Company Registration No. SC549543 (Scotland)
UNITED AUCTIONS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
UNITED AUCTIONS GROUP LIMITED
COMPANY INFORMATION
Directors
C S Sharp
J A Roberts
D W Young
P Wood
(Appointed 1 May 2025)
D Brown
(Appointed 1 May 2025)
R Henderson
(Appointed 1 May 2025)
Company number
SC549543
Registered office
Stirling Agricultural Centre
Stirling
United Kingdom
FK9 4RN
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
Solicitors
Burness Paull LLP
50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
UNITED AUCTIONS GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 30
UNITED AUCTIONS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The Directors present the strategic report and financial statements for the year ended 31 December 2025.

Fair review of the business

The Company has again recorded a strong trading period, underpinning its position as Scotland’s leading livestock auctioneer.

Organic growth and sustainable values, have allowed the Company to continue to increase its market share.

On the 2nd April 2025 United Auctions transitioned to an Employee-Ownership Trust (EOT) structure, which allowed the Company to create long-term stability and a strong financial footing for the years ahead

The EOT continues to reinforce the connections between staff and customers and our position in the agricultural community,

The Group acknowledges the changes and uncertainties within the political environment and will continue to monitor the effect on Scottish agriculture and the farming industry.

Principal risks and uncertainties

Bad debt and disease outbreak are the principal risks affecting the business. A strict credit policy, credit insurance and improved traceability and bio-security measures help mitigate these risks.

Future outlook

The Board remains positive about the period ahead and will continue to explore new opportunities. Development of staff and a continued approach of delivering added value for our customers will enable the Group to strengthen market position.

Key performance indicators

The Group considers the key performance indicators of the business to be profit before tax, and EBITDA. Profit before tax was £5.3m (2024: £4.2m) and EBITDA for the year was £7.2m (2024: £5.4m).

On behalf of the board

C S Sharp
Director
24 September 2026
UNITED AUCTIONS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the group during the year was livestock auctioning.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £13,043,283 (2024: £240,000). The directors do not recommend payment of a further dividend.

Directors

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

C S Sharp
G W Purves
(Resigned 1 May 2025)
J A Roberts
D W Young
P Wood
(Appointed 1 May 2025)
D Brown
(Appointed 1 May 2025)
R Henderson
(Appointed 1 May 2025)
Auditor

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

Statement of disclosure to auditor

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.

Strategic report

The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.

On behalf of the board
C S Sharp
Director
24 September 2026
UNITED AUCTIONS GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

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). 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 for that period. In preparing these financial statements, the directors are required to:

 

 

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

UNITED AUCTIONS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UNITED AUCTIONS GROUP LIMITED
- 4 -
Opinion

We have audited the financial statements of United Auctions Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. 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).

In our opinion the financial statements:

 

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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.

UNITED AUCTIONS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNITED AUCTIONS GROUP LIMITED
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

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

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

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

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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.

Auditor responsibilities for the audit of the financial statements

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 Financial Reporting Council’s website at: http://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 assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

UNITED AUCTIONS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNITED AUCTIONS GROUP LIMITED
- 6 -

Extent to which an audit was considered capable of detecting irregularities, including fraud (continued)

 

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and the sector in which it operates, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

 

 

We gained an understanding of how the group and parent company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through our review of submitted returns and board meeting minutes.

 

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

 

 

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

 

 

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

UNITED AUCTIONS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UNITED AUCTIONS GROUP LIMITED
- 7 -

Use of our report

This report is made solely to the group and parent 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 group and parent 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 group and parent company and the group and parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

William King (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
24 September 2026
Statutory Auditor
7-11 Melville Street
Edinburgh
EH3 7PE
UNITED AUCTIONS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
32,896,824
27,474,617
Cost of sales
(25,579,424)
(22,044,830)
Gross profit
7,317,400
5,429,787
Administrative expenses
(1,009,326)
(854,621)
Other operating income
2,637
2,637
Operating profit
4
6,310,711
4,577,803
Interest payable and similar expenses
8
(1,058,901)
(684,281)
Changes in fair value of investment property
9
-
308,057
Profit before taxation
5,251,810
4,201,579
Taxation
10
(992,548)
(1,186,964)
Profit for the financial year
4,259,262
3,014,615
Other comprehensive income
-
-
Total comprehensive income for the year
4,259,262
3,014,615
Total comprehensive income for the year is all attributable to the owners of the parent company.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

UNITED AUCTIONS GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
420,016
840,040
Tangible assets
13
5,614,524
6,001,286
Investment properties
14
3,086,640
3,100,000
9,121,180
9,941,326
Current assets
Debtors
17
25,021,771
18,977,991
Cash at bank and in hand
107
107
25,021,878
18,978,098
Creditors: amounts falling due within one year
18
(16,487,641)
(13,108,579)
Net current assets
8,534,237
5,869,519
Total assets less current liabilities
17,655,417
15,810,845
Creditors: amounts falling due after more than one year
19
(12,422,563)
(1,729,876)
Provisions for liabilities
Deferred tax liability
21
576,990
641,084
(576,990)
(641,084)
Net assets
4,655,864
13,439,885
Capital and reserves
Called up share capital
24
78,516
78,516
Share premium account
858,668
858,668
Profit and loss reserves
3,718,680
12,502,701
Total equity
4,655,864
13,439,885
The financial statements were approved by the board of directors and authorised for issue on 24 September 2026 and are signed on its behalf by:
24 September 2026
C S Sharp
Director
UNITED AUCTIONS GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
15
16,472,891
16,472,891
Current assets
-
-
Creditors: amounts falling due within one year
18
(13,261,369)
(13,833,513)
Net current liabilities
(13,261,369)
(13,833,513)
Total assets less current liabilities
3,211,522
2,639,378
Creditors: amounts falling due after more than one year
19
-
0
(1,702,194)
Net assets
3,211,522
937,184
Capital and reserves
Called up share capital
24
78,516
78,516
Share premium account
858,668
858,668
Profit and loss reserves
2,274,338
-
0
Total equity
3,211,522
937,184

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 £15,317,621 (2024 - £240,000 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 September 2026 and are signed on its behalf by:
24 September 2026
C S Sharp
Director
Company Registration No. SC549543
UNITED AUCTIONS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
78,516
858,668
9,728,626
10,665,810
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
3,014,615
3,014,615
Dividends
11
-
-
(240,000)
(240,000)
Balance at 31 December 2024
78,516
858,668
12,502,701
13,439,885
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
4,259,262
4,259,262
Dividends
11
-
-
(13,043,283)
(13,043,283)
Balance at 31 December 2025
78,516
858,668
3,718,680
4,655,864
UNITED AUCTIONS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
78,516
858,668
-
0
937,184
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
240,000
240,000
Dividends
11
-
-
(240,000)
(240,000)
Balance at 31 December 2024
78,516
858,668
-
0
937,184
Year ended 31 December 2025:
Profit and total comprehensive income for the year
-
-
15,317,621
15,317,621
Dividends
11
-
-
(13,043,283)
(13,043,283)
Balance at 31 December 2025
78,516
858,668
2,274,338
3,211,522
UNITED AUCTIONS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,392,926
3,918,133
Interest paid
(1,058,901)
(684,281)
Income taxes paid
(1,166,160)
(1,233,319)
Net cash (outflow)/inflow from operating activities
(832,135)
2,000,533
Investing activities
Purchase of tangible fixed assets
(149,740)
(492,469)
Proceeds on disposal of tangible fixed assets
10,000
16,040
Purchase of investment property
-
(496,943)
Proceeds on disposal of investment property
13,360
-
Receipts arising from loans made
380,000
10,000
Net cash generated from/(used in) investing activities
253,620
(963,372)
Financing activities
Proceeds of new bank loans
15,231,000
-
Repayment of bank loans
(3,776,033)
(2,245,950)
Dividends paid to equity shareholders
(13,043,283)
(240,000)
Net cash used in financing activities
(1,588,316)
(2,485,950)
Net decrease in cash and cash equivalents
(2,166,831)
(1,448,789)
Cash and cash equivalents at beginning of year
(9,657,553)
(8,208,764)
Cash and cash equivalents at end of year
(11,824,384)
(9,657,553)
Relating to:
Cash at bank and in hand
107
107
Bank overdrafts included in creditors payable within one year
(11,824,491)
(9,657,660)
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
1
Accounting policies
Company information

United Auctions Group Limited (“the company”) is a private company limited by shares, domiciled and incorporated in Scotland. The registered office is Stirling Agricultural Centre, Stirling, United Kingdom, FK9 4RN.

 

The group consists of United Auctions Group Limited, United Auctions Limited and UA Livestock Limited.

1.1
Accounting convention

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 £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

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.

The consolidated financial statements incorporate those of United Auctions Group Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 31 December 2025. 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.

United Auctions Limited and UA Livestock Limited have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of United Auctions Limited and UA Livestock Limited. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

 

The group has remained compliant with debt covenants throughout the year and is forecast to remain to do so. Future cashflow forecast assumptions show the group to remain in a net assets position for at least the next 12 months.

 

Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents invoiced sales commissions, invoiced sales, interest receivable on financing facilities and interest on overdue customer balances and other income net of VAT. Sales commission is recognised at point of auction.

 

Revenue from the sale of livestock is recognised when the significant risks and rewards of ownership of the livestock 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.

 

Interest in financing facilities is accrued over the term of the financing arrangement with the customer.

1.5
Intangible fixed assets - goodwill

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 10 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.

1.6
Tangible fixed assets

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:

Land and buildings freehold
0% and 4% straight line
Plant and machinery
4% - 15% straight line

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.

1.7
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.8
Fixed asset investments

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.

1.9
Impairment of fixed assets

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.

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.

1.10
Cash and cash equivalents

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, and include invoice financing facilities held.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.11
Financial instruments

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

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.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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 and loans from fellow group companies, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.12
Equity instruments

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.

1.13
Taxation

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

Current 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

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.

1.14
Employee benefits

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.

1.15
Retirement benefits

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

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.16
Share-based payments

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

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary would be recognised in the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

 

No share options have been granted during the current year.

 

1.17
Leases

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.

1.18
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

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

Provision for bad debt

Outstanding debtor balances are provided against where a loss is probable. The directors have based their judgement of the level of impairments based on the ageing and individual assessment of each debtor.

Valuation of investment properties

The fair value of investment properties is derived from third party valuation reports provided by external independent valuers as at 4 December 2024 and adjusted for market movements in the period to 31 December 2025, as assessed by the directors.  The independent valuations were based upon assumptions including future rental income and the appropriate discount rate or yield.  The directors and independent valuers also take into consideration market evidence for comparable properties in respect of both transaction prices and rental agreements.

Goodwill impairment

Management allocate a useful life of 10 years to goodwill arising through business combination. The profitability of the business acquired is taken into account when concluding on whether the remaining useful life remains relevant, or whether an impairment is required.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Income from commissions, sale of livestock, interest on financing facilities and other income
32,896,824
27,474,617
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
32,896,824
27,474,617
2025
2024
£
£
Other significant revenue
Grants received
2,637
2,637
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging/(crediting):
Government grants
(2,637)
(2,637)
Depreciation of owned tangible fixed assets
536,502
429,339
Profit on disposal of tangible fixed assets
(10,000)
(15,500)
Amortisation of intangible assets
420,024
420,024
Cost of stocks recognised as an expense
19,382,415
16,312,960
Operating lease charges
8,714
8,808
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
22,000
21,390
For other services
Taxation compliance services
15,900
4,850
All other non-audit services
119,331
14,121
135,231
18,971
6
Employees

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

2025
2024
Number
Number
Management and Administration
21
20
Sales
16
17
Other
54
69
Total
91
106
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 22 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,178,336
2,920,756
Social security costs
331,626
286,328
Pension costs
194,348
174,466
3,704,310
3,381,550

Included within the above employee numbers are 36 (2024: 46) staff employed on a part-time or casual basis.

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
652,180
673,616
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
114,977
171,095

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2024: 0).

8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank loans
692,314
316,093
Interest on invoice finance arrangements
366,587
368,188
1,058,901
684,281
9
Changes in the fair value of investment property
2025
2024
£
£
Changes in the fair value of investment properties
-
308,057
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,056,642
1,104,982
Deferred tax
Origination and reversal of timing differences
(64,094)
81,982
Total tax charge
992,548
1,186,964

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

2025
2024
£
£
Profit before taxation
5,251,810
4,201,579
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,312,953
1,050,395
Tax effect of expenses that are not deductible in determining taxable profit
32,401
33,014
Adjustments in respect of prior years
-
0
2,532
Permanent capital allowances in excess of depreciation
35,338
48,743
Amortisation on assets not qualifying for tax allowances
105,005
-
0
Other permanent differences
(489,815)
-
0
Chargeable gains / (losses)
(3,334)
52,280
Taxation charge for the year
992,548
1,186,964
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Final paid
13,043,283
240,000
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2025 and 31 December 2025
4,200,238
Amortisation and impairment
At 1 January 2025
3,360,198
Amortisation charged for the year
420,024
At 31 December 2025
3,780,222
Carrying amount
At 31 December 2025
420,016
At 31 December 2024
840,040
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.
13
Tangible fixed assets
Group
Land and buildings freehold
Plant and machinery
Total
£
£
£
Cost
At 1 January 2025
8,065,988
915,159
8,981,147
Additions
46,398
103,342
149,740
At 31 December 2025
8,112,386
1,018,501
9,130,887
Depreciation and impairment
At 1 January 2025
2,590,059
389,802
2,979,861
Depreciation charged in the year
408,521
127,981
536,502
At 31 December 2025
2,998,580
517,783
3,516,363
Carrying amount
At 31 December 2025
5,113,806
500,718
5,614,524
At 31 December 2024
5,475,929
525,357
6,001,286
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
14
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 January 2025 and 31 December 2025
3,100,000
-
Other changes
(13,360)
-
At 31 December 2025
3,086,640
-

Investment property comprises the Paddock Developments within the Stirling Agricultural Centre, Stirling. The fair value of the investment property has been arrived at on the basis of a valuation carried out on 4 December 2024 by CKD Galbraith, who are not connected with the company. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties. The directors consider this valuation relevant for the year ended 31 December 2025. Any additions made to the development post valuation is being carried at cost, which is deemed to be equivalent to fair value.

15
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
16,472,891
16,472,891
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
16,472,891
Carrying amount
At 31 December 2025
16,472,891
At 31 December 2024
16,472,891
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
UA Livestock Limited
Scotland
Livestock auctioning
Ordinary
0
100.00
United Auctions Limited
Scotland
Holding company
Ordinary
100.00
0

The registered office for both subsidiaries is Stirling Agricultural Centre, Stirling, FK9 4RN.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
17
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
24,642,527
18,430,713
-
0
-
0
Other debtors
379,244
547,278
-
0
-
0
25,021,771
18,977,991
-
-

Trade debtors are shown net of bad debt provisions of £371,664 (2024: £329,965).

18
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Invoice financing
20
9,201,335
7,421,354
-
-
Bank loans and overdrafts
20
4,344,843
3,198,349
-
962,043
Trade creditors
768,278
308,224
-
0
-
0
Amounts due to group undertakings
-
0
-
0
13,261,369
12,871,470
Corporation tax payable
531,642
641,160
-
0
-
0
Other taxation and social security
732,638
525,270
-
-
0
Other creditors
446,733
540,975
-
0
-
0
Accruals and deferred income
462,172
473,247
-
0
-
0
16,487,641
13,108,579
13,261,369
13,833,513

Amounts due to group undertakings are interest free and repayable on demand.

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
19
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
20
12,397,517
1,702,194
-
0
1,702,194
Government grants
25,046
27,682
-
0
-
0
12,422,563
1,729,876
-
1,702,194

 

20
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
14,119,204
2,664,237
-
0
2,664,237
Invoice financing
9,201,335
7,421,354
-
-
Bank overdraft
2,623,156
2,236,306
-
-
25,943,695
12,321,897
-
2,664,237
Payable within five years
25,943,695
12,321,897
-
2,664,237

The above loans are secured by fixed and floating charges over the assets of the group.

21
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
576,990
641,084
The company has no deferred tax assets or liabilities.
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
21
Deferred taxation
(Continued)
- 28 -
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 January 2025
641,084
-
Credit to profit or loss
(64,094)
-
Liability at 31 December 2025
576,990
-

The deferred tax liability set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature in greater than 1 year.

22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
194,348
174,466

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.

23
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 January 2025
169,550
171,050
0.04
0.04
Forfeited
-
(1,500)
-
0.04
Exercised
(169,550)
-
0.04
-
Outstanding at 31 December 2025
-
169,550
-
0.04
Exercisable at 31 December 2025
-
-
-
-
24
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
1,962,900 Ordinary shares of 4p each
1,962,900
1,962,900
78,516
78,516
UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
25
Operating lease commitments
Lessee

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:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
8,192
8,192
-
-
Between two and five years
21,001
26,001
-
-
In over five years
2,895
6,087
-
-
32,088
40,280
-
-
Lessor

The operating leases represent leases to third parties. The leases are negotiated over terms of 1-25 years and rentals are fixed for 1-25 years.

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

 

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
531,233
533,781
-
-
Between two and five years
1,823,727
1,632,039
-
-
In over five years
2,602,441
2,376,042
-
-
4,957,401
4,541,862
-
-
26
Events after the reporting date

There were no subsequent events.

 

 

UNITED AUCTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
27
Related party transactions

At the balance sheet date, current directors owed £0 loans (2024: £380,000) to the group. Interest was charged on this balance at a rate of 2.25% (2024: 2.25%).

 

Current directors also owed an additional £12,698 (2024: £33,236) to the group at 31 December 2025.

 

Amount totalling £232,030 (2024: Nil) were outstanding as due to the Group at 31 December 2025 from the United Auction Employee Ownership Trust. The amounts are repayable on demand and have no interest charge.

 

The group has taken advantage of the exemption available in FRS 102 from the requirement to disclose related party transactions with wholly owned group companies.

 

28
Controlling party
The ultimate control party is the United Auctions Employee Ownership Trust, a Trust registered in Scotland.
29
Cash generated from group operations
2025
2024
£
£
Profit for the year after tax
4,259,262
3,014,615
Adjustments for:
Taxation charged
992,548
1,186,964
Finance costs
1,058,901
684,281
Gain on disposal of tangible fixed assets
(10,000)
(15,500)
Amortisation and impairment of intangible assets
420,024
420,024
Depreciation and impairment of tangible fixed assets
536,502
429,339
Other gains and losses
-
(308,057)
Movements in working capital:
Increase in debtors
(6,423,780)
(1,569,574)
Increase in creditors
562,105
78,678
Decrease in deferred income
(2,636)
(2,637)
Cash generated from operations
1,392,926
3,918,133
30
Analysis of changes in net debt
1 January 2025
Cash flows
Movement in loan balances
31 December 2025
£
£
£
£
Borrowings excluding overdrafts
(2,664,237)
-
(11,454,967)
(14,119,204)
Cash and cash equivalents
(9,657,553)
(2,166,831)
-
(11,824,384)
(12,321,790)
(2,166,831)
(11,454,967)
(25,943,588)
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