The Directors present the Strategic report for Manheim Global Management UK Limited and its subsidiaries ('the Group') for the year ended 31 December 2024.

The Group, headquartered in the UK, is home to the European division of Cox Automotive Incorporated (‘CAI’), which is an automotive sub-division of Cox Enterprises Incorporated, a US based private family business, with a trading history of over 120 years. The Group is home to market leading brands in UK and Europe including Manheim, Movex, eVA, Modix, Codeweavers, Fleetmaster and Dealer Auction. The Manheim brand has over 100 years operating in the UK.

The Group operates as a market leading automotive services provider, which includes operating physical, digital and white label wholesale marketplaces, vehicle solutions for new vehicle, in-life, mobility and de-fleet programmes, digital retail and marketing solutions and vehicle mobility platforms.

The Group has a broad, deep, and complete understanding of the new and used vehicle ecosystem. It is driving the digital and physical transformation of de-fleet, remarketing and retail operations for its manufacturer, fleet and dealer customers throughout the UK and Europe.

The Group vision is to transform the way the world buys, sells, owns and uses vehicles. This is achieved through making traditional channels and methods for de-fleeting and remarketing vehicles ever more efficient and profitable, while simultaneously developing aligned technologies and solutions that maximises customer value. For more on the Group strategy, refer to the S172 statement below.

The Group is organised by two main segments and solution categories within each:

• Wholesale

• Retail

The Wholesale segment of the Group, which is as follows: Remarketing Solutions, including Manheim Auction Services, Car Buying, Manheim Express, Dealer Auction and Manheim Vehicle Solutions. This includes one of the largest multi-channel wholesale vehicle marketplaces in the UK and marketplaces in Portugal, Spain and Germany. Physical and digital auction services are complemented by a broad range of products and services that support vendor defleet and disposal programmes giving buyers confidence, convenience and value. Dealer Auction, borne out of a joint venture with Autotrader Plc, is a wholesale digital only marketplace creating choice, insight and better margins for buyers and sellers in the UK. Manheim Express is a digital wholesale platform available across Europe. The Group's Car Buying operations provide a remarketing platform for consumers to easily dispose of their vehicle for receipt of instant funds, and is a source of auction vehicles volume.

Vehicle Solutions includes the Manheim Vehicle Services, Manheim Inspection Services and Movex businesses. Vehicle Solutions solves the complex challenges surrounding vehicle processing and transferring. This includes vehicle storage, refurbishment, inspection and transportation, that arise as a result of Wholesale remarketing activity.

The Retail segment of the Group is as follows; Retail Solutions provides e-commerce solutions for vehicle retailers and includes Codeweavers, providing web tool solutions for manufacturers, retailers and lenders to help buy vehicles more easily and sell more cars more efficiently. Modix, offering manufacturers and retailers powerful innovative online tools that captivate consumers, generate sales and secure long-term commercial growth across the UK and Europe. eVA Valuations and Appraisals offers a collection of market-leading valuation, appraisal and car-buying solutions. Fleetmaster, delivers fleet asset management tools across Europe. Finally, RMS Automotive is a fleet management software platform for large fleet operators.

The Group continues to explore new ways to diversify, and during the year continued to invest into its new battery servicing offering, EV Battery Solutions, developing a large dedicated site at its location in the Midlands, one of the first in the UK. Investments continue to be made into core internal platform software, and into the product portfolio, to remain competitive and market leading. The Group continues to explore new opportunities to expand its digital footprint and win new business.

Market context

The UK new car market saw a second consecutive year of growth, however the growth was not without challenges in the industry, as mandated electric vehicle sales continue to require Original Equipment Manufacturers ('OEM's) to create demand for electric vehicles, but the demand for such vehicles remains constrained.

Challenges persist for the used car auction space from the threat of the agency model, whereby dealers become agents, holding cars for the manufacturer until sale, as opposed to being a reseller, albeit their long-term success remains uncertain. Digital retailing and online marketplaces also continued to offer alternative methods to sale of vehicles, impacting auction volumes. Whilst production levels returned during the year, the reduced levels of production during post Covid years continues to be reflected in the supply of used vehicles in the market.

Fleet vehicles drove the growth primarily, and private sales fell. The Society of Motor Manufacturers and Traders (‘SMMT’) reported 2.0m of new car registrations in 2024, up 2.6% on 2023, which had seen growth of 17.9%, which is now approaching pre-covid levels. The mix of new vehicles shifted towards EV and away from combustion vehicles.

Used car transactions grew by 5.5% year over year (2023: 5.1% growth) to 7.6m transactions (2023: 7.2m) (Source: SMMT). The Auto Trader Retail Price Index reported year-to-date used car values dropping 4.1% year-on-year in December 2024, having been at a peak YoY drop of 10% in June 2024 (Source: Autotrader Plc). Increased used car activity and vehicle production drove up volumes in used vehicle auctions.

The impact of new fleet registrations was an increase in de-fleet activity as fleet operators sought to refresh their vehicles. The volumes of vehicles sent for defleet and remarketing increased as a result.

Following the persistent heightened inflation observed in 2023, the UK economy observed a downward trend of inflationary pressures during 2024, however the impact continued to be felt across operational costs relevant to the Group, in particular labour costs.

Group performance overview

The Group observed increases to overall turnover of £14.8m (4.2%) during the year to £368.3m (2023: £353.5m). Underlying reasons are explained further below.

Cost of sales fell £3.8m (1.7%) to £219.8m (2023: £223.6m). Ultimately the mix of turnover changed year on year. This is discussed in further detail below.

Gross profit margin increased 360 bps to 40.3% (2023: 36.7%), representing the improvement in margin overall.

Gross profit was £148.5m (2023: £129.9m), representing an increase of £18.6m (14.3%), again broadly driven by the change in mix.

Distribution costs increased year-on-year to £36.6m (2023: £31.3m). Administrative expenses increased by £4.9m (3.1%) to £160.4m (2023: £155.5m).

Losses before tax reduced £6.1m (11.1%) to £48.7m (2023: £54.8m). Losses before tax are generally not considered a key indicator of performance, due to the extent of non-cash items impacting this metric.

Earnings before interest, tax, depreciation and amortisation ('EBITDA') excluding foreign currency impacts ('FX') and one-off restructuring, or exceptional activity ('restructuring'), is considered a more accurate barometer for performance, and is a key alternative performance measure. A reconciliation is presented on page 4. EBITDA excluding FX and restructuring was £2.2m (2023: loss £10.6m), representing improvement of £12.7m (120.4%). This is discussed in further detail below.

Goodwill fell to £119.3m (2023: £142.6m) as a result of continued amortisation with no additional impairments noted.

Key financial performance indicators of the Group that are statutory measurements are turnover, creditors due within one year and employee numbers. These are discussed in the Group performance review section above. Group trade creditors, debtors and cash balances are deemed less helpful due to the significant impact of the timing of year-end auctions on these balances, which can result in large variances year-on-year.

The Group considers the alterative performance measurement Group EBITDA excluding FX and restructuring as a helpful indicator of underlying performance. This represents Group Earnings before interest, depreciation and amortisation and foreign currency exchange and restructuring. Foreign exchange impact has historically been driven by movements in the FX rate and the effect on long-term parent company borrowing, but as this is intercompany in nature, the movement is considered distortive as a performance indicator. Restructuring costs are typically considered one-off in nature and non-recurring and again not representative of underlying performance.

EBITDA excluding FX and restructuring losses improved c. £12.7m year-on-year due to a variety of reasons across the portfolio as explained above, and is a hugely positive indicator of an improving performance as the mix of revenue across the Group shifted and a focus on margin improvement picked up momentum, whilst also allowing for a good level of ongoing investment into new activities such as battery solutions.

During the year, a £0.2m negative (2023: positive £8.5m) currency translation income was incurred. Prior year fluctuation related mainly to the movement in USD-GBP exchange rate, impacting the valuation of the USD long-term loan from CAGI, denominated in USD. The loan was capitalised into equity during 2023 however, removing this impact. The currency impact is excluded from alternative performance measure due to its potentially distortive nature.

Amortisation of £43.4m (2023: £44.6m) was incurred during the year. The charge was consistent year-on-year and no further impairments were recognised during the year.

Risk assessment and management is integral to the Group’s operations and governance. Risks to the Group, the assessed impact of each and management responses are constantly evolving, as both the business changes, along with the external environment.

Group management has a proactive approach in identification, assessment, and response to all existing, emerging, and potential risks and uncertainties across operations. The perceived highest risks are given the most focus. Mitigating actions are identified and deployed to reduce the likelihood and impact of risks where possible. The International senior leadership team is responsible for risks identified and the process of overall risk management and its effectiveness. Management acknowledges a certain level of risk appetite is required to remain competitive and execute long term strategy.

The Group principal financial and non-financial risks and uncertainties, and our mitigating actions, are presented below.

The Group strategy is to deliver value to its parent company and stakeholder Cox Automotive Inc, through growing the business in the UK and European automotive industries, winning market share via sustainable organic growth, strategic partnerships, and evolving product offerings. The long-term strategic plan recognises the importance of customers, suppliers, collaborators, employees, investors and the communities and environments the Group operates in. Strategy is influenced by of the shareholder, Cox Enterprises, Inc. (‘CEI’) a private family business with a rich heritage of supporting employees, their families and communities, and one that proudly continues this tradition today.

The Board of Directors provide leadership and create frameworks to guide the business in achieving its strategic priorities, with delegation of engagement with stakeholders to operational teams and committees. During the year, the Directors complied with their duty to promote the success of the Group for the benefit of its stakeholders with specific reference to section 172 of the Companies Act 2006, as explained below.

Engagement with customers, suppliers and collaborators is achieved through operational teams, who are regularly in contact with each stakeholder group. Topics discussed cover operational matters, customer needs, engagement, performance and general concerns or feedback.

The physical capabilities, experience and maturity of the business enables offering the highest level of service to a diverse range of customers. Digital product development and technological investment creates opportunities to enhance customer experiences and exceed expectations through evolving product offerings. Understanding customer needs and delivering will always be a key strategic priority. Management listens, responds, and collaborates with customers across all operations to provide the optimal product experience.

Customer engagement is achieved through regular communication, forums, attendance at network events, webinars, insight magazine AutoFocus, social media marketing, hosting conferences, attendance at customer forums and meetings. Engagement is assessed through different data points and industry benchmarks including volumes, year-on-year growth, retention and customer satisfaction surveys.

Recognising the importance of supplier stakeholders and maintaining world-class engagement is central to success. Achieving consistently high standards throughout the supply chain is considered essential. The Group is committed to obtaining and retaining competitive goods and services, ensuring sources align with regards to human rights, safety, communities, and the environment, particularly when exploring new markets and segments.

The Group aims for strong relationships based on mutual trust, honesty and understanding, integrity and shared ethical values. Supplier and collaborator engagement is achieved through regular contact points, attendance at trade events, application of thorough, fair, and efficient tender processes, audits, site visits and feedback sessions, sponsorship of events, payment reporting, application of the Ethical Procurement policy and data monitoring and analysis.

The Group strives to validate its integrity via certifications and membership to certified bodies, which ultimately support its values. The Group holds the Quality Management ISO9001 accreditation.

The Group regularly engages employees and continually informs on matters affecting them through formal and informal meetings and town halls, newsletters, publications and intranet communication. Colleague forum meetings are held monthly and representatives are consulted on a wide range of matters affecting their current and future interests.

The Group aims to attract, retain and develop highly skilled employees with both experience and potential to secure the future growth and development of the business, through the following approach:

Nurturing talent and development through performance cycles, encouraging regular conversations on progress towards set goals. Learning and development is made available to employees at all levels and encouraged as important to career development and progression. Personal development plans are regularly assessed and fulfilled. Apprenticeship and leadership programs are an important part of developing employees. Regular ‘Lunch and learn’ events help raise awareness, educate and enlighten employees on various subjects. 'Leaders unplugged' sessions help our leadership team to connect with the workforce and talk through their own career journeys.

The Group embeds inclusion in the workforce, recognising that the teams are diverse, and supports diversity across ethnicity, gender, age, neurodivesity and disability and LGBTQ+. These guiding principles are central to People strategy. The Group aspires to be an employer of choice for women and supports women in leadership roles, as typified by the Cox 'Women With Drive' awards. The Group believes a powerful culture strengthens competitive advantage and strives to be an industry leader. Team members are encouraged to be respectful, enlightened and open-minded at all levels of the Group.

Guiding principles include promoting diversity in the workforce, through providing opportunity and equality to all team members. This year saw ‘Inclusion week’ educate team members on being more inclusive, celebrating diversity and inspiring the Group to embrace equity. Networking across departments is encouraged, for example via 'Cox Cultural Feasts' days this year which celebrated the different backgrounds and cultures across our teams.

Employees are engaged through internal feedback surveys and leadership acts upon the results. Praise for achievements is encouraged across teams. Regular ‘Hidden Heroes’ intranet news feature praises “unsung heroes” around the Group. An annual awards ceremony, ‘The Autos’, celebrates the best team and individual achievements. Employee flexible and hybrid working structures are provided to promote health & wellness. Financial and well-being support is made available, such as ‘Lifespeak’, a dedicated site providing employees access to a high volume of well-being resources, and Men’s Health Time to Talk road shows. This year also saw 'Know your Numbers' introduced to all employees, to check their vital health statistics and support any lifestyle changes identified.

Remuneration of employees remains central to People strategy, and the approach to rewards and benefits remains forward-thinking and market leading. Annual benefits roadshows, financial support workshops, pensions information and pulse surveys are utilised. The Group strives for fair remuneration levels across all levels.

The Group is a member of the British Safety Council and strives to always put safety of its employees first. The Group offers free seasonal flu vaccines to all employees.

CEI is the primary investor into the Group. Finance facilities are also provided by the institutional investor, Barclays Bank Plc. The Group is acknowledged as a valued and significant contributor to the CEI strategy and model. CEI are a long-term investor with whom an integrated, transparent, open and honest relationship ensures continued access to capital, providing opportunity for long-term investment.

Investors require balanced and fair presentation of performance data and progress against plan. They require high standards of governance, measured utilisation of investment funds, a return against their investment, and confidence in the progress of the business both with regards to profitability and sustainability.

Engagement is achieved through regular, candid, truthful communications of performance, achieved through a structured calendar of presentation of results and updates to leadership. Regular update meetings are held with CEI and Barclays. Meetings are conducted in collaboration with senior management and the board. Meetings related to governance internally are attended by the Board and relevant internal stakeholders.

CEI conducts audits of its global operations either directly or through local representation, and this provides further engagement with the US-based stakeholders on practices and processes.

Approved 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 Group are remarketing services for vehicles, vehicle refurbishment services, business-to-business vehicle auction platform software, vehicle logistics marketplace services, automotive retail software solutions and digital auction software solutions. The principal activity of the Company is to act as a holding company to the Group.

The results for the year are set out on page 27.

The Group did not declare any interim dividend (2023: £nil) and no final dividend (2023: £nil). The directors do not recommend payment of a further dividend.

During the year, Dealer Auction Limited paid an interim dividend of £8m (£80.97 per share) (2023: £6m (£60.73 per share)) of which £3.9m (2023: £2.9m) was paid to the other 49% shareholder.

On 6 March 2025, Dealer Auction Limited declared an interim dividend for the year to 31 December 2025 of £9m (£91.09 per share).

During the year, the Company raised £30.0m in capital injections, via issuance of two shares. Further details are in note 23 to the financial statements.

Except as noted, the Directors who held office during the year and up to the date of signature of the financial statements were as follows:

The Group 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.

The Group treasury function designed and implemented procedures designed to reduce or eliminate financial risk. The policies are approved by the Board and the use of financial instruments is strictly controlled.

The principal financial instruments within the Group comprise borrowings, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The Group does not use forward foreign currency contracts or interest rate swaps to manage the currency and interest rate risks respectively arising from the Group’s operations.

The Group has access to a £10.0m overdraft facility provided by Barclays Bank Plc, which is repayable on demand.

At 31 December 2024 the facility was not utilised, and the Group is operating with a significant cash surplus.

The Group operates a cash-pooling facility across its subsidiaries which provides access to required levels of cash in an efficient manner.

The Group has minimal exposure to interest rates as its external borrowing is limited to the £10.0m overdraft with Barclays, until its renewal date, at which point it may be revised in line with market interest rates. As the facility is not typically utilised, the associated interest rate risk is minimal.

The Group has operations overseas where it operates in European currency, and is exposed to a low level of exchange rate risk due to the GBP-EUR exchange rate as a result. The Group maintains foreign currency accounts to aid European currency cash flow requirements. The Group holds some level of US dollar surplus funds due to occasional transactions to and from its parent in the US. Exchange rate risks are deemed low.

The Group’s credit risk is primarily attributable to its trade debtors and the probability of customer default. The amounts presented at the balance sheet date are net of allowances for doubtful debtors, which historically has remained at low levels and has seen no deterioration during the year. The Group has no significant concentration of debt, with exposure spread over many customers.

The Group’s principal liquid assets are bank balances and cash, trade debtors and amounts due from group and joint venture undertakings. Credit risk on liquid funds is minimal as the counterparties are banks with high credit ratings assigned by international credit agencies and considered secure, and interGroup balances are deemed recoverable given the financial position of Cox Enterprises Inc. Overdraft facilities are generally not utilised and therefore associated interest rate risk is deemed low.

During the year, the Group has capitalised developers time in the Codeweavers Limited software business. The development work related to various projects to improve the underlying core solution provided by Codeweavers and develop new products to bring to the market.

One of the Group's main development projects was for the Digital Wholesale Transformation Programme. The goal of the project is to remove technical debt over a number of legacy platforms and replace these platforms with modernised technology and systems. This will future proof the business for expansion, connectivity and maintain a competitive advantage.

The Group continues to develop and improve it's underlying software's to retain and improve it's market position. Development time was spent on improving the following systems:

• CAMS - Utilised by our Vehicle Services business. The system manages the vehicle onboarding process and matching of the invoice to the works order.

• Auction Inventory Management System (AIMS) - Utilised by our Auctions business to enhance usability and security.

• eVA (Electronic Valuations and Appraisals) software - The software is utilised for producing instant valuations of used vehicles, based on unique data sources available to the Group.

All development costs met the criteria for capitalisation per Group policy and are additions to intangible assets.

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 group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Details on employee engagement are provided within the S172 statement on page 8.

During April 2025 the Directors announced their intentions to close Money4YourMotors Limited and WeWantAntCar Limited following a period of difficult trading, following unsuccessful changes to the operating model and no alternative to closure being identified. The Group intends to liquidate its assets and settle its liabilities in preparation for an eventual wind-down. There is considered to be an onerous building lease which has been recognised in the the financial statements at 31 December 2024. There is deemed no other impact to the financial statements at 31 December 2024.

During April 2025 the Directors announced their intentions to close Modix Germany operations following a period of customer attrition and reducing market demand for its core product offering. Any retained customers will look to be transitioned to UK entities, and retained employees will transfer to a new employing entity. Management this decision for the right reasons and the change continues to support the Group future vision for Retail and its digital retail proposition. There is deemed to be no impact the financial statements at 31 December 2024.

During Q1 of 2025, the Group has sought to expand its European footprint in preparation for an expansion of European reach. Linked to this, two new legal entities have been created after the year-end as follows:

• Cox Automotive Europe Limited

• Cox Automotive Germany GmbH

• Cox Automotive Netherlands B.V.

• Cox Automotive Austria GmbH

• Cox Automotive Italy Srl

On 26 June 2025, the Company issued one ordinary share of £0.10 nominal value for a total consideration of $20.0m (c. £14.7m) to its parent company. The amount received over the nominal value of the share was recorded as share premium.

On 1 July 2025, the Group acquired the final 50% of the shares in Manheim Directo SL from the minority shareholder for £2.0m, resulting in it becoming a 100% owned subsidiary.

The Directors anticipate reduced growth in the levels of new vehicle production during the coming year, however some level of growth is expected. Increased levels of new vehicles will drive new vehicle registrations and in turn increase the volumes of used vehicle transactions. It is anticipated that volumes will persist to be high within auctions and in particular Fleet volumes as companies now look to renew their fleets and dispose of older vehicles. In preparation for this the Directors continue strategically planning and investing into the Group employees, infrastructure and product development, to support the anticipated growth. The Group is well placed within the market and confident in its ability to gain further competitive advantage through developing its end-to-end vehicle life cycle service offering, generating greater synergies across the Group and improved profitability as a result. The Group will continue to assess the size of operations and make strategic decisions as appropriate to ensure maximum efficiencies are achieved and the future of the Group is secured.

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

The Group is required to report its greenhouse gas (‘GHG’) emissions under the Companies Act 2006 and Streamline Energy and Carbon (‘SECR’) regulations for large companies. The period 1 January to 31 December for both 2023 and 2024 is being reported on, consistent with the financial statements. The statement is prepared in line with the requirements of the SECR regulations and relevant areas of the GHG protocol corporate accounting and reporting standards.

The Directors consider the impact of climate change on the Group and its impact on the external environment and aim to minimise adverse impacts from its operations. The Directors consider indirect impacts of increased societal awareness of the effects of climate change, and direct impacts such as pending legislation to ban petrol and diesel vehicles from 2030, to the Group. Whilst the Directors anticipate a long-term shift away from the popularity of combustion engine vehicles towards alternative fuelled vehicles (‘AFV’s), it is unlikely to materially impact the number of vehicles in use and transacted in the short-term. However, expectations of an industry-wide trend towards AFV’s continues to factor into Group strategic planning. The Directors acknowledge AFVs will require solutions to industry wide challenges that impact the Group, such as vehicle transportation considerations due to heavier weight than combustion vehicles, charging demands at auctions sites from both stock and customer vehicles, infrastructure requirements due to changing vehicle dimensions, and battery life assessments and replacement. As the global motor vehicle industry moves towards a future in AFVs, the Group will continue to adapt and plan for changing market demands.

Cox Enterprises, Inc. ultimate parent to the Group, continues to innovate and drive its own environmental ambitions via its Cox Conserves sustainability program, which ultimately funds and supports the Group sustainability efforts. The Group aims to leverage Cox Conserves to gain momentum towards activities that support environmental conservation in the UK and inspire carbon reducing activities, such as identifying reduction opportunities throughout the Group supply chain.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 and 2023 UK Government’s Conversion Factors for Company Reporting.

Total GHG emissions (expressed as CO2 equivalents ‘CO2e’) are calculated and disclosed above. CO2e is categorised into three scopes as per the methodology of the GHG protocol. Our accounting policies are described below. The group totals above include just UK operations, reporting for EU GHG emissions is not currently completed and is an improvement to be made going forwards. We volunteer scope 3 emissions which are not currently mandatory.

Operational Scopes

Below discusses the types of scopes emissions and what is included within each scope of emissions. Information has been collected from around the business and third parties with each amount being translated into a weight in tonnes. Conversion factors provided by the UK government GHG conversion Factors for Company Reporting have then been applied to each specific resource to calculate the GHG emissions produced by the Group.

Scope 1

Scope 1 CO2e are those directly within control of the Group, being combustion of fuels, fluorinated gases (FGAS) and owned vehicles. Activity usage reports are obtained for each property within the Group and appropriate conversion factor applied to calculate scope 1 CO2e for combusted fuels and FGAS.

Owned vehicle emissions data is obtained from the Group fleet management consultants, who report details of all owned vehicle model CO2e per specific vehicle manufacturers. The Group provides them with monthly odometer readings from the Group car fleet to make the estimated emissions. It also includes CO2e from vehicle transporters, calculated from data on fuel consumption, mileage and vehicle tank size.

Scope 2

Scope 2 CO2e are associated with consumption of purchased electricity, heat, steam and cooling in the year from all properties owned and operated within the Group. Activity usage reports are obtained for each property and appropriate conversion factors applied to calculate the scope 2 CO2e from electricity usage.

Scope 3

Scope 3 CO2e are derived from data from the Group fleet management consultants and Group supply chain who monitor business travel, hotel stays and waste disposal. Our Group fleet management consultants report details of leased vehicle model CO2e per specific manufacturer. Monthly odometer readings from the Group car fleet generate an estimated level of CO2e. Also included are CO2e from employee-owned vehicles business mileage. Waste disposal information is provided by a third party supplier and tonnes of waste is converted into CO2e.

The carbon intensity ratio is based off the average number of employees as it is the most appropriate metric for the business to reflect the GHG emissions produced. It allows the GHG emissions to be quantified and understood and then targets set on how to improve upon the amount of GHG emissions we produce per average number of employees.

Group policies support conducting business that limits the Group carbon footprint wherever possible and strives for annual improvements, such as

• Assessment of our existing suppliers and making changes towards more environmentally conscious alternatives where possible, for example, only utilising water based paints in the Vehicle Services business.

• Continue to promote flexible working, limiting business travel in favour of virtual collaboration, reducing emissions from unnecessary commuter journeys.

• Encouragement of car pooling and public transport where it makes sense to travel, to reduce total emissions.

• Utilise recycling schemes at premises, including, zero waste going to landfill, all solvent based products are recycled, removal of all plastic from beverage offering at all sites and introducing used uniform recycling.

• Initiatives such as staff organised local litter clean-ups, contributing positively to local communities.

• 100% offset coverage against HGV fleet fuel consumption, achieving carbon neutrality. The Group recognises that emissions reduction is always first priority, with offsetting being utilised only for the emissions from fleet fuel consumption that have not been able to be reduced at the end of a reporting period.

• Initiating an EV charging infrastructure project at all Manheim operational sites, which expects to be completed by the end of 2025.

• Progressed capability on gathering data regarding the Group Scope 3 emissions.

Carbon Offsetting

As part of our commitment to help reduce carbon emissions, during the year we offset 2,897 tonnes (2023: 2,719 tonnes) of CO2 to neutralise our scope 1 emission produced by our HGV fleet fuel consumption. The cost for offsetting the Group’s HGV fuel was £28,142 (2023: £26,425).

An increase in scope 1 emissions is due to the inclusion of FGAS reported in 2024. The activity data was not collected in 2023 and as such this is a new emission causing an increase. This highlights the continued improvement in our reporting capabilities. The increase of CO2e relating to FGAS was 49,155 tonnes.

An decrease in scope 3 emissions is due to improved waste management and reduction in passenger travel in 2024.

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 auditor of the Company 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 auditor of the Company 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.

During the year the Group incurred a loss of £38.7m (2023: loss £51.1m). At 31 December 2024 the Group is in a net current asset position at the year-end of £25.6m (2023: net current assets £9.3m).

On 10 October 2024, the Company issued one ordinary share of £0.10 for consideration of £10.0m to its immediate parent Cox Automotive International SARL ('CAI'). On 12 December 2024, the Company issued one further ordinary share of £0.10 for consideration of £20.0m to its parent CAI. The amounts received above the nominal value of the share were recorded in the share premium account and resulted in a capital injection of £30.0m.

The Group operates a centralised treasury function and cash pooling for all UK based entities. The Group retains its £10.0m overdraft facility with Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK report net cash of £26.5m and undrawn facilities of £10.0m.

The Directors have prepared cash flow forecasts for the 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 from Barclays;

• 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 can 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 the Group has access to sufficient liquidity and will be able to operate within its available facilities during the forecast period to at least 31 July 2026.

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

For the year ended 31 December 2023 the following subsidiaries of the company were entitled to exemption from audit under s479A of the Companies Act 2006 relating to subsidiary companies.

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 Group and Company and of the profit or loss of the Group and 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• 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 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

In our opinion the financial statements of Manheim Global Management UK Limited (the ‘parent company’) and its subsidiaries (the ‘group’):

• 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 loss 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 group statement of comprehensive income;

• the group and parent company balance sheets;

• the group and parent company statements of changes in equity;

• the group cash flow statement; and

• the related notes 1 to

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 group and the parent 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 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.

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 group’s and 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 group or 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.

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 group’s industry and its control environment, and reviewed the group’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 group’s business sector.

We obtained an understanding of the legal and regulatory framework that the group 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 UK Companies Act, pensions legislation and tax legislation; and

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

We discussed among the audit engagement team and 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.

As a result of performing the above, we identified the greatest potential for fraud in the following area, and our procedures performed to address it are described below:

• Manheim Vehicle Services accrued income and revenue cut-off. Revenue relates predominantly to the provision of vehicle services. Whilst customers are invoiced upon completion of all job line items, revenue is recognised at different stages after each individual job line item is finished. Therefore there is a fraud risk as there is a risk that management overstate this figure to present a better performance in the profit and loss account and net asset position on the balance sheet. We tested the valuation of year-end accrued income by selecting a sample of accrued income held and recalcualting the expected accrued income at the balance sheet date. In addition, we sampled revenue recognised within December and January to ensure that the revenue was recognised in the correct period.

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 group and of the parent company and their 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 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.

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 profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £7,240,493 (2023 - £13,056,648 profit).

Manheim Global Management UK Limited (“the company”) is a private limited company limited by shares domiciled and incorporated in England and Wales under the Companies Act 2006. The registered office is Central House, Leeds Road, Rothwell, Leeds, West Yorkshire, United Kingdom, LS26 0JE.

The group consists of Manheim Global Management UK Limited and all of its subsidiaries.

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 and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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 prepared separate financial statements and has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

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

In the parent company financial statements, 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. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Manheim Global Management UK 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.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

During the year the Group incurred a loss of £38.7m (2023: loss £51.1m). At 31 December 2024 the Group is in a net current asset position at the year-end of £25.6m (2023: net current assets £9.3m).

On 10 October 2024, the Company issued one ordinary share of £0.10 for consideration of £10.0m to its immediate parent Cox Automotive International SARL ('CAI'). On 12 December 2024, the Company issued one further ordinary share of £0.10 for consideration of £20.0m to its parent CAI. The amounts received above the nominal value of the share were recorded in the share premium account and resulted in a capital injection of £30.0m.

The Group operates a centralised treasury function and cash pooling for all UK based entities. The Group retains its £10.0m overdraft facility with Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK report net cash of £26.5m and undrawn facilities of £10.0m.

The Directors have prepared cash flow forecasts for the 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 from Barclays;

• 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 can 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 the Group has access to sufficient liquidity and will be able to operate within its available facilities during the forecast period to at least 31 July 2026.

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 goods and 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.

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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

Revenue from commissions is recognised when the significant risk and rewards of the ownership of the goods generating the commission have been passed from the seller to the buyer and facilitation of this transfer has been completed.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

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.

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, presented within Administrative Expenses, 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 and subsequently measured at cost or valuation, 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 profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group 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 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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 group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

Financial assets and liabilities are offset and 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 group 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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

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 group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

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 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 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 if, and only if, there is 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 stock or fixed 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 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.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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 leased asset are consumed.

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.

Distributions to equity shareholders

Dividends and other distributions to the Group’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.

Joint ventures

In the group financial statements investments in joint ventures are accounted for using the equity method.  The consolidated profit and loss account includes the Group’s share of joint ventures’ profits less losses while the Group’s share of the net assets of the joint ventures is shown in the consolidated balance sheet.

Long-Term Incentive Plan

Certain employees of the Group participate in the Cox Enterprises, Inc. Long-Term Incentive Plan (“CEI LTIP”). This LTIP provides for payment of benefits in the form of cash generally five years after the date of award. 

In 2009, the UAP awards under the CEI LTIP were modified and a new, one-time award, the CEI Captured Value Award (“CEI CVA”), was created. The CEI CVA awards capture the appreciated value of UAP awards issued in 2004, 2005, 2006 or 2007 at the December 31, 2007 CEI stock price. Additionally, incremental growth in unit benefits under the CEI CVA are based on growth in CEI’s financial results, as measured through growth in operating profits and debt reduction.

The cost of awards made under the LTIP schemes is charged to administrative expenses over the applicable vesting periods. 

In the application of the group’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.

Management consider there to be no key sources of estimation uncertainty when producing financial statements for the Group.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Since 31 December 2018, the Group holds a 51% shareholding in Dealer Auction Limited (‘DAL’), with the remaining 49% held by a third party, Auto Trader Limited (‘ATL’). Under the terms of the Subscription and Shareholders’ Agreement relating to Intercede 3002 Limited (a previous name of DAL), the Group determined this was a joint venture investment at the point of the transaction, due to restrictions on the exercise of control by the Group at that point in time.

The directors view that conditions within the agreement, pursuant to the “deadlock” provision, enable the Group to exercise control from 1 January 2021 and on this basis the Group has consolidated DAL from this date. There is significant judgement in this accounting treatment. The key factors in this judgement are:

• Consideration of whether the Group could significantly influence operations, finances and strategic direction of DAL. Cox Automotive holds 2 board seats (of 4) on the DAL board of directors as well as holding regular meetings with the DAL leadership team, allowing them to significantly influence operations, finance and strategy of DAL. The Subscription and Shareholders’ Agreement contains a ‘deadlock’ provision, available to Cox Automotive UK Limited, two years after the initial signing of the agreement. In the event the DAL Board of Directors fails to reach an agreement on decisions of any significant matters and there is failure to secure Shareholder Approval, Cox Automotive UK Limited, the wholly owned Group subsidiary signed into the agreement, can enact the deadlock provision. This legally enforceable provision requires ATL to sell to Cox Automotive UK Limited its 49% shareholding in DAL.

• Consideration of whether DAL can operate autonomously from ATL. In the event of the deadlock provision enactment, the Group acknowledges the existence of some Auto Trader Limited system reliance within DAL, considered a barrier to separation. A separate Platform Licence Agreement, dated 1 November 2018, provides a 12-month availability of the relevant ATL systems relating to DAL operations, in the event of an exit. Cox Automotive management believe within the 12 months licence agreement they can separate the reliance on ATL to operate autonomously through development of their own systems or leveraging existing Cox Automotive systems.

• The directors believe any barriers would not realistically prevent the conditions of the deadlock provision to be fulfilled.

For software developments the Group has exercised judgement to determine the point from which it is appropriate to recognise an intangible asset for development costs incurred. In doing so, the Directors have considered whether the various recognition criteria required by FRS 102 section 18 have been met, in particular the reliable measurement of costs directly attributable to the development, the technical feasibility of the project and the availability of the necessary resources to complete the software development. For details please see note 13.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 1).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2023 - 1).

Two directors are remunerated by a related company within the Group, for their services. One director is not remunerated for their services to the Group, as their time spent on the Group is incidental.

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

The Company has an unprovided deferred tax of £12,662,000 (2023: £nil).

Factors affecting tax charge in future years

The 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%).

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

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

Registered office addresses (all UK unless otherwise indicated):

Details of joint ventures at 31 December 2024 are as follows:

There is no material difference between the balance sheet value of stocks and their replacement cost.

The Company holds no stock (2023: £nil).

Due to the short-term nature of the financial assets included in this note they are held at undiscounted cost, are repayable on demand and are unsecured.

Group undertakings are the subsidiaries consolidated into the Group.

Interest is charged on amounts owed by group undertakings at a rate of SONIA + 2.5%.    

Interest is not charged on amounts owed by joint venture undertaking.    

Restricted Cash at the 31 December 2024 relates to cash held on behalf of Jaguar Land Rover. The cash is part of the contract with Jaguar Land Rover to subsidise vehicle taxes prior to the vehicles being returned to Jaguar Land Rover. The cash is held in a separately designated bank account and is not available for use in the ordinary course of business.

Financial liabilities in this note include trade creditors and amounts owed to group undertakings.

Due to the short-term nature of the financial liabilities included in this note they are held at undiscounted cost, are unsecured and are repayable on demand. Interest is charged on amounts owed by joint venture undertakings at a rate of 4%.    

Group undertakings are those that are controlled by the Group.

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.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Deferred tax assets and liabilities are offset only where the Group has a legally enforceable right to do so and where the assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or another entity within the Group.

The Group has unprovided deferred tax assets of £44,060,000 (2023: £9,228,000).

The Company has unprovided deferred tax assets of £12,662,000 (2023: £1,656,000).

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Amounts payable to the pension scheme at year end are £553,994 (2023: £498,073).

The allotted and called-up share capital of the Company is £1,313 (2023: £1,313).

On 10 October 2024, the Company issued one ordinary share of £0.10 for consideration of £10.0m. The amount received above the nominal value of the share was recorded in the share premium account.

On 12 December 2024, the Company issued one ordinary share of £0.10 for consideration of £20.0m. The amount received above the nominal value of the share was recorded in the share premium account.

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.

The Company’s reserves are as follows:

The share premium account records the amount received above the nominal value for shares issued.

The capital reserve was created following the acquisition of Manheim Holdings Limited and as it meets the requirements for group reconstruction relief this has been applied. The reserve records the excess value of the Company’s investment in Manheim Holdings Limited above the original cost of the investment held by Manheim Global Management LP.

The non-distributable reserves include the consideration from the disposal of subsidiary undertakings, that was satisfied by the issue of shares in a joint venture undertaking, also included in this balance.

The profit and loss reserve represents cumulative profits or losses, net of dividends. It also includes a capital contribution into a subsidiary company.

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

During April 2025 the Directors announced their intentions to close Money4YourMotors Limited and WeWantAntCar Limited following a period of difficult trading, following unsuccessful changes to the operating model and no alternative to closure being identified. The Group intends to liquidate its assets and settle its liabilities in preparation for an eventual wind-down. There is considered to be an onerous building lease which has been recognised in the the financial statements at 31 December 2024. There is deemed no other impact to the financial statements at 31 December 2024.

During April 2025 the Directors announced their intentions to close Modix Germany operations following a period of customer attrition and reducing market demand for its core product offering. Any retained customers will look to be transitioned to UK entities, and retained employees will transfer to a new employing entity. Management this decision for the right reasons and the change continues to support the Group future vision for Retail and its digital retail proposition. There is deemed to be no impact the financial statements at 31 December 2024.

During Q1 of 2025, the Group has sought to expand its European footprint in preparation for an expansion of European reach. Linked to this, two new legal entities have been created after the year-end as follows:

• Cox Automotive Europe Limited

• Cox Automotive Germany GmbH

• Cox Automotive Netherlands B.V.

• Cox Automotive Austria GmbH

• Cox Automotive Italy Srl

On 26 June 2025, the Company issued one ordinary share of £0.10 nominal value for a total consideration of $20.0m (c. £14.7m) to its parent company. The amount received over the nominal value of the share was recorded as share premium.

On 1 July 2025, the Group acquired the final 50% of the shares in Manheim Directo SL from the minority shareholder for £2.0m, resulting in it becoming a 100% owned subsidiary.

The remuneration of key management personnel is as follows.

All directors and senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel.

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

During the year, Manheim Limited recharged costs to Manheim, Inc., a company incorporated in the United States of America for the value stated above. During the year, Manheim, Inc. recharged costs to Manheim Limited for the value stated above. The ultimate parent company of Manheim, Inc. is Cox Enterprises, Inc.

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The immediate parent company is Cox Automotive International SARL, a Group incorporated in Luxembourg. The registered office of Cox Automotive International SARL is 6C rue Gabriel Lippmann, L-5365 Munsbach, Grand-Duchy, Luxembourg. The financial statements of Cox Automotive International SARL are not publicly available.

The Group’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 group, 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 voting securities of Cox Enterprises, Inc. are held by the Cox Family Voting Trust. The parent undertaking of the smallest group, which includes the Company and for which group financial statements are prepared is Cox Automotive, Inc. The financial statements of Cox Automotive, Inc. are not publicly available.