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REG - Auction Technology - Half-year Report

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RNS Number : 7289I  Auction Technology Group PLC  15 May 2025

AUCTION TECHNOLOGY GROUP PLC

 

INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2025

 

ROBUST FINANCIAL PERFORMANCE WITH STRATEGIC GROWTH INITIATIVES ON TRACK

 

London, United Kingdom, 15 May 2025 - Auction Technology Group plc ("ATG",
"the Company", "the Group") (LON: ATG), operator of world-leading marketplaces
for curated online auctions, today announces its unaudited financial results
for the six months ended 31 March 2025.

 

Financial results

 

                                           HY25     HY24     Movement
   Revenue                                 $89.0m   $86.0m   +3%
   Adjusted EBITDA(1)                      $38.5m   $35.7m   +8%
   Adjusted EBITDA margin %(1)             43%      42%      +1ppt
   Operating profit                        $15.0m   $10.5m   +43%
   Operating margin %                      17%      12%      +5ppt
   Adjusted diluted earnings per share(1)  19.0c    16.6c    +14%
   Basic earnings per share                5.7c     5.3c     +8%
   Adjusted net debt(1)                    $106.5m  $141.6m  -$35.1m
   Cash generated by operations            $38.3m   $27.6m   +39%

 

Financial highlights

·      Revenue up 3.4% to $89.0m, driven by strong uptake of value-added
services and stabilisation in Gross Merchandise Value(2) ("GMV"), with
marketplace revenue up 4%.

·      Adjusted EBITDA up 8% to $38.5m, with adjusted EBITDA margin of
43% up 1ppt, driven by revenue growth and lower administrative expenses.

·      Operating profit up 43% to $15.0m, driven by higher adjusted
EBITDA, lower share-based payments charge and no exceptional costs in the
period. Operating profit margin of 17% (HY24: 12%).

·      Adjusted diluted earnings per share of 19.0c, up 14% driven by
the increase in adjusted EBITDA and lower net finance costs due to a reduced
debt balance and a lower effective interest rate; basic earnings per share of
5.7c compared to 5.3c in HY24.

·      Strong cash generated by operations of $38.3m (HY24: $27.6m).
Adjusted net debt/adjusted EBITDA ratio of 1.3x, down from 1.4x at FY24 year
end.

·      $40m share repurchase programme launched.

 

Operational highlights

·      Stabilised GMV: GMV (excluding real estate) of $1.7bn, up 1%,
primarily driven by continued stabilisation in I&C end markets and a small
improvement in the A&A sector. Group conversion rate(2) (excluding real
estate) was broadly flat at 25%. Positive GMV especially noteworthy against
the current macro backdrop.

·      Take rate expansion: Group take rate(2) (excluding real estate)
up 0.1ppt to 4.6%, driven by continued growth in all three value-added
services (auctioneer paid-for digital marketing, "atgAMP", shipping, "atgShip"
and payments, "atgPay"). Value-added services revenue up 14%.

·      Executed on strategic initiatives: Strong execution against all
product and operational initiatives including release of single-upload feature
on cross-listing solution, "atgXL", in March. Promising initial results from
investments to improve the bidder experience.

·      Proactive and disciplined capital allocation: Successful debt
refinance, resulting in reduced debt costs and enhanced financial flexibility.
Commencement of share repurchase programme.

·      Strengthened leadership team: Added depth and experience with
appointment of two new executives and two new non-executive directors, with
skills required to enhance ATG's ability to deliver the next stage of growth.

 

John-Paul Savant, Chief Executive Officer of Auction Technology Group plc,
said:

"ATG delivered a robust first half performance and made good progress on
strategic initiatives, despite the challenging macroeconomic backdrop. For
auctioneers, we are making it easier to engage with more relevant bidders
through atgAMP, whilst also helping them to sell more, with less effort,
through atgXL. We are also making it easier for bidders to buy unique curated
auction items on our marketplaces through the expansion of atgShip, as well as
through investments to improve search and discovery."

 

"The momentum behind these strategic programmes, along with our increasingly
diversified revenue base, positions us well to navigate ongoing market
uncertainty. What's more, these investments strengthen the virtuous circle and
network effects of our platform, further cementing our leading position. The
successful refinancing of our debt facilities in February underlines our
financial flexibility to pursue both organic and inorganic growth
opportunities as they arise."

 

Current trading and outlook

Trading during the first five months of FY25 was strong. Activity levels
slowed in March due to uncertainty in our underlying markets as trade buyers
and consumers paused some activity to take stock of the global macroeconomic
volatility. Trading subsequently stabilised in April.

 

The evolving macroeconomic and geopolitical landscape, along with US tariffs,
may create both tailwinds and headwinds for ATG, making the near future
difficult to predict. Multiple factors indicate a potential rise in the demand
for and price of used I&C assets. Conversely, a slower growth environment
may have a modest impact on the demand for mid-to-lower priced vintage A&A
items.

 

During the HY25 period, ATG has executed well on all the product, commercial,
and operational initiatives set out at FY24 results, which has been
demonstrated by both the strong value-added services growth and revenue
growing ahead of the market.  We maintain our full year guidance for revenue
growth in the range of 4-6% and for adjusted EBITDA margin of between 45% to
46%, and will both monitor and adapt to the underlying markets as
uncertainties are resolved.

 

Webcast presentation

There will be a webcast presentation this morning at 9.30am.  Please contact
ATG@teneo.com (mailto:ATG@teneo.com) if you would like to attend.

 

For further information, please contact:

 ATG
 For investor enquiries                          rebeccaedelman@auctiontechnologygroup.com
                                                 (mailto:rebeccaedelman@auctiontechnologygroup.com)
 For media enquiries                             press@auctiontechnologygroup.com (mailto:press@auctiontechnologygroup.com)

 Deutsche Numis                                  +44 207 260 1000
 (Joint corporate broker to ATG)
 Nick Westlake, William Baunton, Tejas Padalkar

 J.P. Morgan Cazenove                            +44 207 742 4000
 (Joint corporate broker to ATG)
 Bill Hutchings, James Summer, Will Vanderspar

 Teneo Communications                            +44 207 353 4200
 (Public relations advisor to ATG)               ATG@teneo.com (mailto:ATG@teneo.com)
 Tom Murray, Matt Low, Arthur Rogers

 

About Auction Technology Group plc

Auction Technology Group plc ("ATG") is the operator of world-leading
marketplaces and auction services for curated online auctions, seamlessly
connecting bidders from around the world to approximately 4,000 trusted
auction houses across two major sectors: Industrial & Commercial
("I&C") and Arts & Antiques ("A&A").

 

The Group powers eight online marketplaces and listing sites using its
proprietary auction platform technology, hosting in excess of 88,000 live and
timed auctions each year and facilitating the sale of approximately 24 million
secondary goods items. ATG has offices in the UK, North America, Germany and
Mexico.

 

CAUTIONARY STATEMENT The announcement may contain forward-looking statements.
These statements may relate to (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses or future prospects, and (ii) developments,
expansion or business and management strategies of the Company.
Forward-looking statements are identified by the use of such terms as
"believe", "could", "should", "envisage", "anticipate", "aim", "estimate",
"potential", "intend", "may", "plan", "will" or variations or similar
expressions, or the negative thereof. Any forward-looking statements contained
in this announcement are based on current expectations and are subject to
known and unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by those statements. If one
or more of these risks or uncertainties materialise, or if underlying
assumptions prove incorrect, the Company's actual results may vary materially
from those expected, estimated or projected. No representation or warranty is
made that any forward-looking statement will come to pass. Any forward-looking
statements speak only as at the date of this announcement. The Company and its
directors expressly disclaim any obligation or undertaking to publicly release
any update or revisions to any forward-looking statements contained in this
announcement to reflect any change in events, conditions or circumstances on
which any such statements are based after the time they are made, other than
in accordance with its legal or regulatory obligations (including under the UK
Listing Rules and the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority). Nothing in this announcement shall exclude any
liability under applicable laws that cannot be excluded in accordance with
such laws.

LEI Number: 213800U8Q9K2XI3WRE39

 

 

1.     The Group provides alternative performance measures ("APMs") which
are not defined or specified under the requirements of UK-adopted
International Accounting Standards. We believe these APMs provide readers with
important additional information on our business and aid comparability. We
have included a comprehensive list of the APMs in note 3 to the Condensed
Consolidated Interim Financial Statements, with definitions, an explanation of
how they are calculated, why we use them and how they can be reconciled to a
statutory measure where relevant.

2.     Refer to glossary for full definition of the terms.  KPIs have
been updated to exclude real estate, given the distortive nature of volatile,
low take rate real estate auctions. HY25 GMV including real estate for was
$1.7bn, the conversion rate was 26% and the take rate including real estate
was 4.5%.

 

 

CEO REVIEW

 

ATG delivered a solid first-half performance, marked by revenue growth in line
with our guidance, strong execution against product and operational
initiatives and a strengthened financial position. Revenue growth was
primarily driven by the strong performance of value-added services, with
revenues up 14%, alongside modest growth in commission revenue. The continued
growth of value-added services highlights ATG's opportunity to grow revenue
per transaction, whilst also demonstrating the crucial role that these
services play in increasing revenue for auctioneers as well as enhancing the
online experience for bidders.

 

Given the previously flagged distortive nature of volatile, low-take-rate real
estate auctions, for FY25 onwards we are excluding real estate from headline
KPIs(1). In the first half of FY25, GMV across the Group stabilised,
increasing 1% to $1.7bn. In I&C, GMV grew 2% supported by more stable used
asset prices post the normalisation in the prior year and steady auction
activity levels. As expected, the A&A market remained soft, with GMV down
1%, although this was a small improvement relative to the trend in FY24. The
Group's conversion rate was broadly flat at 25%, with year-on-year movements
impacted by changes in the asset mix listed across our marketplaces, including
a higher proportion of lots listed that typically achieve lower conversion
rates.

 

Making it easier for auctioneers to reach bidders

In HY25, ATG made good progress against all product and operational
initiatives to connect buyers and sellers on our marketplaces more
effectively. On the auctioneer side, we made it easier for auctioneers to
target bidders, boost engagement and get the highest value for their lots,
through atgAMP and atgXL.

 

For atgAMP, we focused on maximising the value of our extensive portfolio of
marketing assets by repackaging assets into compelling tiered offers for
auction houses. This included discounted entry-level packages for new
auctioneers, as well as 'expansion' packages on Proxibid that enable
auctioneers to promote their sales across multiple ATG platforms and on our
network of partner sites through the atg Partner Network. We also extended the
network, welcoming a new partner site in both A&A and I&C, providing
additional streams of one-way traffic. Average marketing spend per auctioneer
increased significantly in HY25, including by 27% on Proxibid and 17% on
Bidspotter.com, whilst spend per campaign also increased across the majority
of marketplaces. In the second half, we are promoting these packages,
launching new video and mobile advertising options, as well as updating
pricing on selected products.

 

The development and roll out of atgXL, our cross-listing solution, also
progressed well. We launched a single-upload feature in March, at the end of
the period, which allows an auctioneer to seamlessly manage and upload their
auction catalogue from a single seller portal and then list that inventory
across multiple ATG marketplaces and on an ATG white label. Following the
launch of the single-upload feature, adoption of atgXL accelerated
significantly, with GMV cross-listed in March more than doubling the average
monthly run rate of the prior five months. Auctioneer uptake was supported by
sustained strong asset price uplifts from cross-listing, averaging at around
10%. atgXL also sets the ATG white label apart as the only solution that
allows auctioneers to maintain their own brand identity while tapping into the
broader bidder base of an aggregator marketplace for timed auctions. In the
second half, we are focused on ramping atgXL supported by the single-upload
feature, as well as growing ATG white label, including through extending the
product offering with the launch of atgXL for live auctions.

 

Enhancing the bidder experience

On the bidder side, we improved the user experience through the expansion of
atgShip. atgShip grew strongly supported by the launch of an "eLabel"
solution, which enables auctioneers to package items in house, creating a
lower priced shipping option which is available for a higher amount of auction
inventory. Over 500 auctioneers were onboarded on atgShip by the end of March,
with over 30% of US listed items eligible for shipping and over 4,500 lots
shipped through atgShip in March. Given still relatively low penetration
rates, as well as the introduction of a shipping mandate in April which
requires US based auctioneers to offer atgShip as a delivery solution, we see
a strong runway for shipping revenue in the medium term. atgPay continued to
deliver growth in HY25, underpinned by gradually increasing adoption, with
atgPay processing 65% of US Gross Transaction Value on LiveAuctioneers in the
half.

 

We invested to make it easier for casual browsers of online auctions to become
active buyers. On LiveAuctioneers, this has included an easier bidding
onboarding process, which significantly increased the auction registration
rate for new joiners, as well as testing the automatic approval of trusted
bidders earlier in the bid process, resulting in a 10% increase in bids placed
during the trial period. We tested a new recommendation model, that resulted
in an over 60% increase in click throughs from expired lot pages to relevant
lot listings, as well as developed ways to improve the visibility of user's
saved searches on the marketplaces, since we know customers who use the search
feature have a significantly higher chance of placing a bid. We are also in
the early stages of developing AI models that will automate the prediction of
lot categories and corresponding attributes for auctioneers during the auction
set up process, and therefore also help to significantly improve the search
experience for bidders.

 

Successful refinancing and share repurchase programme

In February, we successfully refinanced our Senior Term Loan and Revolving
Credit Facility ("RCF") and entered a new $200m RCF with a syndicate of five
leading banks. The refinancing has strengthened our capital structure,
enhanced our financial flexibility and extended the maturity of our debt,
whilst also securing more cost-efficient funding with the new facility priced
at a lower rate. In March we launched our inaugural share repurchase programme
for up to a maximum amount of $40m. The programme is one of three pillars of
our capital allocation policy which prioritises enhancing growth of the
business, both organically and through select inorganic opportunities as they
arise, whilst maintaining an appropriate level of liquidity headroom and
returning excess capital to shareholders where appropriate.

 

Leadership appointments to support growth

Following the announcement made in October 2024, Tom Hargreaves left ATG at
the end of February 2025. I would like to reiterate my thanks to Tom for his
extensive contributions during his eight years at ATG and wish him the best in
the next phase of his career. I also very much look forward to welcoming Sarah
Highfield who joins ATG as CFO today. Sarah has over 15 years of listed and
private company experience as Chief Financial Officer, Chief Executive and in
other senior financial leadership positions, as well as having significant
non-executive experience. I am also delighted to welcome Lakshimi
Duraivenkatesh as our new CTO who joined ATG in April. Lakshimi brings
extensive experience in two-sided marketplaces having been at eBay for 19
years. I was also pleased to welcome both Andrew Miller and Sejal Amin to the
Board of ATG with both Andrew and Sejal providing extensive experience in
running finance and technology organisations respectively in two-sided
marketplaces. Finally, I would like to thank Morgan Siegler, who resigned from
the Board in December 2024 following the share sale by TA Associates, for his
partnership and for his significant contributions to ATG as a Board member.
With key leadership positions now recruited for, we are well placed to deliver
the next stage of growth together, capitalising on the leadership team's
in-depth industry knowledge and technical expertise.

 

Summary

In summary, our investments in shipping, digital marketing, cross-listing, and
more recently in search and discovery, all significantly simplify the auction
process for auctioneers - helping them run auctions more efficiently and
maximize their returns. At the same time, they enhance the bidder experience
by making it easier to find relevant inventory, place bids, complete payments,
and receive unique secondary items. In the second half, we will continue to
execute on these initiatives, helping to drive GMV and enhance our market
positioning. Therefore, while the macroeconomic backdrop is volatile and
uncertain, ATG remains well positioned with good momentum from each of our
strategic programmes.

 

 

John-Paul Savant

Chief Executive Officer

 

(1) A reconciliation of KPIs for I&C including real estate can be found in
the Financial Review.

 

 

FINANCIAL REVIEW

 

Group presentation of results

The financial results for HY25 are presented for the six months ended 31 March
2025.

 

Revenue

                                          HY25  HY24  Movement   Movement

                                          $m    $m    Reported   Organic
 Arts & Antiques ("A&A")                  46.2  44.6  4%         4%
 Industrial & Commercial ("I&C")          37.0  35.2  5%         5%
 Total marketplace                        83.2  79.8  4%         4%
 Auction Services                         4.0   4.4   (9)%       (9)%
 Content                                  1.8   1.8   0%         (5)%
 Total                                    89.0  86.0  3%         3%

 

Group

Group revenue increased 3.4% year-on-year to $89.0m, driven by 4% growth in
marketplace revenue. On a constant currency basis, revenue also grew 3.2%.
Marketplace revenue was driven by the growth in value-added services revenue
in both A&A and I&C resulting in a 0.1ppt expansion of the Group take
rate to 4.6%. The recovery in GMV also supported revenue growth with
commission revenue up 1% year-on-year. As expected, growth was partially
offset by declines in Auction Services. Revenue growth was stronger in the
first five months of FY25, with some deceleration in activity in March largely
impacted by global macroeconomic volatility.

 

Arts & Antiques

A&A revenue increased 4% to $46.2m, driven by continued growth in all
three value-added services which resulted in a 0.3ppt increase in the take
rate (excluding ESN) to 9.8% as well as growth from EstateSales.NET ("ESN").
As expected, value-added services growth offset continued softness in A&A
GMV, with GMV down 1% to $0.4bn, although this was an improving trend relative
to the prior year. A&A THV grew 3% to $2.9bn, however, consistent with
previous trends, growth was driven by assets listed on our sites which
typically have lower conversion rates. As a result, the mix of assets listed
had a dilutive impact on the A&A conversion rate which declined by less
than 1 ppt to 14%. ESN continued to perform well driven by a robust estate
sales end market as well as continued progress on other strategic initiatives
including cross-listing.

 

Industrial & Commercial

I&C revenue increased 5% to $37.0m, driven by the recovery in I&C GMV,
with GMV(2) up 2% to $1.3bn as well as the continued growth in value-added
services. GMV growth was driven by stable auction activity as well as the
stabilisation of used asset prices in many categories. Reflecting the improved
end market, I&C THV(2) increased 3% to $3.7bn, whilst the conversion
rate(2) was broadly flat at 34%, with an impact year-on-year from the mix of
assets listed on our marketplaces. A decrease in real estate auctions, which
tend to be volatile in nature, was a headwind to I&C revenue. Value-added
services growth remained strong, contributing to the expansion in the I&C
take rate(2) which increased 0.1ppt to 2.9%.

 

Auction Services

Auction Services revenue of $4.0m declined 9%, driven by the impact from our
strategic decision to focus on our marketplace integrated cross-listing
product, resulting in the cessation of new customer additions to our
stand-alone white label product, whilst also resulting in the churn from a
limited number of international customers in Auction Services who do not use
our marketplaces. Performance of the Auction Services business was slightly
ahead of our expectations following the strategic repositioning of the
business in FY24.

 

Content

Content revenue was flat at $1.8m, or down 5% at constant currency as
expected, driven by declining print advertising volumes.

 

Financial performance

                                                                          HY25    HY24    Movement

                                                                          $m      $m
 Revenue                                                                  89.0    86.0    +3%
 Cost of sales                                                            (30.9)  (28.1)  +10%
 Gross profit                                                             58.1    57.9    0%
 Administrative expenses                                                  (42.4)  (45.5)  (7)%
 Net impairment loss on trade receivables and contract assets             (0.7)   (1.9)   (63)%
 Operating profit                                                         15.0    10.5    43%
 Adjusted EBITDA (as defined in note 3)                                   38.5    35.7    8%
 Finance income                                                           0.2     0.2     0%
 Finance cost                                                             (6.3)   (7.6)   (17)%
 Net finance costs                                                        (6.1)   (7.4)   (18)%
 Profit before tax                                                        8.9     3.1     187%
 Income tax (expense)/ credit                                             (1.9)   3.4     (156)%
 Profit for the period attributable to the equity holders of the Company  7.0     6.5     8%

 

Operating profit

The Group reported an operating profit of $15.0m compared to $10.5m in the
prior period, driven by an increase in revenue and lower administrative
expenses, which partly offset higher cost of sales.

 

Gross profit was broadly flat year-on-year at $58.1m, with the gross margin
down 2ppt, as growth in higher-margin marketing and commission revenue was
offset by an increase in the internally generated software amortisation charge
and an increase in payroll costs.

 

Administrative expenses decreased by $3.1m to $42.4m driven by a lower
share-based payment expense of $2.8m (HY24: $4.6m) partly related to changes
to Senior Management, as well as benefiting from no operating exceptional
costs in the half (HY24: $0.8m). Amortisation of acquired intangible assets of
$16.1m was in line with the prior year (HY24: $16.1m). Excluding the impact
from amortisation of acquired assets, share-based payments and exceptional
costs, administrative expenses of $23.5m were $0.4m lower than the prior
period due to lower marketing costs and one-off costs in HY24, which offset
the impact of higher performance related payments in HY25. Operating profit
also benefited from a $1.2m decrease in level of expected credit losses, which
largely related to the strategic refocus in the Auction Services segment in
the prior year.

 

Adjusted EBITDA

Adjusted EBITDA definitions and reconciliations to the reported results are
presented in note 3 of the Condensed Consolidated Interim Financial
Statements.

 

Adjusted EBITDA increased from $35.7m in HY24 to $38.5m driven by revenue
growth and an improvement in the adjusted EBITDA margin by 1ppt to 43%. The
improvement in the adjusted EBITDA margin was due to revenue growth as well as
lower administrative costs year-on-year, excluding items not included in our
adjusted EBITDA definition.

 

Net finance costs

Net finance costs of $6.1m compared to $7.4m in HY24. Finance costs include
$1.0m of exceptional costs related to the refinancing of our Senior Loan
Facility as well a $0.4m non-cash foreign exchange loss related to intergroup
balances (HY24: $0.6m loss). Excluding these impacts, finance costs decreased
by $2.0m to $4.9m benefiting from a lower effective interest rate of 7% (HY24:
8%) driven by a c.1ppt reduction in the Secured Overnight Financing Rate
("SOFR"), a lower applicable margin and a lower average loan balance
year-on-year. In the half, the Group repaid $9.0m of the old Senior Term
Facility in December, before repaying the entire facility in February 2025 and
then entering into the New Senior Facilities Agreement (the "SFA 2029") which
comprises a multi-currency revolving credit facility ("the RCF") for $200m. In
the period $119.6m was drawn on the RCF. Further details of the refinance are
included in the cash flow and net debt section of this review and in note 11
of the Condensed Consolidated Interim Financial Statements. Other finance
costs of $0.3m (HY24: $0.6m) include non-exceptional commitment fees and loan
origination amortisation on our old Senior Facility as well as the impact from
a movement in the deferred consideration in the prior year. Finance income of
$0.2m primarily relates to interest income in the year (HY24: $0.2m).

 

 

Profit before tax

After the impact of lower net finance costs year-on-year, the Group reported a
profit before tax of $8.9m (HY24: $3.1m).

 

Taxation

The overall tax expense for the period was $1.9m (HY24: $3.4m tax credit) and
is based on tax on profit offset by adjustments including a prior year tax
adjustment for a refund due. In HY24, tax on profit was offset by a $2.9m
deferred tax credit on unrealised foreign exchange differences and a $1.2m
credit from foreign exchange differences on US dollar denominated intra-group
balances which are not taxable for US tax purposes. The intra-group loan which
gave rise to the foreign exchange differences was redenominated at the end of
FY24, and therefore from this date there is no longer any foreign exchange
exposure on this loan or associated impact to the tax charge. The Group's
effective tax rate for HY25 of 21% (HY24: 109%) is lower than the UK tax rate
due to the prior year adjustment credit.

 

The tax rate on adjusted earnings of 19% (HY24: 19%) reflects the UK corporate
tax rate of 25%, our primary tax jurisdiction, and includes the benefit of
deductible goodwill. The Group is committed to paying its fair share of tax
and manages tax matters in line with the Group's Tax Strategy, which is
approved by the Board and is published on our website
www.auctiontechnologygroup.com (http://www.auctiontechnologygroup.com) .

 

Earnings per share and adjusted earnings per share

Basic and diluted earnings per share was 5.7c compared to 5.3c in HY24, as the
increase in profit before tax was partially offset by a tax expense compared
to a tax credit in HY24. The weighted average number of shares in issue during
the period, excluding Treasury shares was 123.1m (HY24: 122.6m shares), with
the increase year-on-year driven by the impact of vested equity incentive
awards, partially offset by an inaugural share repurchase programme which
commenced on 4 March 2025. In the half, the Group repurchased 999,082 shares
which are held as Treasury shares.

 

Adjusted diluted earnings per share was 19.0c compared to 16.6c in HY24 and is
based on profit after tax adjusted to exclude share-based payment expense,
exceptional items (operating and finance costs), amortisation of acquired
intangible assets and any related tax effects. The increase year-on-year is
largely due to the increase in adjusted EBITDA, lower net finance costs and a
broadly flat effective tax rate, partially offset by an increase in the
weighted average number of ordinary shares and dilutive options (diluted
weighted average shares 124.3m, HY24: 123.6m). A reconciliation of the Group's
diluted earnings per share to adjusted diluted earnings per share is set out
in note 3.

 

Foreign currency impact

The Group's reported performance is sensitive to movements in both the pound
sterling and the euro against the US dollar with a mix of revenues included in
the table below.

 

  Revenue        HY25    HY24

                 $m      $m
 United Kingdom  13.1    12.7
 USA             72.9    70.5
 Germany         3.0     2.8
 Total           89.0    86.0

 

The average HY25 exchange rate of US dollar against the pound weakened by 1.6%
and strengthened by 1.9% against the euro compared to HY24, as shown in the
table below.

 

                 Average rate                Closing rate
                 HY25  HY24  Movement  FY24  HY25  HY24  Movement  FY24
 Pound Sterling  1.27  1.25  1.6%      1.27  1.29  1.26  2.4%      1.34
 Euro            1.06  1.08  (1.9)%    1.09  1.09  1.08  0.9%      1.12

 

The weakening of the US dollar against the pound sterling over the six months
has given rise to a gain of $0.8m on assets held and $4.0m on the external
dollar loan. A net loss of $4.8m has been recognised in the foreign currency
reserve.

 

Statement of financial position

Overall net assets as at 31 March 2025 decreased by $0.7m to $678.7m since 30
September 2024. Total assets decreased by $9.3m, driven by the amortisation of
intangible assets of $20.1m and a $4.2m decrease in goodwill due to foreign
exchange movements, partially offset by additions to internally developed
software of $5.7m, a $4.1m increase in cash and cash equivalents held for the
share repurchase programme which began in March 2025 and a $3.3m increase in a
current tax asset, which includes a refund of $1.9m treated as a prior year
adjustment credit. On 31 March 2025, management undertook an impairment
indicator test and determined a full impairment assessment should be performed
for the Auction Services cash generating unit. Based on the assessment it was
concluded that no impairment was required as at 31 March 2025, however, the
Auction Services cash generating units had limited headroom and was sensitive
to a movement in any one of the key assumptions. Refer to note 9 for further
details.

 

Total liabilities decreased by $8.6m to $167.8m, primarily due to the
refinancing resulting in a reduction in loans and borrowings of $4.1m, a
decrease in deferred tax liabilities of $3.9m largely driven by the unwind of
the capitalised intangible assets and an increase in US tax losses.

 

Cash flow and adjusted net debt

The Group generated $38.3m cash from operations, an increase from the prior
period (HY24: $27.7m), driven by revenue growth, lower administrative expenses
and a negligible movement in working capital. In line with our guidance,
expenditure on additions to internally generated software increased from $5.0m
in HY24 to $5.7m and largely related to investment in atgXL and our technology
platform consolidation. Cash expenditure on interest and tax payments totalled
$17.8m (HY24: $15.1m).

 

On 17 February 2025, the Group announced that it had successfully completed
the refinancing of its Senior Term Loan and Revolving Credit Facilities and
entered a new $200m RCF with a syndicate of five banks. The new facility has a
four-year term, with a one-year extension option, and replaced the previous
facilities which were due to mature in 2026. The refinancing enhances the
Group's financial flexibility and extends the maturity of its debt. The new
facility is initially priced at a margin of 200bps over the SOFR, which
represents a reduction compared to the previous facilities. The Group repaid
$122.6m and received proceeds of $119.6m on loans and borrowings in the half.
The refinancing incurred an exceptional cash cost of $2.3m comprised of the
arrangement fee and advisor costs, which will be amortised over a four-year
period.

 

On 4 March 2025, the Group commenced the share repurchase programme of its
ordinary shares of 0.01 pence each up to a maximum aggregate consideration of
$40m. The programme is to be executed during the period from March 2025 until
the date of the Company's next Annual General Meeting, expected to be held in
January 2026. The Company's capital allocation policy prioritises enhancing
growth of the business, both organically and through select inorganic
opportunities as they arise, whilst maintaining an appropriate level of
liquidity headroom and returning excess capital to shareholders where
appropriate. The cash expense on the share repurchase programme was $7.6m in
HY25.

 

As a result of the cash generation, refinancing and share repurchase
programme, adjusted net debt as at 31 March 2025 was $106.5m, down from
$114.7m as at 30 September 2024. As at 31 March 2025, the Group had cash and
cash equivalents excluding restricted cash of $10.9m and borrowings of $117.4m
(31 March 2024: cash and cash equivalents excluding restricted cash $5.6m and
borrowings of $147.2m). The adjusted net debt/adjusted EBITDA ratio was 1.3x
as at 31 March 2025 versus 1.4x as at 30 September 2024.

 

The Group's adjusted free cash flow was $32.5m (HY24: $27.7m) and had a
conversion rate of 84% (HY24: 77%). The increase in the adjusted free cash
flow conversion reflects higher cash generated from operations, offset by a
slightly higher spend on additions to internally generated software.

 

 Reconciliation of cash generated from operations to adjusted free cash flow  HY25   HY24

$m
$m

 Cash generated from operations                                               38.3   27.6
 Adjustments for:
 Exceptional operating items                                                  -      0.8
 Working capital from exceptional and other items                             -      4.4
 Additions to internally generated software                                   (5.7)  (5.0)
 Additions to property, plant & equipment                                     (0.2)  (0.2)
 Adjusted free cash flow                                                      32.5   27.7
 Adjusted free cash flow conversion                                           84%    77%

 

Reconciliation of adjusted EBITDA to adjusted free cash flow

                                                             HY25   HY24

$m
$m
 Adjusted EBITDA                                             38.5   35.7
 Movement in working capital                                 (0.1)  (7.2)
 Add back: working capital from exceptional and other items  -      4.4
 Adjusted cash from operations                               38.4   32.9
 Additions to internally generated software                  (5.7)  (5.0)
 Additions to property, plant & equipment                    (0.2)  (0.2)
 Adjusted free cash flow                                     32.5   27.7
 Adjusted free cash flow conversion                          84%    77%

 

Risk and uncertainties

The Board retains ultimate responsibility for the Group's Risk Management
Framework and continues to undertake ongoing monitoring to review the
effectiveness of the Framework and ensure the principal risks of the Group are
being appropriately mitigated in line with its risk appetite. The principal
risks and uncertainties which could impact the Group for the remainder of the
current financial year remain those detailed on pages 38 to 40 of the 2024
Annual Report available at www.auctiontechnologygroup.com.

 

A summary of the risks is included as follows:

1.     IT infrastructure - stability and business continuity of auction
platforms

2.     Product - inability to keep pace with innovation and changes

3.     Cyber threat and data security

4.     Competition

5.     Failure to deliver expected benefits from acquisitions and/or
integrate the business into the Group effectively

6.     Attracting and retaining skills/capabilities and succession
planning

7.     Regulatory compliance

8.     Governance and internal control

9.     Economic and geo-political uncertainty

 

The Directors note that the global geopolitical outlook suggests continuing
potential for short-term volatility and instability across markets. A number
of these risks and uncertainties could have an impact on the Group's
performance over the remaining six months of the financial year and could
cause actual results to differ from expected and historical results.

 

Post balance sheet events

There were no post balance sheet events.

 

Related parties

Related party disclosures are detailed in note 14.

 

Going concern

In assessing the appropriateness of the going concern assumption, the
Directors have considered the ability of the Group to meet the debt covenants
and maintain adequate liquidity through the forecast period. The Group's
forecasts and projections, taking account of reasonably possible changes in
trading performance, show that the Group is able to operate comfortably within
the level of its current facilities and meet its debt covenant obligations.
For further details see note 1.

 

Sensitivities have been modelled to understand the impact of the various risks
outlined above on the Group's performance and the Group's debt covenants/cash
headroom, including consideration of a reasonable downside scenario. Given the
current demand for services across the Group at the date of this report, the
assumptions in these sensitivities, when taking into account the factors set
out above, are considered to be unlikely to lead to a debt covenant breach or
liquidity issues under both scenarios.

 

After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence until at
least 30 June 2026 and therefore it remains appropriate to continue to adopt
the going concern basis in preparing the financial information.

 

 

John-Paul Savant

Chief Executive Officer

 

(2)I&C GMV including real estate decreased 13% to $1.3bn. I&C THV
including real estate decreased 4% to $3.8bn. I&C conversion rate
including real estate decreased 4ppt to 34% and I&C take rate including
real estate increased 0.5ppt to 2.9%.

 

 

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive
Income or Loss

for the six months ended 31 March 2025

 

                                                                               Note  Unaudited    Restated((1))  Audited

Year
                                                                                     six months   Unaudited

              ended
                                                                                     ended        six months

              30 September
                                                                                     31 March     ended

              2024
                                                                                     2025         31 March

              $000
                                                                                     $000         2024

                                                                                                  $000
 Revenue                                                                       4,5   88,955       86,022         174,148
 Cost of sales                                                                       (30,900)     (28,128)       (56,924)
 Gross profit                                                                        58,055       57,894         117,224
 Administrative expenses                                                             (42,358)     (45,515)       (82,596)
 Net impairment loss on trade receivables and contract assets                        (695)        (1,867)        (2,224)
 Other operating income                                                              4            12             24
 Operating profit                                                              4     15,006       10,524         32,428
 Finance income                                                                6     174          148            258
 Finance cost                                                                  6     (6,279)      (7,562)        (14,303)
 Net finance costs                                                             6     (6,105)      (7,414)        (14,045)
 Profit before tax                                                             4     8,901        3,110          18,383
 Income tax                                                                    7     (1,855)      3,392          5,809
 Profit for the period attributable to the equity holders of the Company             7,046        6,502          24,192

 Other comprehensive income for the period attributable to the equity holders
 of the Company
 Items that may subsequently be transferred to profit and loss:
 Foreign exchange differences on translation of foreign operations                   (767)        115            944
 Fair value (loss)/gain arising on hedging instruments during the period             (4,007)      5,187          13,019
 Tax relating to these items                                                         1,002        (1,296)        (3,255)
 Other comprehensive (loss)/income for the period, net of tax                        (3,772)      4,006          10,708
 Total comprehensive income for the period attributable to the equity holders        3,274        10,508         34,900
 of the Company

 Earnings per share                                                                  cents        cents          cents
 Basic                                                                         8     5.7          5.3            19.7
 Diluted                                                                       8     5.7          5.3            19.5

((1)) The HY24 comparatives have been restated to separate net impairment loss
on trade receivables and contract assets from administrative expenses, as
detailed in note 1.

 

The above results are derived from continuing operations.

 

 

Condensed Consolidated Statement of Financial Position

as at 31 March 2025

 

                                       Note  Unaudited  Restated((1) (2))  Restated((1))  Restated((1))

                                             31 March   Unaudited          Audited        Audited

                                              2025      31 March           30 September   1 October

                                             $000       2024               2024           2023

                                                        $000               $000           $000
 Assets
 Non-current assets
 Goodwill                              9     576,645    573,553            580,829        569,412
 Other intangible assets               9     228,924    256,745            244,274        269,729
 Property, plant and equipment               777        883                827            874
 Right of use assets                         2,212      3,524              2,699          3,941
 Trade and other receivables                 342        696                1,427          138
 Total non-current assets                    808,900    835,401            830,056        844,094
 Current assets
 Trade and other receivables                 20,239     18,617             17,423         19,965
 Contract assets                             3,212      1,565              1,499          1,856
 Tax asset                                   3,304      1,175              -              124
 Cash and cash equivalents             10    10,878     5,606              6,826          10,416
 Total current assets                        37,633     26,963             25,748         32,361
 Total assets                                846,533    862,364            855,804        876,455
 Liabilities
 Non-current liabilities
 Loans and borrowings                  11    (117,294)  (123,231)          (98,530)       (132,923)
 Tax liabilities                             -          (1,037)            -              (976)
 Lease liabilities                           (2,005)    (2,908)            (2,549)        (3,240)
 Deferred tax liabilities              12    (29,990)   (41,754)           (33,857)       (48,130)
 Total non-current liabilities               (149,289)  (168,930)          (134,936)      (185,269)
 Current liabilities
 Trade and other payables                    (15,421)   (12,197)           (11,491)       (30,343)
 Contract liabilities                        (1,466)    (1,737)            (1,639)        (1,851)
 Loans and borrowings                  11    (95)       (23,944)           (22,953)       (15,688)
 Tax liabilities                             (585)      (736)              (4,483)        (3,779)
 Lease liabilities                           (968)      (767)              (886)          (731)
 Total current liabilities                   (18,535)   (39,381)           (41,452)       (52,392)
 Total liabilities                           (167,824)  (208,311)          (176,388)      (237,661)
 Net assets                                  678,709    654,053            679,416        638,794
 Equity
 Share capital                         13    17         17                 17             17
 Share premium                         13    334,967    334,458            334,463        334,458
 Other reserve                         13    330,310    330,310            330,310        330,310
 Treasury shares                       13    (7,563)    -                  -              -
 Capital redemption reserve                  7          7                  7              7
 Share option reserve                        25,568     30,497             31,418         32,683
 Foreign currency translation reserve        (33,636)   (37,523)           (28,862)       (42,825)
 Retained earnings/(losses)                  29,039     (3,713)            12,063         (15,856)
 Total equity                                678,709    654,053            679,416        638,794

((1)) The reported comparatives have been restated to reflect a prior year
misstatement in relation to deferred tax and goodwill arising from the
LiveAuctioneers acquisition on 1 October 2021. Full details are provided in
note 1.

((2)) The HY24 comparatives have been restated to separately disclose contract
assets and contract liabilities to be in line with reported results for the
year ended 30 September 2024, as detailed in note 1.

 

 

Condensed Consolidated Statement of Changes in Equity

for the six months ended 31 March 2025

 

                                                            Share capital  Share premium  Other reserve  Treasury shares  Capital      Share option reserve  Foreign currency translation reserve  Retained earnings/(losses)  Total

                                                            $000           $000           $000           $000             redemption   $000                  $000                                  $000                        equity

                                                                                                                          reserve                                                                                              $000

                                                                                                                          $000
 1 October 2023                                             17             334,458        330,310        -                7            32,683                (42,825)                              (8,195)                     646,455
 Adjustment(1)                                              -              -              -              -                -            -                     -                                     (7,661)                     (7,661)
 1 October 2023 (restated see note 1)                       17             334,458        330,310        -                7            32,683                (42,825)                              (15,856)                    638,794
 Profit for the year                                        -              -              -              -                -            -                     -                                     24,192                      24,192
 Other comprehensive income/(loss)                          -              -              -              -                -            -                     13,963                                (3,255)                     10,708
 Total comprehensive income for the year                    -              -              -              -                -            -                     13,963                                20,937                      34,900
 Transactions with owners:
 Shares issued                                              -              5              -              -                -            -                     -                                     -                           5
 Share-based payments                                       -              -              -              -                -            (1,265)               -                                     7,665                       6,400
 Tax relating to items taken directly to equity (restated)  -              -              -              -                -            -                     -                                     (683)                       (683)
 30 September 2024 (restated see note 1)                    17             334,463        330,310        -                7            31,418                (28,862)                              12,063                      679,416
 Profit for the period                                      -              -              -              -                -            -                     -                                     7,046                       7,046
 Other comprehensive (loss)/income                          -              -              -              -                -            -                     (4,774)                               1,002                       (3,772)
 Total comprehensive (loss)/income for the period           -              -              -              -                -            -                     (4,774)                               8,048                       3,274
 Transactions with owners:
 Shares issued                                              -              504            -              -                -            -                     -                                     -                           504
 Repurchase of ordinary share capital                       -              -              -              (7,563)          -            -                     -                                     -                           (7,563)
 Share-based payments                                       -              -              -              -                -            (5,850)               -                                     8,263                       2,413
 Tax relating to items taken directly to equity             -              -              -              -                -            -                     -                                     665                         665
 31 March 2025                                              17             334,967        330,310        (7,563)          7            25,568                (33,636)                              29,039                      678,709

 

for the six months ended 31 March 2024 (restated)

                                                            Share capital  Share premium  Other reserve  Capital      Share option reserve  Foreign currency translation reserve  Retained earnings/(losses)  Total

                                                            $000           $000           $000           redemption   $000                  $000                                  $000                        equity

                                                                                                         reserve                                                                                              $000

                                                                                                         $000
 1 October 2023                                             17             334,458        330,310        7            32,683                (42,825)                              (8,195)                     646,455
 Adjustment(1)                                              -              -              -              -            -                     -                                     (7,661)                     (7,661)
 1 October 2023 (restated see note 1)                       17             334,458        330,310        7            32,683                (42,825)                              (15,856)                    638,794
 Profit for the period                                      -              -              -              -            -                     -                                     6,502                       6,502
 Other comprehensive income/(loss)                          -              -              -              -            -                     5,302                                 (1,296)                     4,006
 Total comprehensive income for the period                  -              -              -              -            -                     5,302                                 5,206                       10,508
 Transactions with owners:
 Share-based payments                                       -              -              -              -            (2,186)               -                                     7,001                       4,815
 Tax relating to items taken directly to equity (restated)  -              -              -              -            -                     -                                     (64)                        (64)
 31 March 2024 (restated see note 1)                        17             334,458        330,310        7            30,497                (37,523)                              (3,713)                     654,053

((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

 

Condensed Consolidated Statement of Cash Flows

for the six months ended 31 March 2025

 

                                                           Note  Unaudited    Restated(1)  Audited

                                                                 six months   Unaudited    Year

                                                                 ended        six months   ended

                                                                 31 March     ended        30 September

                                                                 2025         31 March     2024

                                                                 $000         2024         $000

                                                                              $000
 Cash flows from operating activities
 Profit before tax                                               8,901        3,110        18,383
 Adjustments for:
 Amortisation of acquired intangible assets                9     16,099       16,117       32,484
 Amortisation of internally generated software             9     3,972        2,944        6,532
 Depreciation of property, plant and equipment                   215          203          426
 Depreciation of right of use assets                             422          487          939
 Loss on derecognition of right of use assets                    -            -            99
 Share-based payment expense                                     2,756        4,620        6,015
 Finance income                                            6     (174)        (148)        (258)
 Finance costs                                             6     6,279        7,562        14,303
 Operating cash flows before movements in working capital        38,470       34,895       78,923
 (Increase)/decrease in trade and other receivables              (1,930)      921          1,907
 (Increase)/decrease in contract assets                          (1,736)      314          433
 Increase/(decrease) in trade and other payables                 3,683        (8,361)      (9,383)
 Decrease in contract liabilities                                (157)        (130)        (253)
 Cash generated by operations                                    38,330       27,639       71,627
 Income taxes paid                                               (11,100)     (8,894)      (13,396)
 Net cash from operating activities                              27,230       18,745       58,231
 Cash flows from investing activities
 Additions to internally generated software                9     (5,691)      (4,970)      (10,843)
 Payment for property, plant and equipment                       (171)        (205)        (362)
 Receipt of interest on lease receivable                         10           -            9
 Receipt of lease asset                                          48           -            132
 Finance income received                                         164          148          249
 Net cash used in investing activities                           (5,640)      (5,027)      (10,815)
 Cash flows from financing activities
 Payment of deferred consideration                               -            (10,000)     (10,000)
 Repayment of loans and borrowings                               (122,635)    (11,300)     (37,150)
 Proceeds from loans and borrowings                              119,600      9,500        9,500
 Payment of interest on lease liabilities                        (119)        (146)        (281)
 Payment of lease liabilities                                    (397)        (361)        (749)
 Shares issued                                             13    504          -            5
 Repurchase of shares                                      13    (7,563)      -            -
 Interest paid                                                   (6,856)      (6,306)      (12,459)
 Net cash used in financing activities                           (17,466)     (18,613)     (51,134)
 Cash and cash equivalents at beginning of the period            6,826        10,416       10,416
 Net increase/(decrease) in cash and cash equivalents            4,124        (4,895)      (3,718)
 Effect of foreign exchange rate changes                         (72)         85           128
 Cash and cash equivalents at the end of the period              10,878       5,606        6,826

((1)) The HY24 comparatives have been restated to separately disclose contract
assets and contract liabilities to be in line with reported results for the
year ended 30 September 2024, as detailed in note 1.

 

 

Notes to the Condensed Consolidated Interim Financial Statements

 

1.   Accounting policies

 

General information

Auction Technology Group plc (the "Company") is a company incorporated in the
United Kingdom under the Companies Act. The Company is a public company
limited by shares and is registered in England and Wales.

 

These Condensed Consolidated Interim Financial Statements have been approved
on 14 May 2025.

 

These Condensed Consolidated Interim Financial Statements for the period do
not constitute statutory financial statements within the meaning of s434 of
the Companies Act 2006. Statutory accounts for the year ended
30 September 2024 have been delivered to the Registrar of Companies. They
are also available on the Group's website (www.auctiontechnologygroup.com).
The audit report for those accounts was unqualified, did not draw attention to
any matters by way of emphasis without qualifying the report and did not
contain a statement under 498(2) or (3) of the Companies Act 2006. These
Condensed Consolidated Interim Financial Statements have been reviewed and not
audited.

 

Restatement

Correction of misstatement in accounting for a business combination

During the preparation of the Condensed Consolidated Interim Financial
Statements for the period ended 31 March 2025, a material misstatement was
identified in the accounting for the LiveAuctioneers business combination,
relating to the year ended 30 September 2022. Specifically, certain
identifiable deferred tax assets as part of the business combination, and
goodwill was consequently overstated by $9.2m.

 

A deferred tax asset of $9.2m should have been recognised at the acquisition
date in respect of the equity-settled share options and restricted stock units
("replacement awards") issued to management to replace their share options
held in LiveAuctioneers pre-acquisition. As the replacement awards are tax
deductible, a deferred tax asset should have been recognised at the
acquisition date based on the estimated tax deduction that would be received
upon exercise in subsequent periods. The share price at the acquisition date
was £13.54, and these replacement awards comprised £27.3m ($36.7m) of the
total consideration £404.7m ($543.9m).  From an accounting perspective,
these replacement awards were concluded to be consideration and accounted for
under IFRS 3 "Business Combinations". Therefore, there has been no share-based
payments charge under IFRS 2 "Share-based Payments" recorded in the Group
financial statements post-acquisition in respect of these replacement awards.
The options had an exercise price of £1.86 and there were no vesting
conditions attached to the options. The options have not been underwater and
are expected to be exercised. The timing of exercise is unknown and at the
discretion of the holders of the replacement awards. Subsequent to the
acquisition date, the deferred tax asset should have been remeasured at each
reporting date to reflect the change in the Group's share price and
anticipated tax deduction. The movements in deferred tax asset and the current
tax deduction are reflected as tax relating to items taken directly to equity
in the Condensed Consolidated Statement of Changes in Equity.

 

The misstatement resulted from the incorrect application of IFRS 3 "Business
Combinations", specifically in relation to the recognition and fair valuation
of identifiable assets acquired. In accordance with IAS 8 "Accounting
Policies, Changes in Accounting Estimates and Errors", the Group has
considered the quantitative and qualitative nature of the misstatement and
concluded it appropriate to restate the comparative information presented for
the period ended 31 March 2025 on this basis that this adjustment is
quantitatively material. In addition, the Group has presented a third
Statement of Financial Position as at 1 October 2023 as a result of the
adjustment impacting opening reserves.

 

Changes to Condensed Consolidated Statement of Financial Position and
Condensed Consolidated Statement of Changes in Equity:

 

                                             Reported       Change   Restated       Reported       Change   Restated

                                             Audited        $000     Audited        Audited        $000     Audited

                                             Year ended              Year ended     Year ended              Year ended

                                             30 September            30 September   30 September            1 October

                                             2024                    2024           2023                    2023

                                             $000                    $000           $000                    $000

 Goodwill (see note 9)                       589,989        (9,160)  580,829        578,572        (9,160)  569,412
 Net deferred tax liabilities (see note 12)  (34,673)       816      (33,857)       (49,629)       1,499    (48,130)
 Retained earnings/(losses)                  20,407         (8,344)  12,063         (8,195)        (7,661)  (15,856)

 

                                             Reported     Change   Restated

                                             Unaudited    $000     Unaudited

                                             six months            six months

                                             ended                 ended

                                             31 March              31 March

                                             2024                  2024

                                             $000                  $000

 Goodwill (see note 9)                       582,713      (9,160)  573,553
 Net deferred tax liabilities (see note 12)  (43,189)     1,435    (41,754)
 Retained earnings/(losses)                  4,012        (7,725)  (3,713)

 

There is no impact to the Condensed Consolidated Statement of Profit and Loss
and Other Comprehensive Income or Loss and the Condensed Consolidated
Statement of Cash Flows as a result of this restatement.

 

Presentation change in 2024 Annual Report and Accounts applied to 2024
Condensed Consolidated Interim Statements

·    The Condensed Consolidated Statement of Profit or Loss for the six
months ended 31 March 2024 has been restated to separate net impairment loss
on trade receivables (31 March 2024: $1.9m) from administrative expenses,
where they were reported in previous periods.

·    The Condensed Consolidated Statement of Financial Position at 31
March 2024  and Condensed Consolidated Statement of Cash Flows for the six
months ended 31 March 2024 have been restated to separately disclose contracts
assets and contract liabilities. All balances relating to contract assets (31
March 2024 $1.6m) and contract liabilities (31 March 2024: $1.7m) had
previously been included in trade and other receivables and trade and other
payables respectively. There is no impact to the Condensed Consolidated
Statement of Profit and Loss and Other Comprehensive Income or Loss, the
Condensed Consolidated Statement of Changes in Equity as a result of this
restatement.

 

Basis of preparation

These Condensed Consolidated Interim Financial Statements have been prepared
in accordance with United Kingdom adopted International Accounting Standard
34, "Interim Financial Reporting". The Condensed Consolidated Interim
Financial Statements do not include all the information required for full
annual financial statements and should be read in conjunction with the Group's
Annual Report and Accounts for the year ended 30 September 2024 which have
been prepared in accordance with the requirements of the Companies Act 2006.

 

In determining the information to be disclosed in the notes to the Condensed
Consolidated Interim Financial statements in accordance with IAS 34, the Group
has taken into account its materiality in relation to these Condensed
Consolidated Interim Financial Statements.

 

The Condensed Consolidated Interim Financial Statements have been prepared
under the historical cost convention. There are no financial instruments
measured at fair value on a recurring basis.

 

The accounting policies applied in these Condensed Consolidated Interim
Financial Statements are the same as those applied in the most recent annual
financial statements except for taxes on income. Tax on income in the interim
period is recognised by applying the effective tax rate that would be
applicable to the expected full year profit or loss to the period's result.

 

New and amended accounting standards adopted by the Group

There were no new standards adopted by the Group in the period but the
following amendments became applicable during the current reporting period:

·    Amendment to IFRS 16: Lease Liability in a Sale and Leaseback

·    Amendments to IAS 1: Classification of Liabilities as Current or
Non-current

·    Amendments to IAS 1: Non-current Liabilities with Covenants

·    Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements

 

These amendments did not have a material impact on the Group's accounting
policies and have therefore not resulted in any changes in these Condensed
Consolidated Interim Financial Statements.

 

Going concern

The Directors are required to assess going concern at each reporting period.
The Directors have undertaken the going concern assessment for the Group for
the period to 30 June 2026. The Directors have assessed the Group's prospects
and after considering the current financial projections, the bank facilities
available and then applying severe but plausible sensitivities. The Directors
of the Company are satisfied that the Group has sufficient resources for its
operational needs and will remain in compliance with the financial covenants
in its bank facilities until at least 30 June 2026. For this reason, the
Directors continue to adopt the going concern basis in preparing these
Condensed Consolidated Interim Financial Statements for the Group.

 

The process and key judgements in coming to this conclusion are set out below:

 

Liquidity: The Group entered into a New Senior Facilities Agreement on 11
February 2025 (the "SFA 2029") which comprises a multi-currency credit
facility for $200m. Any sums outstanding under the SFA 2029 will be due for
repayment on 10 February 2029.  During the six months ended 31 March 2025, a
revolving credit facility ("RCF") of $119.6m was drawn down. At 31 March 2025
the RCF was subject to interest at a margin of 2.00% over US SOFR.

 

Covenants: The Group is subject to covenant tests on the SFA 2029, the net
leverage ratio of <3.0x and interest cover ratio >3.5x, with the most
sensitive covenant being the net leverage ratio covenant, adjusted net debt:
trailing 12-month adjusted EBITDA. Under the base case forecasts and each of
the downside scenarios, including the combined downside scenario, the Group is
forecast to be in compliance with the covenants and have cash headroom,
without applying mitigating actions which could be implemented such as
reducing capital expenditure spend. At 31 March 2025, the net leverage ratio
was 1.3x compared to the limit of 3.0x and therefore the Group was comfortably
within the covenant.

 

Scenario planning: The Directors have undertaken the going concern assessment
for the Group, taking into consideration the Group's business model, strategy,
and principal and emerging risks. As part of the going concern review the
Directors have reviewed the Group's forecasts and projections, and assessed
the headroom on the Group's facilities and the banking covenants. This has
been considered under a base case and several plausible but severe downside
scenarios, taking into consideration the Group's principal risks and
uncertainties including the current macroeconomic environment.

 

These scenarios include:

•    significant reduction in marketplace revenue due to a reduction in
THV of 4% in FY25 and 7% in FY26 versus the base case

•    significant reduction in marketplace revenue due to conversion rate
decline of 3% in FY25 and 8% in FY26 versus the base case; and,

•    50% lower revenue growth from value-added services across the Group
versus the base case.

 

None of these scenarios individually, or in the combined scenario, which
reduces adjusted EBITDA by $26m over the forecast period, threaten the Group's
ability to continue as a going concern. Even in the combined downside scenario
modelled (the combination of all downside scenarios occurring at once) the
Group would be able to operate within the level of its current available debt
facilities and covenants. A reverse stress test has been performed and revenue
would have to decline by 21% across the whole Group without any cost
mitigation actions applied such as ceasing the share repurchase programme,
reducing capital expenditure or discretional costs before the Group has a
going concern issue.

 

Accordingly, the Directors continue to adopt the going concern basis in
preparing the Condensed Consolidated Interim Financial Statements for the six
months ended 31 March 2025.

 

2.   Significant judgements and key sources of estimation uncertainty

 

The preparation of the Group's Condensed Consolidated Interim Financial
Statements requires the use of certain judgements, estimates and assumptions
that affect the reported amounts of assets, liabilities, income and expenses.

 

In preparing these Condensed Consolidated Interim Financial Statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the most recent annual financial statements for the year ended
30 September 2024. There is only considered to be one significant estimate for
the period ended 31 March 2025, which is the impairment of goodwill for
Auction Services cash-generating unit.

 

3.   Alternative performance measures

 

The Group uses a number of alternative performance measures ("APMs") in
addition to those measures reported in accordance with United Kingdom adopted
International Accounting Standards ("UK-adopted IAS"). Such APMs are not
defined terms under UK-adopted IAS and are not intended to be a substitute for
any UK-adopted IAS measure. The Directors believe that the APMs are important
when assessing the ongoing financial and operating performance of the Group
and do not consider them to be more important than, or superior to, their
equivalent IAS measure. The APMs improve the comparability of information
between reporting periods by adjusting for factors such as one-off items and
the timing of acquisitions.

 

The APMs are used internally in the management of the Group's business
performance, budgeting and forecasting, and for determining Executive
Directors' remuneration and that of other management throughout the business.
The APMs are also presented externally to meet investors' requirements for
further clarity and transparency of the Group's financial performance. Where
items of income or expense are being excluded in an APM, these are included
elsewhere in our reported financial information as they represent actual
income or costs of the Group.

 

Adjusted EBITDA

Adjusted EBITDA is the measure used by the Directors to assess the trading
performance of the Group's businesses and is the measure of segment profit.

 

Adjusted EBITDA represents profit/(loss) before taxation, finance costs,
depreciation and amortisation, share-based payment expense and exceptional
operating items. Adjusted EBITDA at segment level is consistently defined but
excludes central administration costs including Directors' salaries.

 

The following table provides a reconciliation from profit before tax to
adjusted EBITDA:

 

                                                         Unaudited    Unaudited    Audited

                                                         six months   six months   Year

                                                         ended        ended        ended

                                                         31 March     31 March     30 September

                                                         2025         2024         2024

                                                         $000         $000         $000
 Profit before tax                                       8,901        3,110        18,383
 Adjustments for:
 Net finance costs (note 6)                              6,105        7,414        14,045
 Amortisation of acquired intangible assets (note 9)     16,099       16,117       32,484
 Amortisation of internally generated software (note 9)  3,972        2,944        6,532
 Depreciation of property, plant and equipment           215          203          426
 Depreciation of right of use assets                     422          487          939
 Share-based payment expense                             2,756        4,620        6,015
 Exceptional operating items                             -            828          1,145
 Adjusted EBITDA                                         38,470       35,723       79,969

 

The following table provides the calculation of adjusted EBITDA margin which
represents adjusted EBITDA divided by revenue:

 

                              Unaudited    Unaudited    Audited

                              six months   six months   Year

                              ended        ended        ended

                              31 March     31 March     30 September

                              2025         2024         2024

                              $000         $000         $000
 Reported revenue (note 4,5)  88,955       86,022       174,148
 Adjusted EBITDA              38,470       35,723       79,969
 Adjusted EBITDA margin       43%          42%          46%

 

The basis for treating these items as adjusting is as follows:

 

Share-based payment expense

The Group operates several employee share schemes. The share-based payment
expense is a significant non-cash charge driven by a valuation model which
references the Group's share price. As the Group is still early in its life
cycle as a newly listed business the expense is distortive in the short term
and is not representative of the cash performance of the business.

 

Exceptional operating items

The Group applies judgement in identifying significant items of income and
expenditure that are disclosed separately from other administrative expenses
as exceptional where, in the judgement of the Directors, they need to be
disclosed separately by virtue of their nature or size in order to obtain a
clear and consistent presentation of the Group's ongoing business performance.
Such items could include, but may not be limited to, costs associated with
business combinations, gains and losses on the disposal of businesses,
significant reorganisation or restructuring costs and impairment of goodwill
and acquired intangible assets. Any item classified as an exceptional item
will be significant and not attributable to ongoing operations and will be
subject to specific quantitative and qualitative thresholds set by and
approved by the Directors prior to being classified as exceptional.

 

The exceptional operating items are detailed below:

 

                              Unaudited    Unaudited    Audited

                              six months   six months   Year

                              ended        ended        ended

                              31 March     31 March     30 September

                              2025         2024         2024

                              $000         $000         $000
 Acquisition costs            -            (828)        (828)
 Finance transformation       -            -            (317)
 Exceptional operating items  -            (828)        (1,145)

 

There were no exceptional costs for the six months ended 31 March 2025.

 

The acquisition costs in HY24 and FY24 were primarily in respect of the costs
relating to the acquisition of ESN on 6 February 2023. The business has
undertaken focused acquisitive activity which has been strategically
implemented to increase income, service range and critical mass of the Group.
Acquisition costs comprised legal, professional, other consultancy expenditure
incurred and retention bonuses for ESN employees which were payable one year
after completion. The retention bonus was subject to service conditions and
was accrued over the period.

 

Costs of $0.3m were incurred in FY24 as a result of the transformation of the
North America finance department. These exceptional operating items include
the sublease of the Omaha office which is no longer being occupied by the
finance team, the merger of trading entities and costs associated with the
system finance transformation which were not capitalised. These costs include
professional fees, retention costs and loss on derecognition of a right of use
asset.

 

The net cash outflow related to exceptional operating items in the period was
nil (HY24: $2.2m, FY24: $2.5m).

 

Adjusted earnings and adjusted diluted earnings per share

Adjusted earnings excludes share-based payment expense, exceptional items
(operating and finance), amortisation of acquired intangible assets, and any
related tax effects.

 

The following table provides a reconciliation from profit after tax to
adjusted earnings:

 

                                                            Unaudited    Unaudited    Audited

                                                            six months   six months   Year

                                                            ended        ended        ended

                                                            31 March     31 March     30 September

                                                            2025         2024         2024

                                                            $000         $000         $000
 Profit attributable to equity shareholders of the Company  7,046        6,502        24,192
 Adjustments for:
 Amortisation of acquired intangible assets                 16,099       16,117       32,484
 Exceptional finance items                                  1,370        685          906
 Share-based payment expense                                2,756        4,620        6,015
 Exceptional operating items                                -            828          1,145
 Deferred tax on unrealised foreign exchange differences    -            (2,942)      (8,054)
 Tax on adjusted items                                      (3,652)      (5,264)      (8,929)
 Adjusted earnings                                          23,619       20,546       47,759

 

                                                     Unaudited    Unaudited    Audited

                                                     six months   six months   Year

                                                     ended        ended        ended

                                                     31 March     31 March     30 September

                                                     2025         2024         2024

                                                     $000         $000         $000
                                                     Number       Number       Number
 Diluted weighted average number of shares (note 8)  124,259,766  123,582,309  123,848,562
                                                     cents        cents        Cents
 Adjusted diluted earnings per share (in cents)      19.0         16.6         38.6

 

The basis for treating these items not already defined above as adjusting is
as follows:

 

Amortisation of acquired intangible assets acquired through business
combinations

The amortisation of acquired intangibles arises from the purchase
consideration of a number of separate acquisitions. These acquisitions are
portfolio investment decisions that took place at different times and are
items in the Consolidated Statement of Financial Position that relate to
M&A activity rather than the trading performance of the business.

 

Exceptional finance items

Exceptional finance items include foreign exchange differences arising on the
revaluation of the foreign currency loans, intercompany and restricted cash,
movements in contingent and deferred consideration and costs incurred on the
early repayment of loan costs. These exceptional finance items are excluded
from adjusted earnings to provide readers with helpful additional information
on the performance of the business across periods because it is consistent
with how the business performance is reported and assessed by the Board.

 

Deferred tax on unrealised foreign exchange differences

For HY24 and FY24, in calculating the adjusted tax rate, the Group excluded
the potential future impact of the deferred tax effects on unrealised foreign
exchange differences arising on intra-group balances. The unrealised foreign
exchange differences were not recognised in the Group's profit for the year
due to differences in the functional currency basis under tax and accounting
rules for the US holding entities.

 

Tax on adjusted items

Tax on adjusted items includes the tax effect of acquired intangible
amortisation, exceptional (operating and finance items) and share-based
payment expense. In calculating the adjusted tax rate, the Group excludes the
potential future impact of the deferred tax effects on deductible goodwill and
intangible amortisation (other than internally generated software), as
management provides users of its Group accounts a view of the tax charge based
on the current status of such items. Deferred tax would only crystallise on a
sale of the relevant businesses, which is not anticipated at the current time,
and such a sale, being an exceptional item, would result in an exceptional tax
impact.

 

Organic revenue

Organic revenue is shown on a constant currency basis using average exchange
rates for the current financial period applied to the comparative period and
is used to eliminate the effects of fluctuations in assessing performance.
There were no acquisitions that affected the comparability of the Group's
results. Refer to the Glossary for the full definition.

 

The following table provides a reconciliation of organic revenue from reported
results:

 

                                Unaudited    Unaudited

                                six months   six months

                                ended        ended

                                31 March     31 March

                                2025         2024

                                $000         $000
 Reported revenue               88,955       86,022
 Constant currency adjustment   -            202
 Organic revenue                88,955       86,224
 Increase in organic revenue %  3%

 

Adjusted net debt

Adjusted net debt comprises external borrowings net of arrangement fees, cash
and cash equivalents and allows management to monitor the indebtedness of the
Group. Adjusted net debt excludes lease liabilities and restricted cash (see
note 10).

 

Cash and cash equivalents includes cash held by the Trustee of the Group's
Employee Benefit Trust, which is not available to circulate within the Group
on demand. This has been included in restricted cash.

 

                                             Unaudited    Unaudited    Audited

                                             six months   six months   Year

                                             ended        ended        ended

                                             31 March     31 March     30 September

                                             2025         2024         2024

                                             $000         $000         $000
 Cash at bank (note 10)                      10,877       5,604        6,824
 Current loans and borrowings (note 11)      (95)         (23,944)     (22,953)
 Non-current loans and borrowings (note 11)  (117,294)    (123,231)    (98,530)
 Total loans and borrowings                  (117,389)    (147,175)    (121,483)
 Adjusted net debt                           (106,512)    (141,571)    (114,659)

 

Adjusted free cash flow and adjusted free cash flow conversion

Adjusted free cash flow represents cash flow from operations less additions to
internally generated software and property, plant and equipment. Internally
generated software includes development costs in relation to software that are
capitalised when the related projects meet the recognition criteria under
UK-adopted IAS for an internally generated intangible asset. Movement in
working capital is adjusted for balances relating to exceptional items. The
Group monitors its operational efficiency with reference to operational cash
conversion, defined as free cash flow as a percentage of adjusted EBITDA.

 

The Group uses adjusted cash flow measures for the same purpose as adjusted
profit measures, in order to assist readers of the accounts in understanding
the operational performance of the Group. The two measures used are free cash
flow and free cash flow conversion. A reported free cash flow and cash
conversion rate has not been provided as it would not give a fair indication
of the Group's free cash flow and conversion performance given the high value
of working capital from exceptional items.

 

                                                      Unaudited    Unaudited    Audited

                                                      six months   six months   Year

                                                      ended        ended        ended

                                                      31 March     31 March     30 September

                                                      2025         2024         2024

                                                      $000         $000         $000
 Adjusted EBITDA                                      38,470       35,723       79,969
 Cash generated from operations                       38,330       27,639       71,627
 Adjustments for:
 Exceptional operating items                          -            828          1,145
 Working capital from exceptional and other items     -            4,381        4,282
 Additions to internally generated software (note 9)  (5,691)      (4,970)      (10,843)
 Additions to property, plant and equipment           (171)        (205)        (362)
 Adjusted free cash flow                              32,468       27,673       65,849
 Adjusted free cash flow conversion (%)               84%          77%          82%

 

4.   Operating segments

 

The operating segments reflect the Group's management and internal reporting
structure, which is used to assess both the performance of the business and to
allocate resources within the Group. The assessment of performance and
allocation of resources is focused on the category of customer for each type
of activity.

 

The Board has determined an operating management structure aligned around the
four core operations of the Group.

 

The four operating segments are as follows:

·    Art & Antiques ("A&A") marketplaces: focused on offering
auction houses that specialise in the sale of arts and antiques access to the
platforms thesaleroom.com, liveauctioneers.com, lot-tissimo.com and
EstateSales.NET. A significant part of the Group's services is provision of a
platform as a marketplace for the A&A auction houses to sell their goods.
The segment also generates earnings through additional services such as
listing subscriptions, advertising and marketing income, atgPay and atgShip.
The Group contracts with customers predominantly under service agreements,
where the number of auctions to be held and the service offering differs from
client to client.

·    Industrial & Commercial ("I&C") marketplaces: focused on
offering auction houses that specialise in the sale of industrial and
commercial goods and machinery access to the platforms BidSpotter.com,
BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer
surplus and retail returns. A significant part of the Group's services is
provision of the platform as a marketplace for the I&C auction houses to
sell their goods. The segment also generates earnings through additional
services such as advertising and marketing income and atgPay. The Group
contracts with customers predominantly under service agreements, where the
number of auctions to be held and the service offering differs from client to
client.

·    Auction Services: includes revenues from the Group's auction house
back-office products with Auction Mobility and other white label products
including Wavebid.com.

·    Content: focused on the Antiques Trade Gazette paper and online
magazine. The business focuses on two streams of income: selling subscriptions
of the Gazette and selling advertising space within the paper and online. The
Directors have disclosed information required by IFRS 8 for the Content
segment despite the segment not meeting the reporting threshold.

·    There are no undisclosed or other operating segments.

 

An analysis of the results for the period by reportable segment is as follows:

 

                                                                 Unaudited six months ended 31 March 2025
                                                                 A&A       I&C      Auction Services  Content  Centrally allocated  Total

                                                                 $000      $000     $000              $000     costs                $000

                                                                                                               $000
 Revenue                                                         46,141    37,023   3,995             1,796    -                    88,955
 Adjusted EBITDA (see note 3 for definition and reconciliation)  36,428    30,137   2,798             618      (31,511)             38,470
 Amortisation of intangible assets (note 9)                      (12,983)  (6,248)  (840)             -        -                    (20,071)
 Depreciation of property, plant and equipment                   (78)      (124)    (6)               (7)      -                    (215)
 Depreciation of right of use assets                             (332)     (61)     (2)               (27)     -                    (422)
 Share-based payment expense                                     (1,231)   (1,434)  (36)              -        (55)                 (2,756)
 Operating profit/(loss)                                         21,804    22,270   1,914             584      (31,566)             15,006
 Net finance costs (note 6)                                      -         -        -                 -        (6,105)              (6,105)
 Profit/(loss) before tax                                        21,804    22,270   1,914             584      (37,671)             8,901

 

                                                                 Unaudited six months ended 31 March 2024
                                                                 A&A       I&C      Auction Services  Content  Centrally allocated  Total

                                                                 $000      $000     $000              $000     costs                $000

                                                                                                               $000
 Revenue                                                         44,575    35,235   4,364             1,848    -                    86,022
 Adjusted EBITDA (see note 3 for definition and reconciliation)  36,034    29,604   2,473             690      (33,078)             35,723
 Amortisation of intangible assets (note 9)                      (12,674)  (5,496)  (891)             -        -                    (19,061)
 Depreciation of property, plant and equipment                   (79)      (110)    (6)               (8)      -                    (203)
 Depreciation of right of use assets                             (338)     (116)    (4)               (29)                          (487)
 Share-based payment expense                                     (658)     (889)    (40)              -        (3,033)              (4,620)
 Exceptional operating items (note 3)                            (828)     -        -                 -        -                    (828)
 Operating profit/(loss)                                         21,457    22,993   1,532             653      (36,111)             10,524
 Net finance costs (note 6)                                      -         -        -                 -        (7,414)              (7,414)
 Profit/(loss) before tax                                        21,457    22,993   1,532             653      (43,525)             3,110

 

                                                                 Audited year ended 30 September 2024
                                                                 A&A       I&C       Auction Services  Content  Centrally allocated  Total

                                                                 $000      $000      $000              $000     costs                $000

                                                                                                                $000
 Revenue                                                         90,289    71,795    8,406             3,658    -                    174,148
 Adjusted EBITDA (see note 3 for definition and reconciliation)  72,398    60,746    5,040             1,224    (59,439)             79,969
 Amortisation of intangible assets (note 9)                      (25,688)  (11,413)  (1,915)           -        -                    (39,016)
 Depreciation of property, plant and equipment                   (158)     (240)     (12)              (16)     -                    (426)
 Depreciation of right of use assets                             (678)     (199)     (5)               (57)     -                    (939)
 Share-based payment expense                                     (1,477)   (1,810)   (65)              -        (2,663)              (6,015)
 Exceptional operating items (note 3)                            (1,145)   -         -                 -        -                    (1,145)
 Operating profit/(loss)                                         43,252    47,084    3,043             1,151    (62,102)             32,428
 Net finance costs (note 6)                                      -         -         -                 -        (14,045)             (14,045)
 Profit/(loss) before tax                                        43,252    47,084    3,043             1,151    (76,147)             18,383

 

Segment assets are measured in the same way as in the financial statements.
These assets are allocated based on the operations of the segment and the
physical location of the asset.

 

                   Unaudited                             Restated                              Restated

31 March 2025

                                                         Unaudited                             Audited

31 March 2024
30 September 2024
                   Total                Additions        Total                Additions        Total                Additions

                   non-current assets   to non-current   non-current assets   to non-current   non-current assets   to non-current

                   $000                 assets           $000                 assets           $000                 assets

                                        $000                                  $000                                  $000
 A&A               552,808              2,623            571,394              2,209            563,207              5,033
 I&C               224,237              3,130            230,304              2,896            234,171              6,088
 Auction Services  31,629               106              33,390               64               32,398               105
 Content           226                  3                313                  6                280                  18
                   808,900              5,862            835,401              5,175            830,056              11,244

The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

                           Unaudited    Restated     Restated

                           six months   Unaudited    Audited

                           ended        six months   Year

                           31 March     ended        ended

                           2025         31 March     30 September

                           $000         2024         2024

                                        $000         $000
 By geographical location
 United Kingdom            58,456       71,326       68,202
 USA                       745,340      759,017      756,556
 Germany                   5,089        5,058        5,298
 Mexico                    15           -            -
                           808,900      835,401      830,056

The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

The Group has taken advantage of paragraph 23 of IFRS 8 "Operating Segments"
and does not provide segmental analysis of net assets as this information is
not used by the Directors in operational decision making or monitoring of
business performance.

 

 

5.   Revenue

 

                                           Unaudited    Unaudited    Audited

                                           six months   six months   Year

                                           ended        ended        ended

                                           31 March     31 March     30 September

                                           2025         2024         2024

                                           $000         $000         $000
 Product and customer types
 A&A                                       46,141       44,575       90,289
 I&C                                       37,023       35,235       71,795
 Auction Services                          3,995        4,364        8,406
 Content                                   1,796        1,848        3,658
                                           88,955       86,022       174,148
 Primary geographical markets
 by location of operations
 United Kingdom                            13,026       12,732       25,299
 USA                                       72,936       70,444       143,282
 Germany                                   2,993        2,846        5,567
                                           88,955       86,022       174,148
 By location of customer
 United Kingdom                            13,740       13,096       25,889
 USA                                       67,668       65,088       132,708
 Europe                                    4,644        4,566        8,892
 Rest of world                             2,903        3,272        6,659
                                           88,955       86,022       174,148
 Timing of transfer of goods and services
 Point in time                             79,692       76,594       155,285
 Over time                                 9,263        9,428        18,863
                                           88,955       86,022       174,148

 

Due to the nature of the Group's business, it is not materially affected by
seasonal or cyclical trading.

 

 

6.   Net finance costs

 

                                      Unaudited    Unaudited    Audited

                                      six months   six months   Year

                                      ended        ended        ended

                                      31 March     31 March     30 September

                                      2025         2024         2024

                                      $000         $000         $000
 Interest income                      164          148          249
 Interest on lease receivable         10           -            9
 Finance income                       174          148          258
 Interest on loans and borrowings     (4,483)      (6,399)      (12,437)
 Amortisation of finance costs        (1,296)      (332)        (679)
 Foreign exchange loss                (375)        (554)        (525)
 Movements in deferred consideration  -            (131)        (131)
 Interest on lease liabilities        (119)        (146)        (281)
 Interest on tax                      (6)          -            (250)
 Finance cost                         (6,279)      (7,562)      (14,303)

 Net finance costs                    (6,105)      (7,414)      (14,045)

 

 

7.   Taxation

 

                                        Unaudited    Unaudited    Audited

                                        six months   six months   Year

                                        ended        ended        ended

                                        31 March     31 March     30 September

                                        2025         2024         2024

                                        $000         $000         $000
 Current tax
 Current tax on profit for the period   7,522        3,529        9,731
 Adjustments in respect of prior years  (2,371)      -            214
 Total current tax                      5,151        3,529        9,945
 Deferred tax
 Current year                           (4,481)      (6,921)      (15,967)
 Adjustments from change in tax rates   711          -            (278)
 Adjustments in respect of prior years  474          -            491
 Deferred tax                           (3,296)      (6,921)      (15,754)

 Tax expense/(credit)                   1,855        (3,392)      (5,809)

 

The tax on the Group's profit before tax differs from the theoretical amount
that would arise using the standard tax rate applicable to the profits of the
Group as follows:

 

                                                           Unaudited    Unaudited    Audited

                                                           six months   six months   Year

                                                           ended        ended        ended

                                                           31 March     31 March     30 September

                                                           2025         2024         2024

                                                           $000         $000         $000
 Profit before tax                                         8,901        3,110        18,383
 Tax at United Kingdom tax rate of 25% (2024: 25%)         2,225        777          4,596
 Tax effect of:
 Deferred tax on unrealised foreign exchange differences   -            (2,942)      (8,054)
 Foreign exchange difference not taxable for tax purposes  1,404        (1,204)      (3,440)
 Non-deductible expenditure                                (376)        66           1,313
 Deductible items                                          (291)        -            (582)
 Movement in provision for tax uncertainties               15           -            (439)
 Difference in overseas tax rates                          64           (89)         370
 Adjustments from change in tax rates                      711          -            (278)
 Adjustments in respect of prior years                     (1,897)      -            705
 Tax expense/(credit)                                      1,855        (3,392)      (5,809)

 

The total tax expense recognised based on management's best estimate of the
effective tax rate for the full year, before discrete items, is 25% (HY24:
25%) applied to the profit before tax of the six-month period. The effective
tax rate including these items is 29% (HY24: 13%).

 

In 2024, the deferred tax credit on unrealised foreign exchange differences
(HY24: $2.9m, FY24: $8.1m) arose from US holding companies with pound sterling
as their functional currency for the Condensed Consolidated Financial
Statements but US dollar functional currency under US tax rules. Per the US
tax basis these holding companies included an unrealised foreign exchange loss
on intra-group loans denominated in pound sterling totalling £246.2m.
Unrealised foreign exchange differences are not taxable until they are
realised, giving rise to deferred tax. On 25 September 2024, the intra-group
loan was redenominated into US dollars and a loss of $0.7m realised. From this
date there is no foreign exchange exposure on this loan and deferred tax
liability is $nil.

 

The Group's profit before tax includes foreign exchange loss of $5.2m (tax
effected: $1.4m) from US holding companies on their US dollar denominated
intra-group balances (HY24: gain of $4,8m, tax effected: $1.2m, FY24: gain of
$13.5m, tax effected: $3.4m) which are not taxable for US tax purposes.

 

Non-deductible expenditure primarily relates to share-based payments and
deductible items include research and development tax credits.

 

The adjustments from change in tax rates relates to the impact in the US
blended state tax rate  arising from changes in the distribution of sales
between states.

 

The adjustments in respect of prior years relates to tax refund owing to the
Group for the year ended 30 September 2020 and 2021.

 

The movement in provisions for tax uncertainties reflects releases due to the
expiry of relevant statutes of limitation. The Group's tax affairs are
governed by local tax regulations in the UK, North America, Germany and
Mexico. Given the uncertainties that could arise in the application of these
regulations, judgements are often required in determining the tax that is due.
Where management is aware of potential uncertainties in local jurisdictions,
that are judged more likely than not to result in a liability for additional
tax, a provision is made for management's expected value of the liability,
determined with reference to similar transactions and third-party advice. This
provision at 31 March 2025 amounted to $0.6m (HY24: $1.0m, FY24: $0.6m).

 

Tax recognised in other comprehensive income/(loss) and equity:

 

                                    Unaudited    Restated     Restated

                                    six months   Unaudited    Audited

                                    ended        six months   Year

                                    31 March     ended        ended

                                    2025         31 March     30 September

                                    $000         2024         2024

                                                 $000         $000
 Other comprehensive income/(loss)
 Current tax                        1,002        (1,296)      (3,255)

 Equity
 Current tax                        263          -            -
 Deferred tax                       402          (64)         (683)
                                    665          (64)         (683)

The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

Current tax recognised in other comprehensive income/(loss) includes income
tax on the Group's net investment hedge. Current and deferred tax recognised
directly in equity relates to share-based payments.

 

 

8.   Earnings per share

 

Basic earnings per share is calculated by dividing the profit for the period
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period, after excluding the weighted
average number of non-vested ordinary shares.

 

Diluted earnings per share is calculated by dividing the profit for the period
attributable to ordinary shareholders by the weighted average number of
ordinary shares including non-vested/non-exercised ordinary shares. During the
period and prior period, the Group awarded conditional share awards to
Directors and certain employees through an LTIP.

 

                                                            Unaudited    Unaudited    Audited

                                                            six months   six months   Year

                                                            ended        ended        ended

                                                            31 March     31 March     30 September

                                                            2025         2024         2024

                                                            $000         $000         $000
 Profit attributable to equity shareholders of the Company  7,046        6,502        24,192

 

                                                                       Number       Number       Number
 Weighted average number of shares in issue                            122,228,279  121,625,963  121,711,636
 Weighted number of options vested not exercised                       981,875      1,083,615    1,082,642
 Weighted average number of shares held by the Employee Benefit Trust  (61,539)     (108,509)    (67,210)
 Weighted average number of shares held in Treasury                    (76,274)     -            -
 Weighted average number of shares                                     123,072,341  122,601,069  122,727,068
 Dilutive share options                                                1,187,425    981,240      1,121,494
 Diluted weighted average number of shares                             124,259,766  123,582,309  123,848,562
                                                                       cents        cents        cents
 Basic earnings per share                                              5.7          5.3          19.7
 Diluted earnings per share                                            5.7          5.3          19.5

 

During the period to 31 March 2025 the Group repurchased 999,082 shares which
are held in treasury. The cash outflow was $7.6m (including transaction costs
of $0.1m) pursuant to the share repurchase programme that was announced on 4
March 2025.

 

9.   Goodwill and other intangible assets

 

                                          Software  Customer relationships  Brand    Non-compete  Total acquired intangible assets  Internally generated software  Goodwill  Total

                                          $000      $000                    $000     agreement    $000                              $000                           $000      $000

                                                                                     $000
 1 October 2023                           30,510    187,261                 37,213   469          255,453                           14,276                         578,572   848,301
 Adjustment(1)                            -         -                       -        -            -                                 -                              (9,160)   (9,160)
 1 October 2023 (restated see note 1)     30,510    187,261                 37,213   469          255,453                           14,276                         569,412   839,141
 Additions                                -         -                       -        -            -                                 10,843                         -         10,843
 Amortisation                             (4,412)   (23,925)                (3,694)  (453)        (32,484)                          (6,532)                        -         (39,016)
 Exchange differences                     -         2,022                   403      -            2,425                             293                            11,417    14,135
 30 September 2024 (restated see note 1)  26,098    165,358                 33,922   16           225,394                           18,880                         580,829   825,103
 Additions                                -         -                       -        -            -                                 5,691                          -         5,691
 Amortisation                             (2,186)   (12,054)                (1,843)  (16)         (16,099)                          (3,972)                        -         (20,071)
 Exchange differences                     -         (694)                   (144)    -            (838)                             (132)                          (4,184)   (5,154)
 31 March 2025                            23,912    152,610                 31,935   -            208,457                           20,467                         576,645   805,569

 

                                       Software  Customer relationships  Brand    Non-compete  Total acquired intangible assets  Internally generated software  Goodwill  Total

                                       $000      $000                    $000     agreement    $000                              $000                           $000      $000

                                                                                  $000
 1 October 2023                        30,510    187,261                 37,213   469          255,453                           14,276                         578,572   848,301
 Adjustment(1)                         -         -                       -        -            -                                 -                              (9,160)   (9,160)
 1 October 2023 (restated see note 1)  30,510    187,261                 37,213   469          255,453                           14,276                         569,412   839,141
 Additions                             -         -                       -        -            -                                 4,970                          -         4,970
 Amortisation                          (2,185)   (11,885)                (1,838)  (209)        (16,117)                          (2,944)                        -         (19,061)
 Exchange differences                  -         852                     158      -            1,010                             97                             4,141     5,248
 31 March 2024 (restated see note 1)   28,325    176,228                 35,533   260          240,346                           16,399                         573,553   830,298

((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

At 31 March 2025, management have considered if any impairment indicators
exist and undertook an impairment assessment for the Auction Services CGU
which concluded no impairment was required. The Auction Services CGU continues
to be sensitive to a movement in any one of the key assumptions. For the six
months ended 31 March 2025, Auction Services has performed ahead of Board
approved financial budget. This has been factored into the assessment at 31
March 2025 along with the increase in pre-tax discount rate from 10.3% to
11.2% due to increase in risk-free rates and asset betas. Management have
performed sensitivity analysis based on reasonably possible scenarios
including increasing the discount rates and reducing the CAGR on the future
forecast cash flows, both of which are feasible given the current future
uncertainty of the macroeconomic environment.

 

For Auction Services, with a headroom of $0.8m (FY24: $0.9m), an increase in
the discount rate from 11.2% to 11.4%, or decrease in the long-term growth
rate from 3% to 2.7%, or decrease of 1 ppt in the CAGR on the five-year
future forecast cash flows, would result in the recoverable amount to fall
below the carrying value. If the performance in the first half is reversed in
the second half , this would give rise to an impairment of $0.8m with the
increased pre-tax discount. In the future forecast cash flows, there is an
assumption that the take rate CAGR improves by 2% over the five-year period.
If this is not achieved this would give rise to an impairment of $8.6m.

 

For A&A and I&C marketplaces CGUs, there is no realistic change of
assumption that would cause the CGUs' carrying amount to exceed its
recoverable amount.

 

 

10.   Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand and restricted
cash.  The carrying amount of these assets approximates to their fair value.

 

                  Unaudited    Unaudited    Audited

                  six months   six months   Year

                  ended        ended        ended

                  31 March     31 March     30 September

                  2025         2024         2024

                  $000         $000         $000
 Cash at bank     10,877       5,604        6,824
 Restricted cash  1            2            2
                  10,878       5,606        6,826

 

Restricted cash consists of cash held by the Trustee of the Group's Employee
Benefit Trust relating to share awards for employees.

 

 

11.   Loans and borrowings

 

The carrying amount of loan and borrowings classified as financial liabilities
at amortised cost approximates to their fair value.

 

                            Unaudited    Unaudited    Audited

                            six months   six months   Year

                            ended        ended        ended

                            31 March     31 March     30 September

                            2025         2024         2024

                            $000         $000         $000
 Current
 Senior Term Facility       -            23,944       22,953
 Revolving Credit Facility  95           -            -
                            95           23,944       22,953
 Non-current
 Senior Term Facility       -            115,731      98,530
 Revolving Credit Facility  117,294      7,500        -
                            117,294      123,231      98,530

                            117,389      147,175      121,483

 

The Group entered into a Senior Facilities Agreement on 17 June 2021 which
included:

-      A senior term loan facility (the "Senior Term Facility") for
$204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition
of LiveAuctioneers on 1 October 2021. In December 2024, a payment of $9.0m
(HY24: $9.3m and FY24: $27.7m), was paid on the Senior Term Facility and the
balance of $113.6m was repaid in full on 14 February 2025.

 

-      A multi-currency revolving credit working capital facility (the
"Revolving Credit Facility") for $49.0m. There were no amounts drawn down in
HY25 (HY24: $nil, FY24: $nil).

 

During the period ending 31 March 2025, the Group has undertaken a refinancing
exercise of its Senior Facilities Agreement. The Group entered into a New
Senior Facilities Agreement ("the SFA 2029") on 11 February 2025 which
comprises a multi-currency revolving credit facility for $200m. Any sums
outstanding under the SFA 2029 will be due for repayment on 10 February 2029.
On 14 February 2025, $115.6m was drawn down to repay the term loan and
refinancing costs. A further $4m was drawn at 31 March 2025, resulting in
total proceeds received of $119.6m. The loan is net of arrangement fees of
$2.3m.

 

Both Senior Facilities Agreement contain adjusted net leverage covenants which
tests the ratio of adjusted net debt against adjusted EBITDA and an interest
cover ratio which then tests the ratio of adjusted EBITDA against net finance
charges, in each case as at the last date of each financial quarter. Due to
the timing of the refinancing, the covenant testing was waived during the six
months ended 31 March 2025. The covenant testing will commence on 30 June
2025.

 

 

12.   Deferred taxation

 

The movement in net deferred tax liabilities is as follows:

 

                                                                          Unaudited  Unaudited  Audited

                                                                          31 March   31 March   30 September

                                                                          2025       2024       2024

                                                                          $000       $000       $000
 1 October                                                                (33,857)   (49,629)   (49,629)
 Adjustment(1)                                                            -          1,499      1,499
 1 October (restated see note 1)                                          (33,857)   (48,130)   (48,130)
 Amount credited to Condensed Consolidated Statement of Profit or Loss    3,296      6,921      15,754
 Amount credited/(charged) to Condensed Consolidated Statement of Equity  402        (64)       (683)
 Exchange differences                                                     169        (481)      (798)
                                                                          (29,990)   (41,754)   (33,857)

((1)) The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.

 

The net deferred tax liabilities include deferred tax asset of $nil at 31
March 2025 (HY24: $nil; FY24: $nil).

 

 

13.   Share capital and reserves

 

                                            Unaudited  Unaudited  Audited

                                            31 March   31 March   30 September

                                            2025       2024       2024

                                            $000       $000       $000
 Authorised, called up and fully paid
 122,525,087 ordinary shares at 0.01p each  17         17         17

(HY24: 121,736,968, FY24: 121,819,130)
                                            17         17         17

 

The movements in share capital, share premium and other reserve are set out
below:

 

                          Number       Share       Share       Other

 of
 capital
 premium
reserve

                          shares       $000        $000        $000
 1 October 2024           121,819,130  17          334,463     330,310
 Share options exercised  705,957      -           504         -
 31 March 2025            122,525,087  17          334,967     330,310

 

During the period, 705,957 ordinary shares of 0.01p each with an aggregate
nominal value of £71 ($90) were issued for options that vested for a cash
consideration of £0.4m ($0.5m). These included LiveAuctioneers replacement
awards, Long-term Incentive Plan Awards ("LTIP Awards") and shares issued to
the Trust for LTIP Awards that have vested in the period.

 

The movements in treasury shares held by the Company during the period were as
follows:

 

                       Number   Treasury shares

 of

        $000
                       shares
 1 October 2024        -        -
 Repurchase of shares  999,082  (7,563)
 31 March 2025         999,082  (7,563)

 

On 4 March 2025, the Company announced a share repurchase programme. All
shares repurchased are being held in treasury. The costs directly attributable
to the share repurchase amounted to $0.1m.

 

 

14.   Related party transactions

 

For the six months ended 31 March 2024 and year ended 30 September 2024, the
Group paid rent of $60,600 and $122,700 to McQuade Enterprises LLC, a company
owned by the previous owners of ESN. The Group's related party transactions
for FY24 are disclosed in the Group's 2024 Annual Report. McQuade Enterprises
LLC is no longer considered a related party of the Group.

 

For the six months ended 31 March 2025, there were no related party
transactions.

 

 

15.   Events after the balance sheet date

 

There were no events after the balance sheet date.

 

 

Responsibility Statement

 

 

The Directors confirm that to the best of our knowledge:

 

 

·      these Condensed Consolidated Interim Financial Statements have
been prepared in accordance with United Kingdom adopted International
Accounting Standard 34 "Interim Financial Reporting",

 

·      the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events and their
impact during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and

 

·      the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).

 

 

 

By order of the Board,

 

John-Paul
Savant

Chief Executive
Officer

 

 

14 May
2025

 

 

Glossary

 

 A&A                      Arts & Antiques
 atgAMP                   the Group's auctioneer marketing programme
 atgPay                   the Group's integrated payment solution
 atg Partner Network      the Group's partnerships with other Industrial & Commercial sites, which
                          enables an auctioneer to cross-list on these sites
 atgShip                  the Group's integrated shipping solution
 atgXL                    the Group's cross-listing solution enabling auctioneers to simultaneously run
                          timed auctions across ATG marketplaces and ATG white label
 Auction Mobility         Auction Mobility LLC
 BidSpotter               the Group's marketplace operated via the www.BidSpotter.co.uk and
                          www.BidSpotter.com domain
 EBITDA                   earnings before interest, taxes, depreciation and amortisation
 ESN                      the Group's marketplace operated via the www.EstateSales.NET domain
 GMV                      gross merchandise value, representing the total final sale value of all lots
                          sold via winning bids placed on the marketplaces or the platform, excluding
                          additional fees (such as online fees and auctioneers' commissions), sales of
                          retail jewellery (being new, or nearly new, jewellery) and real estate
 Gross transaction value  representing the total value of transactions processed through a marketplace,
                          including additional fees (such as online fees and auctioneers' commissions)
 i-bidder                 the Group's marketplace operated by the www.i-bidder.com domain
 I&C                      Industrial & Commercial
 LiveAuctioneers          the Group's marketplace operated via the www.liveauctioneers.com domain
 Lot-tissimo              the Group's marketplace operated via the www.lot-tissimo.com domain
 LTIP Awards              the Company's Long-term Incentive Plan
 Marketplaces             the online auction marketplaces operated by the Group
 Conversion rate          represents GMV as a percentage of THV; previously called 'online share'
 Organic revenue          is shown on a constant currency basis using average exchange rates for the
                          current financial period applied to the comparative period and is used to
                          eliminate the effects of fluctuations in assessing performance
 Proxibid                 the Group's marketplace operated via the www.proxibid.com domain
 The Saleroom             the Group's marketplace operated via the www.the-saleroom.com domain
 Take rate                represents the Group's marketplace revenue, excluding EstateSales.NET and real
                          estate, as a percentage of GMV. Marketplace revenue is the Group's reported
                          revenue excluding Content and Auction Services revenue
 THV                      total hammer value, representing the total final sale value of all lots listed
                          on the marketplaces or the platform, excluding additional fees (such as online
                          fees and auctioneers' commissions), sales of retail jewellery (being new, or
                          nearly new, jewellery) and real estate
 Timed auctions           auctions which are held entirely online (with no in-room or telephone bidders)
                          and where lots are only made available to online bidders for a specific,
                          pre-determined timeframe

 

 

Independent Review Report to Auction Technology Group plc

 

Conclusion

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
March 2025, which comprises the Condensed Consolidated Statement of Profit or
Loss and Other Comprehensive Income or Loss, the Condensed Consolidated
Statement of Financial Position, the Condensed Consolidated Statement of
Changes in Equity, the Condensed Consolidated Statement of Cash Flow and
related notes 1 to 15. We have read the other information contained in the
half yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the
condensed set of financial statements.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 March 2025 is not prepared, in
all material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

We conducted our review in accordance with International Standard on Review
Engagements 2410 (UK) "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.

 

As disclosed in note 1, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".

 

Conclusions Relating to Going Concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.

 

Responsibilities of the Directors

The Directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, 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 review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.

 

Use of our report

This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the company, for our work, for this report, or for the conclusions we
have formed.

 

 

 

Ernst & Young LLP

Reading

14 May 2025

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