The Directors present the Strategic Report for Cox Automotive Retail Solutions Limited ('the Company') for the year ended 31 December 2024.

The Company is a member of the Manheim Global Management UK Limited group of companies ('the Group') and is home to the Modix brand in the UK market, a provider of digital retail and marketing solutions.

Turnover decreased during the year by £1.3m (16.5%) to £6.6m (2023: £7.9m) mainly driven by a reduction in core subscriptions as the contracts have been transitioned to another Group entity.

The Company generated profit after tax of £4.9m (2023: £2.3m). Profits largely improved year-on-year due to reduced licence payments to fellow Group company, Modix GmbH, for ongoing use of its Modix Platform in line with the arms length licence arrangements in place. There was also a restructuring during the year which resulted in a reduction of employee headcount and employee costs.

Future developments of the Company are discussed in the Directors report.

Financial key performance indicators ('KPIs') include turnover and profit.

Turnover decreased during the year by £1.3m (16.5%) to £6.6m (2023: £7.9m) due to a loss of core customer contracts year-on-year, including subscriptions.

The intercompany cross licence arrangement with fellow subsidiary Modix GmbH continues to incur costs and related developer recharges. Operating losses of £0.8m (2023: £0.9m) were primarily improved due to the declining aforementioned licence fee structure, as well as ongoing cost management, albeit at a reduced level.

An increase of finance income to £5.0m (2023: £4.0m) was driven by increased interest rates charged on intercompany receivables. Profit before tax is therefore £4.2m (2023: £3.1m). A tax credit of £0.8m (2023: charge £0.8m), results in profit after tax of £4.9m (2023: £2.3m).

A non-financial KPI utilised for analysis by management is headcount, which dropped from 83 to 38 during the year due to restructuring events, streamlining operations and consolidating roles across the business.

Principal risks and uncertainties affecting the Company are captured by risk assessment completed at the Group level. Given the Group operates in the same market across multiple companies and areas, centralised risk assessment is the most efficient approach to risk management. The principal risks and uncertainties relate to vehicle volumes, macroeconomic and regulatory environments and IT risks surrounding key systems. Group risks are presented in the Annual report and financial statements of Manheim Global Management UK Limited available from UK Companies House.

Approved by the Board of Directors and signed on behalf of the Board

The Directors present their Annual report and financial statements for the year ended 31 December 2024.

The principal activities of the Company is software solutions and support services for remarketing, inventory, business and sales management in the automotive industry.

The results for the year are set out on page 9.

No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend.

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

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Finance related procedures are subject to overarching Group policies designed to mitigate financial risk to sufficiently acceptable levels. Treasury operations are centrally managed in the Group. Financing is made available from a fellow group company and the Company is party to central management of cash flows across the Group.

Daily Group level cash flow forecasting ensures borrowing limits are not exceeded on a pooled basis. The risk of insufficient funds occurring is deemed low given the availability of intercompany borrowing. There is no exchange rates risk as all operations are UK based. Interest rate risk is deemed low as intercompany loans are repayable on demand and attract a low margin of interest on an acceptable benchmark rate.

On 10 April 2025, the Group announced the closure of Modix GmbH from the end of June 2025. The Group is still assessing the impact of the closure on the Company operations, but it is anticipated that any impact on the Company will be immaterial. Management anticipates select employees to be retained via transfer of employment to the Company from Modix GmbH.

The Directors intend to continue to grow the portfolio of Cox Automotive Retail Solutions Limited. The Company will continue to build towards a strong, sustainable and scalable product offering, allowing for growth in core customer base and generate further one-time turnover opportunities.

The auditor, Deloitte LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a Director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the Directors individually have taken all the necessary steps that they ought to have taken as Directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of S418 of the Companies Act 2006

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). During the year the Company generated profits of £4.9m (2023: £2.3m). At 31 December 2024 the Company is in a net current assets position at the year-end of £71.0m (2023: £66.1m). No cash has been pooled via intercompany, consistent with prior year.

MGMUK operates a centralised treasury function and cash pooling for all UK based entities, which the Company is included within. MGMUK maintains a £10.0m overdraft facility with Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK reports net cash of £26.5m and undrawn facilities of £10.0m.

The Company shares common Directors with MGMUK. When considering the going concern assumption the Directors also considered the cash available to the Company, including the MGMUK cash pooling arrangement of which this company is part of.

The Directors have prepared cash flow forecasts for the MGMUK group with the following considerations:

• the working capital structure and liquidity of the Group and the ability of the Group to continue to service its creditors as they fall due;

• the cash and committed funding facilities in place;

• the principal risks facing the Group and its systems of risk mitigation and control;

• External factors influencing overall performance such as inflation; and

• the Board approved cash flow forecasts prepared for a period to 31 July 2026.

• The Directors modelled downside scenarios to consider potential impact on the Group's forecast results and cash flows. Assumptions in the scenarios are reductions in Group EBITDA excluding FX and restructuring, which could result from falls in revenue or increases in costs, driven by market conditions. The Directors also conducted stress testing of the Group's forecasts and, considering reasonable downside sensitivities, the Directors are satisfied that the Group is expected to operate within its available cash resources. After modelling a 50% reduction in Group EBITDA excluding FX and restructuring across all operations, sufficient facility headroom remained in the model across all months.

These forecasts demonstrate that MGMUK has sufficient liquidity and will be able to operate within its available facilities during the forecast period covering 12 months from the date of signing this report.

Accordingly, the Directors have adopted the going concern basis in preparing the Company’s financial statements.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the 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 company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion the financial statements of Cox Automotive Retail Solutions Limited (the ‘company’):

• give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and

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

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the balance sheet;

• the statement of changes in equity; and

• the related notes 1 to 20.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (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 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.

As explained more fully in the directors’ responsibilities statement, 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 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 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.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

We considered the nature of the company’s industry and its control environment, and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the directors about their own identification and assessment of the risks of irregularities, including those that are specific to the company’s business sector.

We obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation; and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team including relevant internal specialists such as tax regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

• reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

• enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and

• reading minutes of meetings of those charged with governance.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the 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 company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion:

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

• the 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.

We have nothing to report in respect of these matters.

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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. There have been no items of other comprehensive income in the year and therefore no separate statement of comprehensive income is presented.

The notes on pages 12 to 24 form part of these financial statements.

Cox Automotive Retail Solutions Limited is a private company limited by shares registered in England and Wales and incorporated in the United Kingdom under Companies Act 2006. The registered office is Central House, Leeds Road, Rothwell, Leeds, West Yorkshire, United Kingdom, LS26 0JE.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Manheim Global Management UK Limited. These consolidated financial statements are available from UK Companies House.

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). During the year the Company generated profits of £4.9m (2023: £2.3m). At 31 December 2024 the Company is in a net current assets position at the year-end of £71.0m (2023: £66.1m). No cash has been pooled via intercompany, consistent with prior year.true

MGMUK operates a centralised treasury function and cash pooling for all UK based entities, which the Company is included within. MGMUK maintains a £10.0m overdraft facility with Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK reports net cash of £26.5m and undrawn facilities of £10.0m.

The Company shares common Directors with MGMUK. When considering the going concern assumption the Directors also considered the cash available to the Company, including the MGMUK cash pooling arrangement of which this company is part of.

The Directors have prepared cash flow forecasts for the MGMUK group with the following considerations:

• •    the working capital structure and liquidity of the Group and the ability of the Group to continue to service its creditors as they fall due;

• •    the cash and committed funding facilities in place;

• •    the principal risks facing the Group and its systems of risk mitigation and control;

• •    External factors influencing overall performance such as inflation; and

• •    the Board approved cash flow forecasts prepared for a period to 31 July 2026.

• •    The Directors modelled downside scenarios to consider potential impact on the Group's forecast results and cash flows. Assumptions in the scenarios are reductions in Group EBITDA excluding FX and restructuring, which could result from falls in revenue or increases in costs, driven by market conditions. The Directors also conducted stress testing of the Group's forecasts and, considering reasonable downside sensitivities, the Directors are satisfied that the Group is expected to operate within its available cash resources. After modelling a 50% reduction in Group EBITDA excluding FX and restructuring across all operations, sufficient facility headroom remained in the model across all months.

These forecasts demonstrate that MGMUK has sufficient liquidity and will be able to operate within its available facilities during the forecast period covering 12 months from the date of signing this report.

Accordingly, the Directors have adopted the going concern basis in preparing the Company’s financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for the rendering of services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Amortisation 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:

Tangible fixed assets are initially 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 credited or charged to profit or loss.

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 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 company holds a long-term interest and where the company has significant influence. The company 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 company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and 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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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 profit and loss account, 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 company 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.

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 company 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.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

In the application of the 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The Company has considered areas of judgement and key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial statements.

Management consider there to be no areas of critical judgements or key sources of estimation uncertainty to the business.

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

Their aggregate remuneration comprised:

During the year, the directors identified a presentation restatement in relation to the number of employees. An inaccuracy was noted in the number of employees presented in the note resulting in an overstatement of the number of employees. Accordingly, this has been restated. There is no impact on the balance sheet or statement of changes in equity as the error was restricted to the disclosure note.

None of the directors received any remuneration from the Company in relation to their services to the Company in the current year or the prior year. The remuneration of two of the directors is borne by Manheim Limited and the remuneration of one of the directors is borne by Cox Automotive, Inc. It is not practicable to ascertain the proportion of the directors’ emoluments that specifically relate to this Company.

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The Company has no unprovided deferred tax (2023: £nil).

Factors affecting tax charge in future yearsThe standard rate of UK Corporation Tax applied to reported profit is 25% (2023: 23.5% blended rate), being the rate substantively enacted in Finance Act 2020 on 24 May 2021 with effect from 1 April 2023. All deferred tax balances as at 31 December 2024 have been calculated at 25% (2023: 25%).

Due to the short-term nature of the financial assets included in this note they are held at undiscounted cost, repayable on demand and are unsecured. The financial assets include trade debtors, amounts owed by parent undertaking and amounts owed by group undertakings. Interest is charged on amounts owed by group undertakings at a rate of SONIA + 2.5%.

The group undertakings are those that are controlled by Manheim Global Management UK Limited. Manheim Global Management UK Limited owns 100% of the ordinary share capital of Manheim Holdings Limited which in turn owns 100% of the ordinary share capital of Cox Automotive UK Limited, the immediate parent company.

Due to the short-term nature of the financial liabilities included in this note they are held at undiscounted cost, are repayable on demand and are unsecured. The financial liabilities include trade creditors and amounts owed to group undertakings.

The following are the deferred tax assets recognised by the company and movements thereon:

The deferred tax asset set out above is expected to reverse in more than 12 months and relates to the utilisation of tax losses against future expected profits and accelerated capital allowances.

During the year, the directors identified a presentation restatement in relation to the deferred tax. An inaccuracy was noted in the deferred tax asset allocation presented in the note resulting in an understatement of accelerated capital allowances and overstatement of other timing differences. Accordingly, this has been restated. There is no impact on the balance sheet or statement of changes in equity as the error was restricted to the disclosure note.

Rights attributable to each class of share

• A ordinary shareholders and B ordinary shareholders receive 30% of any dividend declared by the directors, as if they were shareholders of the same class. On a return of assets on winding up, 30% of the amount available for distribution will be paid to the holders of the A ordinary shares and B ordinary shares as if they were shares of the same class. Shareholders of A ordinary shares and B ordinary shares are deemed to hold no more than 30% of the votes of all shareholders present in person or by proxy on a show of hands or in a poll.

• C ordinary shareholders receive 70% of any dividend declared by the directors. On a return of assets on winding up, 70% of the amount available for distribution will be paid to the holders of the C ordinary shares. Shareholders of C ordinary shares are deemed to hold no more than 70% of the votes of all shareholders present in person or by proxy on a show of hands or in a poll.

The Company’s reserves are as follows:

The profit and loss reserve represent cumulative profits or losses.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

On 10 April 2025, the Group announced the closure of Modix GmbH from the end of June 2025.

The Group is still assessing the impact of the closure on the Company operations, but it is anticipated that any impact on the Company will be immaterial. Management anticipates select employees to be retained via transfer of employment to the Company from Modix GmbH.

The Company’s ultimate parent company and ultimate controlling party is Cox Enterprises, Inc. The registered office of Cox Enterprises, Inc. is at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America. The parent undertaking of the largest Company, which includes the Company and for which group financial statements are prepared is Cox Enterprises, Inc. The financial statements of Cox Enterprises, Inc. are not publicly available.

The immediate parent company is Cox Automotive UK Limited. The registered office of Cox Automotive UK Limited is Central House, Leeds Road, Rothwell, Leeds, LS26 0JE. The parent undertaking of the smallest Company, which includes the Company and for which group financial statements are prepared, is Manheim Global Management UK Limited. Copies of the financial statements of Manheim Global Management UK Limited can be obtained from Companies House, Crown Way, Cardiff CF14 3UZ, United Kingdom.