The Directors present the Strategic Report for Codeweavers Limited ('the Company') for the year ended 31 December 2025.

The Company is a member of the Manheim Global Management UK Limited group of companies ('the Group') and is home to the Codeweavers brand, a provider of digital commerce platforms in the automotive industry that aim to improve the retail experience for buyers and sellers, improve customer experience and improve sales generation.

During the year, the Company generated turnover of £15.4m (2024: £14.5m) following continued growth and delivery of key customer contracts. After tax, the Company generated profit of £2.5m (2024: £4.6m), as management continued to invest into its platform, people and brand, which impacted margins whilst creating a platform for future growth.

Management continues to identify opportunities to improve profitability and remains committed to investing in assets that are fundamental to the Group's long-term operations. As part of this strategy, £2.4m (2024: £2.3m) of software development expenditure was capitalised as intangible assets during the year, together with £0.3m (2024 - £0.1m) of investment in tangible assets.

Comparative information within this Strategic Report has been presented on a restated basis following the correction of a prior year error described in note 22. References to profit growth and margins have been updated to reflect the restated comparatives.

For future developments, refer to the Directors' Report on page 5.

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

Turnover increased during the year by £1.0m, 6.9%, to £15.4m (2024: £14.5m) due to growth in volume. Cost of sales decreased £0.1m, 5.6%, to £1.7m (2024: £1.8m) as direct costs were well controlled. Distribution costs and administrative expenses increased £2.9m (33.0%), as management continued to invest in its people, systems and brand. The impact of increases to National Insurance contribution rates also negatively impacted costs, with another main driver of costs being a £0.9m increase in amortisation due to computer software additions that commenced from 2023. As further development expenditure is incurred on the platform, amortisation charges have increased accordingly and are expected to stabilise at broadly the level reported in the current year.

During the year no income amount was accrued for the RDEC claim (2024: £0.3m), as the claim process had not yet formally commenced. Management plans to progress the claim during 2026.

Movements in operating profit of £2.1m, 51.2%, to £2.0m (2024: £4.1m) result from the above factors.

Management monitors head count, which increased by 3 to 145 (2024: 142) during the year as the team was expanded to meet the growth in customer portfolio.

No further non-financial KPIs are utilised for analysis by management.

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.

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.

Revenue recognition (Section 23)

Amended FRS 102 introduces a five-step revenue recognition model which is more prescriptive than the existing framework on the identification of performance obligations, the timing of revenue recognition, and the treatment of contract termination rights.

The company provides digital car-buying solutions, including SaaS platform development and implementation, finance calculators, and ongoing maintenance and support services. The directors have assessed the company's contracts under the revised standard and identified the following changes to revenue recognition policy from 1 January 2026:

Implementation and configuration activities provided in connection with the SaaS arrangements are not considered distinct from the underlying hosted software service and therefore form part of a single performance obligation. The customer does not obtain control of the software, implementation assets, or configuration activities separately, as the company retains control of the hosted platform throughout the contract term.

Revenue from implementation and configuration services is therefore recognised over the contract term in line with the related SaaS services provided. Amounts invoiced or received in advance of the related subscription period are recognised as contract liabilities and released to revenue over the term of the arrangement as the performance obligation is satisfied.

Ongoing maintenance, support and hosted subscription services are recognised over time across the service period, which is consistent with the current approach.

Where customer contracts include unilateral termination rights without substantive penalty, the enforceable contract term for revenue recognition purposes is limited to the period for which services have been performed and accepted. Revenue for future periods is not recognised in advance.

The financial impact of these changes on reported revenue and deferred income balances at the transition date of 1 January 2026 has not yet been finalised. Quantification is dependent on the completion of a detailed review of contract terms and billing histories across the customer portfolio, which is currently in progress. The directors consider it likely that an adjustment to opening retained earnings will be required at the transition date; the amount will be disclosed in the financial statements for the year ending 31 December 2026.

Leases (Section 20)

One property lease currently expensed as an operating cost will be recognised on the balance sheet as a right-of-use asset and lease liability that is expected to be material to the business.

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.

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 principal activity of the Company is providing tailored digital commerce software solutions specifically within the automotive industry.

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

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 were as follows:

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

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

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

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

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.

The Directors intend to grow the business in a sustainable and profitable manner for the foreseeable future and see the Company as integral to continued growth of the Group.

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

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

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). During the year the Company generated profits of £2.5m (2024: £4.6m). At 31 December 2025 the Company is in a net current assets position at the year-end of £7.0m (2024: £5.4m). Included within net assets is an intercompany cash pooling balance of £1.2m (2024: £0.3m).

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

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

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

These forecasts demonstrate that MGMUK has sufficient liquidity and will be able to operate within its available facilities during the forecast period to 31 December 2027.

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 Codeweavers 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 profit for the year then ended;

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

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

We have audited the financial statements which comprise:

• the statement of comprehensive income;

• the balance sheet;

• the statement of changes in equity;

• the related notes 1 to 22.

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, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

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

• The valuation of capitalised labour as intangible assets – the amounts capitalised are a material and contain a significant estimate where management have the ability to manipulate the profit and loss performance of the business. To address the risk we:

  • Reviewed and challenged management’s considerations for those projects determined as being capital in nature under section 18 of FRS 102 and therefore whether costs associated with those projects may be capitalised as intangible assets;

  • Sampled amounts capitalised and tested the costs to payslip and the time spent on a project to supporting documentation provided by management; and

  • Held discussions with developers to corroborate and verify whether the time they spent was capital in nature.

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

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

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

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

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

• reading minutes of meetings of those charged with governance.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

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

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

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

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

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

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

We have nothing to report in respect of these matters.

Use of our report

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

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

There have been no items of other comprehensive income in the year and therefore no separate statement of comprehensive income is presented.

The notes on pages 15 to 31 form part of these financial statements.

Codeweavers 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 16 & 17 Waterfront Way, Stafford, Staffordshire, United Kingdom, ST16 2HQ.

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

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

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

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

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

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

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

The financial statements of the Company are consolidated in the financial statements of Manheim Global Management UK Limited. These consolidated financial statements are available from 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’). During the year the Company generated profits of £2.5m (2024: £4.6m). At 31 December 2025 the Company is in a net current assets position at the year-end of £7.0m (2024: £5.4m). Included within net assets is an intercompany cash pooling balance of £true1.2m (2024: £0.3m).

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

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

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

These forecasts demonstrate that MGMUK has sufficient liquidity and will be able to operate within its available facilities during the forecast period to 31 December 2027.

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

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

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when this can be measured reliably. The stage of completion is calculated by reviewing against certified milestones that are outlined within the underlying contract, where applicable.

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

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:

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.

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

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

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

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

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

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

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

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

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

Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Cash and cash equivalents:

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand.

Trade debtors:

Trade debtors do not carry any interest and are stated at amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts. A provision for impairment is established where there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the debtors.  The amount of the provision is recognised in the income statement.

Trade creditors:

Trade creditors are not interest-bearing and are stated at amortised cost.

Intercompany debtors:

Interest is charged at a rate of SONIA plus 2.5%. Intercompany debtors are stated at amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts.   A provision for impairment is established where there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the debtors. The amount of the provision is recognised in the income statement.

Financial liabilities and equity instruments:

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 entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

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

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.

Equity instruments issued by the company 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 company.

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 intangible fixed assets.

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

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

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

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

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

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

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.

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

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 10 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 £2.4m (2024: £2.3m) (see note 10).

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 areas of critical accounting judgement and key sources of estimation uncertainty to the business in the current or preceding year.

Turnover is all derived from the rendering of services. An analysis of the turnover by geography is set out below:

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

Their aggregate remuneration comprised:

The number of Directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1).

One Director received remuneration from the Company in relation to their services provided in both the current year and the prior year. The remuneration of two Directors' are borne by Manheim Limited. It is not practicable to ascertain the proportion of the Directors’ emoluments that specifically relate to this Company.

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

The Company has no unprovided deferred tax (2024: £nil).

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.

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

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

The loans due from parent undertaking are not expected to be recovered in the foreseeable future with the balance intended for continuing use in the business.

Due to the short-term nature of the financial assets included within current debtors, they are held at undiscounted cost, are repayable on demand and are unsecured. The financial assets include trade debtors.

The loans due from fellow group undertakings are not expected to be recovered in the foreseeable future with the balance intended for continuing use in the business.

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

The group undertaking is Manheim Limited. Manheim Limited is 100% owned by Cox Automotive UK Limited which in turn owns 100% of Codeweavers (Holdings) Limited, the 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 repayable on demand and are unsecured. No interest is charged on the financial liabilities included in this note.

Finance lease payments represent rentals payable by the company for certain items of computer hardware. 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 expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

All of the ordinary shares have equal rights in respect of voting, participation in dividend distributions and in the event of winding up of the Company.    

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

The profit and loss reserve represents cumulative profits or losses, net of dividends.

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 group, which includes the Company and for which group financial statements are prepared is Cox Enterprises, Inc. The financial statements of Cox Enterprises, Inc. are not publicly available.

The immediate parent company is Codeweavers (Holdings) Limited. The parent undertaking of the smallest group, which includes the Company and for which group financial statements are prepared, is Manheim Global Management UK Limited. The registered office of Manheim Global Management UK Limited is at Central House, Leeds Road, Rothwell, Leeds LS26 0JE, United Kingdom. Copies of the financial statements of Manheim Global Management UK Limited can be obtained from Companies House, Maindy, Cardiff CF4 3UZ, United Kingdom.

On review of the functional cost classifications, it was noted that the split between administrative expenses and distribution costs required amendment. The comparative figures have been restated accordingly.

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