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

The Company observed an increase in activity on the online platform during the year. Customer mix shifted and price increases due to the inflationary environment were necessary to maintain margins against rising inflation and employee costs. More information on the related key performance indicators can be found below.

Improvements continued to be made into the platform, and opportunities identified across a changing customer base resulting in improved profitability, achieving a profit before tax.

The Company remains an important part of the strategy of both the shareholders and main stakeholders, Cox Automotive UK Limited and Auto Trader Group PLC and continues to be strategically operated by a board made up of equal number of directors from each stakeholder.

An ordinary dividend of £9.0m was paid during the year (2024: £8.0m), and a further £10.0m dividend was announced and paid on 16 March 2026.

During the year the Company dissolved the following subsidiaries:

• Dealer Auction (Operations) Limited - dissolved 1 November 2025

• Auto Trader Autostock Limited - dissolved 4 November 2025

• Dealer Auction Services Limited - dissolved 1 November 2025

The result of the above subsidiaries being dissolved was a cancellation of share premium for both Dealer Auction Services Limited and Auto Trader Autostock Limited. The share capital for all 3 subsidiaries was reduced to £1 and this caused the investment value in Dealer Auction to be reduced by £45,940k.

This dissolution results in the financial statements for Dealer Auction Limited for the year ended 31 December 2025 being presented as company only accounts as the Group no longer exists. There were no material transactions recognised in the accounts of the subsidiaries, during the financial year and prior to the dissolution.

On dissolution, the intercompany balances payable from Dealer Auction Limited to each subsidiary were deemed to be settled by dividends issued by the investments. These dividends have been recognised as income from shares in group undertakings, within interest and similar income in the financial statements.

For future developments see the directors report on page 5.

Financial key performance indicators ('KPIs') include turnover, Earnings before interest, taxation, depreciation and amortisation ('EBITDA'), and Operating free cash flow ('OFCF'). A reconciliation of EBITDA and OFCF to the primary statements is presented above.

Turnover increased during the year by £2.6m (16.8%) to £18.0m (2024: £15.4m), due to increased total volumes of 16%.

Distribution costs decreased by £1.2m (90.9%) to £0.1m (2024: £1.3m) whilst Administrative expenses rose by £1.3m (9.3%) to £15.8m (2024: £14.5m), largely driven by an increased wages and salaries mix and following a prior year restatement, which is detailed further in note 25 to the financial statements.

The Company generated EBITDA of £11.4m (2024: £9.3m), which shows an increase in overall EBITDA margin to 63% (2024: 60%) reflecting the growth of the business and maintaining an efficient cost base.

After depreciation and amortisation of £10.0m (2024: £10.0m), the Company reports an operating profit of £1.4m (2024: loss £0.8m), an improvement over prior year, primarily driven by improved EBITDA.

OFCF improved by £2.0m to £11.3m (2024: £9.3m) as a result of improved EBITDA. Despite this, as a result of increased dividend payments, the cash balance at 31 December 2025 has fallen to £12.0m from £12.7m.

Non-financial KPIs includes number of transactions, which rose 16% following growth in the business.

Principal risks and uncertainties affecting the Company are captured by risk assessment completed by the Board of Directors. Risk is an agenda item on bi-yearly Board meetings. The Board of Directors consists of Directors who also hold key management and director roles at both subsidiaries within the Cox Automotive, Inc. group and Auto Trader Group PLC group. As such, risk assessment performed in each of those Groups will naturally inform the risk assessment completed by the Company Board.

Principal risks and uncertainties relate to:

Automotive industry transformation

The Company primarily operates in the used vehicle market in the UK & EU, which is influenced by the supply of new vehicles into the overall vehicle ecosystem. New vehicle supply has now recovered for three consecutive years: UK registrations grew 17.9% in 2023, 2.6% in 2024, and 3.5% in 2025, exceeding 2 million units for the first time since 2019 (Society of Motor Manufacturers and Traders (SMMT), January 2026). EU registrations grew 1.8% in 2025 to 2.88 million units, though volumes remain below pre-pandemic levels (ACEA, January 2026).

The motor industry is moving through structural change that is no longer incremental. The UK's Zero Emission Vehicle mandate requires battery-electric cars to reach 33% of new registrations in 2026 and 38% in 2027, targets manufacturers have so far missed despite over £5 billion in EV sales subsidies in 2025 (SMMT, January 2026). Regulatory timelines are diverging between the UK and EU, while Chinese manufacturers have expanded rapidly into the UK — five new brands entered in 2025 (Changan, Chery, Geely, Leapmotor, and Xpeng), taking Chinese-built vehicles to nearly one in ten UK new car registrations, with direct implications for the future composition of used vehicle stock and residual values (SMMT, January 2026). Legislative change, technological shift, and evolving customer habits continue to reshape the vehicle ecosystem the Company depends on.

Management reviews industry trends and expectations of new and used vehicle volumes, both long and short-term, building assumptions into future forecasts, and forming strategy in response to expectations. Diversifying the Company by location and activity mitigates this risk.

Macroeconomic conditions

The Company relies on demand for used vehicles. Economic conditions impact consumer demand for vehicles, used and new. A reduction in market activity impacts demand for software solutions, as reduced market activity impacts purchases, stock levels, and creates an industry retraction.

Management monitors new and used car transactions data from industry bodies such as the Society of Motor Manufacturers and Traders ('SMMT'), internally monitors our data and trends, and engages with our customers. Internal sales data such as pricing and valuation trends is tracked. Monitoring future volume levels informs strategy, including product and cost base management.

High inflation impacts costs. The Company continuously reviews processes to identify efficiency and cost savings. Persistently high levels of inflation inevitably intensifies pressure on prices and unavoidable increases in fees become increasingly necessary to remain profitable and competitive. Inflation also impacts interest rates, which impacts cost of borrowing, for the Group. Interest rates have been impacted by Iran war causing inflation spikes and interest rates to remain at a higher level to counter inflation increases.

Competitive risk

Competitive pressure is a continuing risk for the Company, which could result in loss of market share. The Company manages this risk by striving for high-quality customer service, continued investment into products and systems, and obtaining and retaining customers through strong relationship management.

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. The Company has assessed its revenue streams under the revised standard. The Company operates an online vehicle remarketing platform, facilitating transactions between dealers. The directors have concluded that the Company acts as agent in respect of vehicle transactions; revenue is recognised on a net basis, being limited to transaction fees and commissions earned. This is consistent with the Company's current accounting policy and no change to the presentation of revenue will be required.

The revised standard introduces more explicit guidance on the timing of revenue recognition. Transaction fees are recognised at the point in time when a sale is completed. Subscription fees charged to platform users are recognised over time across the subscription period. The directors do not anticipate a material impact on reported revenue from the revised timing guidance.

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 of approximately £54,000. The impact on profit is not material.

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 the provision of an online platform to facilitate trade-to-trade buying and selling of used vehicles. The Company has recently launched a consumer-to-business offering.

The results for the year are set out on page 13.

Ordinary dividends were paid amounting to £9,000,000 (£91.09 per share) (2024: £8,000,000 (£80.97 per share)). A further dividend was declared and paid on 16 March 2026 for £10,000,000 (£101.21 per share).

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 Cox Auto, Inc. policies designed to mitigate financial risk to sufficiently acceptable levels. Treasury operations are centrally managed in a group of fellow subsidiaries including Manheim Global Management UK Limited and its subsidiaries. Financing is made available from a fellow Group company and the Group is party to central management of cash flows.

Daily 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 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 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 are assessed against capitalisation criteria, and where met, capitalised to the asset register as intangible assets. Research costs are expensed as incurred.

The Directors intend to continue to identify and implement efficiencies, improve profitability and ultimately will continue 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.

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

The Company is a subsidiary in the Manheim Global Management UK Limited Group (‘MGMUK’). During the year the Company generated losses of £1.1m (2024: £2.6m). At 31 December 2025 the Company is in a net current assets position of £7.8m (2024: net current liabilities £38.0m). Included within net assets is an intercompany cash pooling balance of £12.0m (2024: £12.7m).

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.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 company 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 Dealer Auction Limited (the ‘company’):

• give a true and fair view of the state of the company’s affairs as at 31 December 2025 and of the company’s loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102; and

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

We have audited the financial statements which comprise:

• the consolidated profit and loss account;

1. the consolidated and parent company balance sheets;

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

• the related notes 1 to 25.

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.

Responsibilities of directors

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.

Auditor’s responsibilities for the audit of the financial statements

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

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

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, and relevant internal specialists such as tax, regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

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.

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 their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

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

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

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

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

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

We have nothing to report in respect of these matters.

Use of our report

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

The 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.

Dealer Auction Limited is a private company limited by shares incorporated in England and Wales. 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 and to include investment properties and certain financial instruments 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• 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 truelosses of £1.1m (2024: £2.6m). At 31 December 2025 the Company is in a net current assets position of £7.8m (2024: net current liabilities £38.0m). Included within net assets is an intercompany cash pooling balance of £12.0m (2024: £12.7m).

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.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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

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

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 ten years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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.

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

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

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

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

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

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

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

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

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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 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.

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.

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

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

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

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

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

Their aggregate remuneration comprised:

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

The appointed directors that are not remunerated through this company are instead remunerated through a fellow group company and are not recharged back to this company.

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

The Company has an unprovided deferred tax of £nil (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.

On 10 March 2025, the Company paid the final dividend of £9m (£91.09 per share).

During the year, the following entities were dissolved:

• Auto Trader Autostock Limited - dissolved 4 November 2025

• Dealer Auctions (Operations) Limited - dissolved 1 November 2025

• Dealer Auction Services Limited - dissolved 1 November 2025

The disposal of the fixed asset investments relates to the dissolution of these entities through dividend distribution and intercompany loans waived.

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

Interest is receivable on amounts due from group undertakings and associates at a rate of 4%.

The group undertakings refer to Cox Automotive UK Limited and its subsidiary companies. Cox Automotive UK Limited owns 51% of the ordinary share capital 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. Interest is chargeable on amounts owed to associates at a rate of 4%.

The group undertakings refer to:

• Manheim Global Management UK Limited and its subsidiary companies. Manheim Global Management UK Limited owns 100% of the ordinary share capital of Cox Automotive UK Limited which in turn owns 51% of the ordinary share capital of the Company. Manheim Global Management UK Limited accounted for the Company as a subsidiary undertaking from 1 January 2021.

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 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 Company’s reserves are as follows:

The other reserves records the difference between the value of goodwill recorded in the Company post hive up and the value recorded on consolidation pre hive up.

The profit and loss reserve represents cumulative profits or losses.

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

On 16 March 2026, the Company declared and paid an interim dividend of £10.0m (£101.21 per share).

The remuneration of key management personnel is as follows.

The ultimate parent company and ultimate controlling party of Dealer Auction Limited 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 of Dealer Auction Limited is Cox Automotive UK 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, Crown Way, Cardiff CF14 3UZ, United Kingdom.

On review of the functional cost classifications, it was noted that a number of costs classified as Administrative expenses or Distribution costs are directly linked to sales volumes and activity. Previously, such costs were included in overheads, however given direct link to sales, management concluded appropriate classification is as Cost of sales.

There was no impact on net assets as a result of the restatement.