The Directors present the Strategic Report on Manheim Limited ('the Company') for the year ended 31 December 2025. The Company is a wholly owned subsidiary of Manheim Global Management UK Limited ('the Group' or 'MGMUK').

The Company has operated in the vehicle remarketing sector in the UK for over 100 years. The Company grew as a family business and continues to be owned by a family business, based in the US, in Cox Enterprises, Inc., which has been in existence for over 120 years. This creates access to a wealth of global resources and expertise in the automotive sector. The Company is a market leader in its sector, and at the forefront of remarketing technology and evolution of the industry.

During the year the Company exited the car buying space almost entirely as per the strategic plan, due to the reduced margins achievable from this market. This has enabled the Company to focus on its core activity of traditional physical and online auctions, seeking to grow the portfolio and renew and support existing customers. Volumes across Manheim Auctions successfully grew across the year.

The increase in Manheim Auction volumes reflected winning key customer contracts and retaining portfolio. Additionally, The Society of Motorists & Motor Traders ('SMMT') published a 3.5% increase year-on-year, following the 2.6% increase in 2024, for new car registrations which had a knock-on effect, increasing the number of vehicles naturally entering the used vehicle ecosystem.

The financial commentary in this strategic report is presented on the basis of restated figures, reflecting the reclassification of certain costs between cost of sales, distribution costs and administrative expenses to align with source system classifications and present costs in line with their true nature. The prior year comparatives have been restated on the same basis. The reclassification has no impact on turnover or operating profit.

Turnover increased £8.1m (6.6%) to £131.6m (2024: £123.5m). Underpinning this was an increase in Manheim Auction registered volumes of 11%, coupled with a solid conversion rate and an increase in average sale price, contributing to growth in turnover. This more than offset the revenue drop off from exiting the car buying business of £11.3m, and an increase in rebates paid in the year.

The UK used market has seen the average price per petrol and diesel vehicle transaction increase, and therefore boosted buy-sell fees. Ancillary income from auctions supported the overall increase in turnover.

Turnover from Inspections also increased, driven by Auction volume increases, as these activities are highly interlinked.

The change in mix away from Car Buying towards Auction volumes had the effect of increasing Gross profit by £6.7m (11.7%) to £63.9m (2024: £57.2m). This represents a 2.3% improvement in gross margin of to 48.6% (2024: 46.3%).

Overheads held flat year-on-year, despite inflationary pressures and labour costs driving increases, through managing supplier contract negotiations and seeking ways to reduce the cost base without negatively impacting margin. Overall, Adjusted EBITDA notably improved to £3.8m (2024: Adjusted EBITDA loss £3.6m).

During the year, intercompany loan debtors from fellow subsidiaries Cox Automotive Mobility Solutions Limited, Modix GmbH, Cox Automotive Europe Limited, Money4YourMotors Limited and WeWantAnyCar Limited were impaired resulting in a £16.6m charge (2024: £11.1m), based on assessment of recoverability of the intercompany loans at the year end.

Including the impairment charge, EBITDA loss reduced to £1.9m (2024: loss £14.7m). A reconciliation of EBITDA and Adjusted EBITDA to Operating loss is presented in the KPI section, on page 2. Amortisation and depreciation of £7.9m (2024: £8.2m) and net finance costs of £4.4m (2024: finance income £1.2m) resulted in a loss before tax of £14.2m (2024: £21.7m).

Net assets reported are £12.6m (2024: £4.5m), and net current liabilities are £84.2m (2024: £67.9m). The year-on-year increase in net assets is due to a revaluation exercise conducted over the value of owned land and buildings resulting in a £41.5m revaluation increase in tangible assets. The corresponding entry is to the revaluation reserve.

During the year, costs of £1.7m (2024: £4.3m) related to software developments were capitalised as intangible assets, representing further investment into the business.

Key financial peformance indicators of the Company are Turnover, EBITDA (Earnings before interest, depreciation and amortisation) and Adjusted EBITDA. These are discussed in the "Fair review of the business" section above.

Adjusted EBITDA is EBITDA excluding any non-operating adjustment items, and an indicator of the underlying performance of the Company excluding any one-off income or expense items. As noted above, the Company improved on an Adjusted EBITDA basis year-on-year.

Key non-financial performance indicators include volume of units sold through auction, conversion rates for vehicles put through auction and volume of vehicles inspected.

Units sold through auction increased for a second consecutive year, by a material amount.

Conversion rates for vehicles put through auction were 65% for the year, up 0.7% on prior year. Conversion rates are driven by a number of factors, including demand levels, pricing, vehicle availability, marketing. Management aims for a high conversion rates overall.

Volumes of vehicles inspected were up 35.9% from the previous year, reflecting increased volumes through the business as discussed above.

Management anticipate as volumes continue to improve, the business will be more profitable overall. For details of future developments of the Company, refer to the Directors report.

Amended FRS 102 is effective for accounting periods beginning on or after 1 January 2026. The company has not early adopted the amendments. The principal impacts are set out below.

Leases (Section 20)

The company holds a number of property leases across its auction and vehicle services operations, together with a portfolio of fleet and equipment leases, all currently treated as operating leases and expensed on a straight-line basis. Under the amended standard, leases within scope will be recognised on the balance sheet as right-of-use assets with corresponding lease liabilities from 1 January 2026.

The leases within scope comprise property leases and fleet and equipment leases. The annual profit and loss account charge will be restructured from operating lease rental expense to depreciation of the right-of-use assets and interest on the lease liabilities, with no material impact on aggregate annual charges.

The modified retrospective transition approach will be adopted. Comparatives will not be restated and no adjustment to opening retained earnings arises, as the right-of-use asset is measured at an amount equal to the lease liability at the transition date.

Revenue recognition (Section 23)

Amended FRS 102 introduces a five-step revenue recognition model. The company's principal revenue streams comprise wholesale vehicle auction services and vehicle inspection services. The directors have assessed these streams under the revised standard.

In respect of auction services, the company acts as agent in facilitating transactions between vendors and purchasers. Revenue is recognised on a net basis, being limited to commission and fees earned on each transaction, which is consistent with the company's current accounting policy. No change to revenue presentation is required.

In respect of vehicle inspection and management services, revenue is recognised as services are performed, consistent with the point-in-time and over-time framework under the revised standard. Each customer contract will be formally assessed against the five-step model in the period of initial application to confirm the current treatment is appropriate.

The directors do not anticipate material adjustments to opening retained earnings in respect of revenue recognition. This assessment will be confirmed on completion of the contract-by-contract review.

The modified retrospective transition approach will be adopted. Comparatives will not be restated. Fuller disclosure of the group-wide transition impact is included in the financial statements of the parent company, Manheim Global Management UK Limited.

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

A key strategic goal for the Company is to grow share of the market, whilst maximising profitability and evolving the offering across wholesale. Delivering on the core auctions physical proposition remains a key priority as customers continue to demand such services. However, growth in digital wholesale functionality remains a key future priority as customers demand more of a seamless experience across brands and products. In addition, the Group's approach to EV cars continues to be developed in response to the trends towards this type of vehicle.

The Directors consider that they have acted in the way they believe in good faith would be most likely to promote the success of the Company (having regard to the stakeholders and matters set out in section 172(1)(a-f) of the Companies Act 2006) in the decisions taken during the period. These matters are set out in detail in the Manheim Global Management UK Limited Annual report and financial statements for the year ended 31 December 2025 and are summarised below:

• Long-term strategic direction: The Board have long-term plans in place designed to have a long-term beneficial impact on the Group and its subsidiaries.

• Customers, suppliers and collaborators: The Board is committed to engagement with key stakeholders across these categories, creating and building business relationships that deliver mutual benefits.

• Employees: Employees are recognised as central to a successful business. Development, promotion of a diverse workforce and attracting and retaining the best talent is central to long-term strategy.

• Community and Environment: Actions the Company takes are always with the intention of positively impacting the communities and environments we operate within.

• the Company strives for maintaining a reputation for high standards of business conduct, and

• maintains and actions the need to act fairly as between members of the company.

Decision-making within the Company is integrated with the wider Group and therefore the approach taken to promote success is consistent with that presented in the Manheim Global Management UK Limited Annual report and financial statements for the year ended 31 December 2025. Given the Company shares common directors with the Group and common management exists between Group entities, performance management and stakeholder analysis occurs centrally at Group level.

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

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

The Company’s principal activity is providing a platform for sellers and buyers of used vehicles to complete transactions, physically and digitally, in the UK, through the Manheim Auction Services business. The Company also provides comprehensive vehicle inspections services through Manheim Inspection Services, fleet management platform solutions via RMS Automotive and vehicle valuations via the eVA product.

The results for the year are set out on page 15.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a final dividend.

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

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

Finance related procedures are subject to overarching Group policies designed to mitigate financial risk to sufficiently acceptable levels. Treasury operations are centrally managed in the Group. Financing is primarily achieved via share issue to its parent company and a Barclays overdraft facility. The Company is party to central management of cash flows across the Group.

Daily cash flow forecasting ensures overdraft borrowing limits are not exceeded on a pooled basis. The risk of insufficient funds occurring is deemed low given the availability of cash. Exchange rates risk, while present, is not considered to represent a significant risk due to operations being predominantly UK-based, with turnover of £2.9m generated from countries outside of the UK, which is not considered to be a significant portion of total turnover. Interest rate risk is deemed low as loans are repayable on demand and attract a low margin of interest on an acceptable benchmark rate.

The Company undertakes research and development into new products, systems interfaces, operational platforms and systems integrations. Research and development expenditure recognised within the Group during the financial year amounted to £14.5m (2024: £12.4m). Costs related to internal software engineer development salaries is assessed against capitalisation criteria, and where met, capitalised to the asset register as intangible assets. Research costs are expensed as they are incurred.

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

Details of employee consultation can be found within the S172 statement on page 6 and in the Manheim Global Management UK Limited Annual report and financial statements for the year-ended 31 December 2025.

The Directors intend to continue to identify and implement operational efficiencies, improve profitability and ultimately will continue to aim to grow market share and customer base.

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

The SECR disclosures relating to the Company are included within the SECR disclosures presented in the Annual report of Manheim Global Management UK Limited, the parent undertaking of the largest group of undertakings to consolidate these financial statements. The Company has taken advantage of the exemption from the requirement to make SECR disclosures in these financial statements.

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

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). The Company is in a net current liabilities position at the year-end and not forecast to generate sufficient cash to cover its liabilities as reported. Therefore, the Company obtained a letter of support from MGMUK confirming the necessary funds will be made available for the Company to meet its liabilities as they fall due for at least 12 months from the date of signing its Annual report and financial statements.

MGMUK operates a centralised treasury function and cash pooling for all UK based entities. MGMUK debt facilities currently available are a £10.0m overdraft facility provided by Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK reports net cash of £15.6m and undrawn facilities of £10.0m.

The Company shares common Directors with MGMUK, who in their assessment of going concern considered the ability of MGMUK and its subsidiaries to operate on a cash pooled basis with the resources available to it.

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

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

• the cash and committed funding facilities in place;

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

• External factors influencing overall performance such as inflation;

• the Board approved cash flow forecasts prepared for a period to 31 December 2027; and

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

The Directors consider MGMUK maintains sufficient available cash balances and committed facilities to meet its financial obligations and to provide support as required to the Company in meeting its financial liabilities as they fall due for at least 12 months from the date of signing these financial statements.

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

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 Limited (the ‘company’):

• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of its 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 statement of comprehensive income;

• the balance sheet;

• the statement of changes in equity;

• the related notes 1 to 26.

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.

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

Conclusions relating to going concern

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

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

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

Other information

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

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

We have nothing to report in this regard.

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

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

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

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

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

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

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

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

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

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

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

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

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

• reading minutes of meetings of those charged with governance.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

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

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

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

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

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

We have nothing to report in respect of these matters.

Use of our report

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

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations. Items of comprehensive income have been recognised in the year and presented accordingly in the combined statement of comprehensive income.

The notes on pages 19 to 39 form part of these financial statements.

The notes on pages 19 to 39 form part of these financial statements.

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

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

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

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

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

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

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

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

The financial statements of the company are consolidated in the financial statements of Manheim Global Management UK Limited. These consolidated financial statements are available from its registered office, Central House, Leeds Road, Rothwell, Leeds, LS26 0JE.

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). The Company is in a net current liabilities position at the year-end and not forecast to generate sufficient cash to cover its liabilities as reported. Therefore, the Company obtained a letter of support from MGMUK confirming the necessary funds will be made available for the Company to meet its liabilities as they fall due for at least 12 months from the date of signing its Annual report and financial statements.true

MGMUK operates a centralised treasury function and cash pooling for all UK based entities. MGMUK debt facilities currently available are a £10.0m overdraft facility provided by Barclays Bank Plc, repayable on demand. At the date of this report, MGMUK reports net cash of £15.6m and undrawn facilities of £10.0m.

The Company shares common Directors with MGMUK, who in their assessment of going concern considered the ability of MGMUK and its subsidiaries to operate on a cash pooled basis with the resources available to it.

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

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

• •    the cash and committed funding facilities in place;

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

• •    External factors influencing overall performance such as inflation;

• •    the Board approved cash flow forecasts prepared for a period to 31 December 2027; and

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

The Directors consider MGMUK maintains sufficient available cash balances and committed facilities to meet its financial obligations and to provide support as required to the Company in meeting its financial liabilities as they fall due for at least 12 months from the date of signing these financial statements.

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, commissions received and the rendering of services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Turnover primarily comprises commissions and buyer fees that are recognised as the vehicle sale is made and the rendering of services related to the sale of the vehicles.

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.

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.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses 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.

Development costs that are directly attributable to the design of software products controlled by the Company are recognised as intangible fixed assets when the following criteria are met:

• It is technically feasible to complete the intangible asset so that it will be available for use of sale.

• It is intended to complete the intangible asset and use or sell it.

• It is able to use or sell the intangible asset.

• It can be demonstrated how the intangible asset will generate future economic benefits.

• It has adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

• It can reliably measure the expenditure attributable to the intangible asset during its development.

Development expenditures that do not meet these criteria are recognized as an expense as incurred.

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

Tangible fixed assets are initially measured at cost 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:

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Properties whose fair value can be measured reliably are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the land and buildings is usually considered to be their market value.

Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.

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

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

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

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

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

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

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

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

Stocks are stated at the lower of cost and estimated selling price less costs associated with preparing the stock for sale and selling costs. Cost comprises direct materials and, where applicable, direct labour costs that have been incurred in preparing the stocks for sale. The Company buys the stock for resale and has no involvement in the manufacturing process.

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 company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.

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

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

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

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

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

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

The costs of short-term employee benefits are recognised as a liability and an expense, 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 leases 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.

Long-Term Incentive Plan

Certain employees of the Company 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. 

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

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

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

Areas of judgement that have the most significant effect on the amounts recognised in the financial statements are in relation to:

• Those capitalised computer software costs in note 12 which meet the definition of an intangible fixed asset under FRS 102 section 18. These costs will be amortised over the estimated useful economic life of three years.

The Company has capitalised computer software expenditure as an intangible asset in the year of £1,659k (2024: £4,347k) (see note 12).

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

Management consider there to be no other critical sources of accounting judgements and key sources of estimation uncertainty to the business in the current or preceding year.

The above impairment includes £5,080,000 that relates to Cox Automotive Mobility Solutions Limited, £630,000 (2024: £11,061,000) that relates to Money4YourMotors.com Limited, £953,000 that relates to Modix GmbH and £9,921,000 that relates to Cox Automotive Europe Limited.

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

Their aggregate remuneration comprised:

The Company has borne the remuneration of 300 (2024: 181) employees contracted to the parent company Cox Automotive UK Limited. Employee numbers are disclosed in the contracting entity.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The number of directors who are entitled to receive shares under long term incentive schemes during the year was 2 (2024 - 2).

The actual (credit)/charge 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:

In addition to the amount (credited)/charged to the profit and loss account, the following amounts relating to tax have been recognised directly in other comprehensive income:

The Company has an unprovided deferred tax of £nil (2024: £5,264,000).

Factors affecting tax charge in future years

The standard rate of UK Corporation Tax applied to reported profit is 25% (2024: 25%), 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 2025 have been calculated at 25% (2024: 25%).

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions the Company’s Ultimate Parent Entity (“UPE”), Cox Enterprises, Inc., operates, including the UK. The legislation is effective for the UPE’s fiscal year beginning 1 January 2024, and the applicable Pillar 2 tax filings and payments become due starting 30 June 2026. The UPE is in scope of the enacted or substantively enacted legislation and has assessed an immaterial impact for the fiscal year ending 31 December 2025.

Goodwill is amortised evenly over the directors’ estimate of its useful economic lives of 20 years.

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

Freehold land and buildings were revalued on 17 December 2025 by Barrett Corp & Harrington Ltd, independent RICS Registered Valuers, on a fair value basis in accordance with the RICS Valuation – Global Standards. The revaluation resulted in a surplus of £41.5m, which has been credited to the revaluation reserve.

Land and buildings with a carrying amount of £51.5m were revalued at 17 December 2025 by Barrett Corp & Harrington Limited, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties.

The following assets are carried at valuation. If the assets were measured using the cost model, the carrying amounts would be as follows:

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

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

Amounts owed by parent undertaking and group undertakings that are not expected to be repaid within 12 months have been categorised as non-current debtors.

Interest is charged on amounts owed by group undertakings and parent undertaking at SONIA + 2.5%.

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

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 due to group and joint venture undertakings as follows:

• SONIA + 4% on amounts owed to Dealer Auction Limited.

• SONIA + 2.5% on amounts owed by all other group undertakings and joint venture undertakings.

The company is party to the £10m overdraft facility repayable on demand that is operated between Barclays and Manheim Global Management UK Limited. The overdraft has no fixed expiry date.

Finance lease payments represent rentals payable by the company 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 company and movements thereon:

The deferred tax asset set out above is not expected to reverse within 12 months and relates to accelerated capital allowances that are not expected to mature within the same period. The deferred tax liability set out above is not expected to reverse within 12 months and relates to utilisation of tax losses against future expected profits and revaluation reserve liability.

Deferred tax assets and liabilities are offset only where the Company 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.

The Company has unprovided deferred tax assets of £nil (2024: £5,264,000).

In 2025, deferred tax assets in relation to trading losses have been disclosed separately to other timing differences. The 2024 comparative numbers have been restated accordingly.

The company operates a defined contribution pension scheme for all qualifying employees.

The Company’s reserves are as follows:

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

The revaluation reserve records increases in the fair value of land and buildings.

The capital redemption reserve was created on hive out of trade and assets.

The profit and loss reserve represents cumulative profits or losses including unrealised foreign currency translation differences, net of dividends.

The other reserves represents intercompany loans waived by fellow Group companies and the Company. RTC Dormant Limited waived an intercompany loan due from the Company of £5.2m. Complete Automotive Solutions Limited waived an intercompany loan due from the Company of £0.4m. Under FRS 102 section 22 the intercompany loan waiver was treated as a capital contribution in other reserves.

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

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

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

On review of functional cost classifications, it was noted that a number of costs previously classified as administrative expenses or distribution costs are directly attributable to sales volumes and activity. Management concluded that, given this direct relationship, the appropriate classification is cost of sales. The comparative figures have been restated accordingly.

There was no impact on turnover, operating profit or net assets as a result of the restatement.