there would be a sale between 4 and 5 years.

The Parent Company has two classes of ordinary shares which carry no right to fixed income.

Ordinary A shares are growth shares allowing the holders to share in the profit from the sale of the Company over £100m. The holders have no voting rights but are entitled to dividends. These have been considered to be equity settled share based payments which are discussed in further detail in note 23.

Share based payments reserve is created on issue of growth shares which are shown in note 23.

On 30 September 2024, the Group disposed of its 100% holding in Gumtree.com Limited. Included in these financial statements are losses of £1,679,000 arising from the Group's interests in Gumtree.com Limited up to the date of its disposal.

Operating lease payments represent rentals payable by the Company for properties.

Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:

The Group is not subject to any externally imposed capital requirements.

The remuneration of key management personnel, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

During the year the Group entered into the following transactions with related parties:

The following amounts were outstanding at the reporting end date:

Novum Capital Special Opportunities Fund II GmbH & Co. KG, Germany, together with Gumtree Holdco LLC, Delaware, USA is the parent of the Parent Company and ultimate controlling party. Classifieds Group Limited is the largest group to consolidate these financial statements.

Repayment of shareholder loans in the prior year were included within trade and other payables movements. The comparatives have been restated to include these repayments within financing activities. This has no impact on any other area of the financial statements.

As permitted by trues408 Companies Act 2006, the Parent Company has not presented its own income statement and related notes. The Parent Company’s profit for the year was £39,787k (2023: £75,636k).

Classifieds Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX. The Company's principal activities and nature of its operations are disclosed in the Directors' report.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The Company applies accounting policies consistent with those applied by the Group except as set out below. To the extent that an accounting policy is relevant to both Group and Parent Company financial statements, please refer to the Group financial statements for disclosure of the relevant accounting policy.

The directors have at the time of approving the financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Non-current Investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the Parent Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the Group holds a long-term interest and has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the Group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Dividend income relating to the receipt of an investment in subsidiary is recognised at predecessor value (i.e. the carrying value of investment in the transferor's financial statements)

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

During the year the Company sold 100% share capital of Gumtree.com Limited. Details of the sale are disclosed in note 27 of the Group financial statements.

Details of the Company's principal operating subsidiaries are included in note 33

Details of the Parent Company's subsidiaries at 31 December 2024 are as follows:

The average monthly number of persons (including directors) employed by the Company during the year was:

Their aggregate remuneration comprised:

The cost in 2023 is related to share based payments.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.