REG - Auction Technology - Full Year Results
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RNS Number : 0029J Auction Technology Group PLC 26 November 2025
AUCTION TECHNOLOGY GROUP PLC
FULL YEAR RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
Full year results slightly ahead of market expectations, strong cash
generation and good strategic progress
London, United Kingdom, 26 November 2025 - Auction Technology Group plc
("ATG", "the Company", "the Group") (LON: ATG), the operator of world-leading
auction and list price marketplaces that connect millions of buyers with
unique items worth finding again, today announces its audited financial
results for the year ended 30 September 2025.
Financial results
FY25 FY24 Movement Reported
Organic(2)
Revenue(1&2) $190.2m $174.2m +9% +4%
Adjusted EBITDA(1) $76.8m $80.0m (4)%
Adjusted EBITDA margin %(1) 40.4% 45.9% (5.5)ppts
Operating (loss)/profit $(134.2)m $32.4m nm%
Adjusted diluted earnings per share(1) 37.9c 38.6c (2)%
Basic (loss)/earnings per share (118.2)c 19.7c nm%
Adjusted net debt(1) $174.0m $114.7m +52%
Adjusted operating cash flow(1) $73.7m $65.8m +12%
Financial highlights
● Revenue up 9.2% to $190.2m, driven by +13.7% A&A (including Chairish) and
+2.9% I&C. Revenue up 4.4% on a reported organic basis.
● Adjusted EBITDA down 4.0% to $76.8m, with adjusted EBITDA margin of 40.4%,
including Chairish and 42.7% excluding Chairish.
● Operating loss of $134.2m, driven by a non-cash goodwill impairment charge of
$150.9m, higher exceptional costs and lower adjusted EBITDA year-on-year.
● Adjusted diluted earnings per share of 37.9c, down 1.8% due to lower profit
before tax; basic loss per share of 118.2c.
● Continued strong adjusted operating cash flow of $73.7m representing
conversion of 96% (FY24: 82%) leading to adjusted free cash flow of $45.5m.
● As a result of the acquisition of Chairish for $85m in August, closing
adjusted net debt rose to $174.0m, up from $114.7m and the adjusted net
debt/adjusted EBITDA increased to 2.2x(3), up from 1.4x.
Operational highlights
● Group GMV(4) stable at $3.3bn, with A&A GMV up 1% to $0.8bn and I&C
GMV down 1% to $2.5bn. The Group conversion rate was broadly stable at 27%.
● Take rate(4) increased from 4.5% to 4.8% based on continued success extending
value-added services.
● Operating loss of $134.2m, driven by a non-cash goodwill impairment charge of
$150.9m, higher exceptional costs and lower adjusted EBITDA year-on-year.
● Enhanced both sides of the marketplace: expanded supply and demand including
26.8m lots listed, +12%; 99,000+ auctions facilitated, +13%; and growth in
bids placed to 85m. The Group has seen promising results from initial
investments to drive GMV by investing in two-sided marketplace fundamentals.
The Group is also making it even easier for auctioneers to reach more bidders
with the launch of cross-listing between ATG marketplaces and ATG white label
("atgXL").
● Acquisition of Chairish expands supply and buyer reach: which increases our
scale of buyers and sellers and improves the competitive position in
under-served segments. Chairish gives the Group a differentiated product and
enhances the ATG flywheel. The combination also benefits from high-confidence
operational synergies and will connect buyers across auction and list price
selling formats allowing greater cross-listing and expanding the Group's
addressable market. Trading at Chairish is in-line with expectations and we
have made good progress, with $4m of operational run-rate synergies already
achieved compared to the $8m target, with line of sight for the remainder.
John-Paul Savant, Chief Executive Officer of Auction Technology Group plc,
said:
"We continued to make critical strategic progress in FY25. Importantly, at ATG
our ambition remains the same and undiminished: to unlock the significant
potential of the curated secondary goods market by connecting buyers around
the world with unique finds. We are doing this by making it easy for
professional sellers to list items, extend their reach, and to connect with
the highest quality set of buyers. For those buyers we are creating a familiar
end-to-end e-commerce experience that easily enables them to explore and
discover the widest range items, in an environment that gives them confidence
and trust to buy, and then to return to buy again. Executing against this
ambition will drive ATG's conversion rate and thus GMV, grow our take rate by
monetising through our suite of value-added services, and also expand the
seller and buyer audiences thereby enhancing our marketplace flywheel. We are
determined to deliver upon this ambition. The execution this year, while not
delivering financially what we had expected, helped us take meaningful steps
forward to make that ambition a reality.
We are confident in our ability to execute against strategic initiatives and,
at the same time, we understand that we must, and will, deliver on our
commitments to the market. We believe we have the ability to do both and will
also improve the clarity with which we communicate what we see as an exciting
plan to deliver value to sellers, to buyers, and to ATG shareholders.
For FY26, we have a clear set of priorities and have made a strong start
executing against them. The executive team, the Board, and I look forward to
updating the market on our progress against the strategic initiatives while
also delivering on the financial commitments made for the year."
Current trading and outlook
For FY26 we expect performance in line with market expectations(5).
We expect at a Group level:
● Revenue growth of 4-5%(6) (at constant currency and pro-forma for the
consolidation of Chairish) driven mainly by value-added services, especially
the full year benefit of atgShip
● Revenue growth more weighted to the first half
● An adjusted EBITDA margin of 34.5-35.5% for the Group as a whole, reflecting
mix and full year contribution of Chairish
● Strong adjusted free cash flow generation continues
● Group leverage well below 2x by end FY26
Trading in the first month of FY26 has been robust and consistent with our
expectations for the year as a whole. The Group remains focused on delivering
on its strategic initiatives.
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, 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. The Group has made certain acquisitions that have affected the comparability
of the Group's results. Reported organic revenue is presented to exclude the
acquisition of Chairish. Organic revenue is also shown, which excludes
Chairish and 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.
3. Adjusted net debt / adjusted EBITDA per the senior facilities agreement (SFA).
4. Refer to glossary for full definition of the terms.
5. For FY26, the current range for revenue is from $238.0m to $245.7m with a
mid-point of $241.6m while adjusted EBITDA is from $82.9m to $87.0m with a
mid-point of $85.5m.
6. This equates to 28-29% on a constant currency basis with Chairish consolidated
for twelve months versus two months in FY25.
Webcast presentation
There will be an in-person and webcast
(https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fsparklive.lseg.com%2FAuctionTechnologyGroup%2Fevents%2F8e5b9e3f-c2a5-453c-9484-b883fd88ca07&data=05%7C02%7C%7Cfd01405f2ce2462de18008de1b8a9bcd%7C743cc921f3c8485cb60a91096db75891%7C1%7C0%7C638978479372745144%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=Rf0F%2Bx5QjtQRxaJDXMZpspdgq1QsZMV5Vo7C7hOGedo%3D&reserved=0)
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 chrisdyett@auctiontechnologygroup.com
matthewwalker@auctiontechnologygroup.com
For media enquiries press@auctiontechnologygroup.com (mailto:press@auctiontechnologygroup.com)
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 auction
and list price marketplaces that connect millions of buyers with unique items
worth finding again. ATG operates across two major sectors: Arts &
Antiques ("A&A") and Industrial & Commercial ("I&C").
The Group powers ten branded online auction and list price marketplaces using
best in class proprietary technology, and collectively facilitates the sale of
more than 26m unique secondary items per year with a value of over $12bn
annually. ATG has offices in North America, the United Kingdom, 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
CEO REVIEW
Overview
For FY25, ATG delivered revenue growth of 9.2%, 4.4% excluding Chairish, in
line with our guidance, executed well against our product and operational
initiatives, and enhanced our strategic position through M&A with the
acquisition of Chairish. Revenue growth was mainly driven by the strong
performance of value-added services, with revenues up 16% (excluding
Chairish), while there was slight growth in commission revenue (excluding
Chairish). As shown by the growth of value-added services, such as shipping,
ATG has an opportunity to grow revenue per transaction, while at the same time
increasing revenue for auctioneers and improving the process for buyers,
bringing it closer to a more typical e-commerce experience. In enhancing this
experience, we have started to leverage AI to improve discoverability of
suitable curated items for buyers and in-house for better lot prediction. Our
adjusted EBITDA decreased by 4.0% and margin to 40.4% largely due to a change
in revenue mix from the growth in value-added services, the inclusion of
Chairish for two months of the year and performance related pay.
In FY25, Gross Merchandise Value (GMV) across the Group was stable, an
improvement from the decline in the prior year. In I&C, GMV was down 1%, a
slowdown from the modest positive rate of growth in the first half. A&A
increased slightly with GMV up 1%, reflecting growth in the second half after
a slight decline in the first half. The Group's conversion rate was broadly
stable. We also expanded the Partner Network, welcoming new partner sites in
both A&A and I&C, increasing stickiness and ease of use for our
sellers. Average marketing spend per auctioneer increased in FY25, including
by 15% on Proxibid and 16% on BidSpotter.com, whilst spend per campaign also
increased across the majority of marketplaces. We increased the available
inventory of high demand assets through product enhancement and focused on
converting non-advertising auction houses to atgAMP through greater
incentivisation.
We made further progress developing and rolling out atgXL, our cross-listing
solution. We launched a single-upload feature in March, which allows an
auctioneer to upload their live auction catalogue from a single seller portal
and then list that inventory across multiple ATG marketplaces and on an ATG
white label. Auctioneers using atgXL saw sustained strong asset price uplifts
from cross-listing, averaging over 10%.
We continued to execute on our ambition to unlock the potential of the
secondary goods market by connecting buyers with unique finds by improving the
e-commerce experience and making it easier for sellers to list and find high
quality buyers. The areas of strategic focus for the Group during the year
have been as follows:
Making it easier for buyers
On the bidder side, we improved the user experience through the expansion of
atgShip. atgShip revenue more than doubled, 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 1,000 auctioneers were onboarded on atgShip by the
end of September compared to over 500 in March, with over 15,000 lots shipped
through atgShip in September versus over 4,500 in March. We see a good runway
for shipping revenue following our mandate which launched in April, requiring
US-based A&A auctioneers to offer atgShip as a delivery solution.
In FY25, we focused on phase one of redesigning the bidding journey for users
on LiveAuctioneers and bringing it closer to the typical e-commerce experience
that buyers are used to. This increases the chances of users converting into
active buyers. We improved ease of registration by implementing Google Sign-In
and strengthened search and discovery tools, including upgrading our search
technology so that users can find items they care about more easily. We added
options for suggested bid amounts in easy-to-use increments and actions to
improve the number of saves as well as adding prompts for personalised SMS
alerts which increased bids and wins. We added purchase protection for items
under $5,000 which increased bids from casual buyers and added clear upfront
shipping information on every lot. We rolled out our first AI-powered
recommendation model across several marketplaces which has improved
discoverability offering significantly better performance than third-party
solutions. We also launched an in-house AI model to predict lot categories
drawing on both current and historical inventory which feeds into our search
recommendations. Our improvements to two-sided marketplace fundamentals,
including search and discovery, are still in the early stages with further
benefits to come.
Making it easier for sellers
In FY25, ATG advanced our product and operational initiatives to improve the
experience of buyers and sellers on our marketplaces and to connect them more
effectively. Through the development and rollout of atgAMP and atgXL we made
it easier for auctioneers to target buyers, boost engagement, and generate the
highest value for their lots. We repackaged atgAMP marketing assets into
tiers, creating a more compelling offering. We offered entry-level packages
for new auctioneers, as well as "expansion" packages on Proxibid that enable
sales to be promoted across multiple ATG platforms and on our network of
partner sites through the ATG Partner Network. atgPay delivered solid growth
in FY25, underpinned by gradually increasing adoption, with atgPay processing
67% of US gross transaction value on LiveAuctioneers in the year.
Acquisition of Chairish to strengthen leadership position in A&A
We acquired Chairish in August 2025 to strengthen the Group's position in the
Arts and Antiques market. Chairish expands supply in complementary categories
and increases buyer reach into segments under-served by ATG. Chairish is a
highly strategic addition to the Group. The combination broadens channel
choice, increases market liquidity and builds commercial value, both near-term
through operational synergies and longer-term through building a stronger
differentiated tech-enabled platform for the discovery and exchange of unique
secondary items.
Founded in 2013, Chairish is a leading list price marketplace for
one-of-a-kind design inventory. Each year, Chairish connects 4.1m buyer and
seller accounts focused on unique, sustainable home décor. In the year to
31(st) December 2024, Chairish generated $51.2m of revenue from commission,
seller subscriptions, marketing fees and shipping revenue, with over 80% of
revenue from North America and the remaining 20% from Europe.
There is a strong rationale for the acquisition of Chairish:
1. It transforms the A&A value proposition by offering consumers the
choice of auction and list price merchandise.
2. It expands supply in complementary categories, adding 1.3 million
high-quality items and 12,000 sellers.
3. It brings new buyers and enhances the network effect, adding 4.5m monthly
visits.
4. It strengthens our competitive position, creating a stronger global
platform for ATG in the highly fragmented A&A market.
5. It provides robust high-confidence operational synergies.
6. It gives us the opportunity to apply our proven marketplace playbook,
leveraging our marketplace technology and value-added services, especially
seller marketing.
Leadership appointments to support growth
Following the announcement made in October 2024, Tom Hargreaves left ATG at
the end of February 2025. We were delighted to welcome Sarah Highfield who
joined as CFO in May. 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. We were also pleased 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
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. 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.
Looking to the future
As ATG continues to expand and consumer expectations rise, our ambition for
the Group is evolving from leading the world's curated auction marketplaces to
running the marketplaces people trust for finding, buying and selling items
worth reusing. This is supported by three key actions: mastering
discoverability at scale, turning our proprietary data into a competitive
advantage, and redefining how the next generation buys and sells. Our
priorities for FY26 reflect this ambition, including enhancing the buyer
experience for A&A, improving reach and ease of use for our sellers,
executing on the Chairish opportunity, accelerating innovation by leveraging
new tools and improved core technology while maintaining strong free cash flow
and de-levering the balance sheet.
Summary
The investments we are making in cross-listing, shipping, payments, digital
marketing, and more recently, in two-sided marketplace fundamentals, supported
by AI, substantially enhance the auction process for our auctioneer customers,
helping them improve the efficiency of their auctions and maximise their
return on investment. At the same time, they enhance the buyer experience by
making it easier to find relevant inventory, place bids, complete payments,
and receive unique secondary items. While the macroeconomic and geopolitical
environment is uncertain, the Group remains well positioned with clear
progress being made on our strategic initiatives and with a clear set of
priorities for the year ahead. I would like to thank our shareholders, buyers,
sellers, and especially our employees who make our success possible.
John-Paul Savant
Chief Executive Officer
CFO REVIEW
Introduction and overview
I am pleased to present my first report as Chief Financial Officer at ATG.
Overall, the Group has exciting prospects with the opportunity to improve the
buyer experience, and to over time drive GMV and conversion rate, which will
flow into revenue and adjusted EBITDA. A key strength of the business is the
healthy level of free cash flow generation.
My immediate priorities for FY26 are to:
● prudently balance investment with cost control, and to de-lever the business;
● to deliver on Chairish and extract full value from the acquisition; and
● to simplify the ATG story and messaging, further developing KPIs and improving
insight and data-driven decision making.
Financial performance summary
The Group's reported revenue for FY25 increased 9.2% year on year to $190.2m,
and 4.4% on a reported organic basis, excluding Chairish.
Adjusted EBITDA decreased from $80.0m to $76.8m year on year with the adjusted
EBITDA margin decreasing by 5.5ppt to 40.4% impacted by the increasing mix of
lower margin revenue streams, in particular atgShip, inclusion of Chairish for
two months, investment in two-sided marketplace fundamentals and
performance-related pay. Excluding Chairish, the adjusted EBITDA margin was
42.7%, in line with recently revised expectations, and a decrease of 3.2ppt
from FY24.
The Group incurred a loss before tax of $145.8m due to an exceptional non-cash
goodwill impairment charge of $150.9m, primarily relating to previous
acquisitions in A&A ($142.6m), with a smaller charge for Auction Services
($8.3m). The impairment was driven by macroeconomic conditions, a higher
discount rate, reduced long term growth rate and the impact of lower profits
announced on 4 August 2025 which led to our market capitalisation being well
below its net asset value. Further details are provided in note 10.
The Group generated $78.8m cash from operations, an increase from the prior
period (FY24: $71.6m) with an adjusted operating cash flow of $73.7m (FY24:
$65.8m), and an adjusted operating cash flow conversion rate of 96% (FY24:
82%). The increase in the conversion rate reflects higher cash generated from
operations including improvements in working capital. The adjusted net
debt/adjusted EBITDA ratio as per the Senior Facilities Agreement was 2.2x as
at 30 September 2025, slightly better than recently revised expectations.
Key activities in FY25
Successful refinancing
On 17 February 2025, the Group announced that it had successfully completed
the refinancing of its Senior Term Loan and Revolving Credit Facilities
("RCF") and entered a new $200.0m 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 June 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
Secured Overnight Financing Rate ("SOFR"), which represents a reduction
compared to the previous facilities. The refinancing incurred an exceptional
cash cost of $3.2m comprising the arrangement fee and adviser costs, which
will be amortised over a four-year period.
In August, as part of the Chairish acquisition we agreed a $75.0m incremental
RCF borrowing capacity, increasing the total committed RCF from $200.0m to
$275.0m on the same terms as the facility agreed in February. The outstanding
balance at 30 September 2025 was $190.0m (30 September 2024: $122.6m).
Chairish Inc acquisition
On 4 August 2025, the Group acquired 100% of the equity share capital of
Chairish Inc, for a total consideration of $84.8m, funded out of the Group's
existing cash balance and debt facilities. The purpose of the acquisition was
to strengthen the Group's competitive position in the A&A market, both by
expanding supply in complementary categories and by increasing buyer reach
into consumer segments previously under-served by ATG. The provisional
acquisition accounting is detailed in note 9.
The impact of the Chairish acquisition affects the comparability of the
Group's results. Therefore, to aid comparisons between FY24 and FY25, reported
organic revenue growth at actual currency is presented to exclude the
acquisition of Chairish. Organic revenue growth is also shown which excludes
Chairish and presents the results on a constant currency basis, using average
exchange rates for the current financial period applied to the comparative
period, to eliminate the effects of fluctuations in assessing performance.
Note 3 to the Consolidated Financial Statements includes a full reconciliation
of all alternative performance measures ("APMs") presented to the reported
results for FY25 and FY24.
The Group's operating segments remain unchanged, other than the addition of
Chairish as a new segment. However, we are now aggregating these into two
reportable operating segments A&A and I&C.
Previously the Group reported under four reportable operating segments:
A&A, I&C, Auction Services and Content. Comparative reportable segment
information for the prior year has been restated to provide comparability. The
change in reportable operating segments has no impact on the Group's
Consolidated Statement of Financial Position, results of operations or cash
flows. For further details on the change refer to note 4.
Financial performance
Reported
FY25 FY24 Movement
$m
$m
Revenue 190.2 174.2 9.2%
Cost of sales (71.8) (57.0) 26.0%
Gross profit 118.4 117.2 1.0%
Administrative expenses (101.7) (84.8) 19.9%
Impairment of goodwill (150.9) - 100%
Operating (loss)/profit (134.2) 32.4 (514.2)%
Adjusted EBITDA (as defined in note 3) 76.8 80.0 (4.0)%
Finance income 0.7 0.3 133.3%
Finance cost (12.3) (14.3) (14.0)%
Net finance costs (11.6) (14.0) (17.1)%
(Loss)/profit before tax (145.8) 18.4 (892.4)%
Income tax credit 1.2 5.8 (79.3)%
(Loss)/profit for the period attributable to the equity holders of the Company (144.6) 24.2 (697.5)%
Revenue
The Group's reported revenue for FY25 increased 9.2% year on year to $190.2m
and 4.4% on a reported organic basis. Commission, fixed fees and other
marketplace revenue contributed 0.8% to the growth with value-added services
contributing 3.9% with a net decline of 0.3% from other revenue. In FY25
management reviewed the THV metric (as defined in the glossary), resulting in
a reduction in the THV market sizing. To provide comparability year on year,
the THV metric for FY24 has been presented on a consistent basis with FY25.
FY25 FY24 Movement Movement reported organic Movement organic
$m $m reported
Arts & Antiques 115.2 101.3 13.7% 5.4% 4.7%
Industrial & Commercial 75.0 72.9 2.9% 2.9% 2.6%
Total 190.2 174.2 9.2% 4.4% 3.8%
Arts & Antiques
A&A THV(4) grew 3.0% to $5.2bn, GMV grew 1% year-on-year to $0.8bn and the
A&A conversion rate was broadly stable at 16%. Reported revenue in the
A&A segment grew 13.7% to $115.2m, including Chairish for two months from
the date of acquisition. On a reported organic basis, the business grew 5.4%
driven by the growth in value-added services revenue, predominantly atgShip,
with modest growth in commission. The value-added services growth contributed
to a 0.5ppt increase in the overall take rate to 10.3%, exceeding 10% for the
first time. There was improved revenue momentum in H2, driven by the success
of atgShip on LiveAuctioneers.
Industrial & Commercial
I&C THV was flat at $6.9bn with the stabilisation of used asset prices in
many categories whilst GMV fell slightly by 1% to $2.5bn. The conversion rate
was broadly flat at 36%. I&C revenue increased on a reported basis by 2.9%
to $75.0m and by 2.6% on an organic basis driven by the continued growth in
value-added services, predominantly marketing, contributing to the expansion
in the I&C take rate by 0.1ppt to 3.0%. We continue to see strong seller
loyalty maintained with over 90% of GMV on Proxibid coming from sellers who've
been on the platform for over five years.
Operating profit
The Group reported an operating loss of $134.2m compared to a profit of $32.4m
in the prior year, driven by the non-cash goodwill impairment charge of
$150.9m, an increase in administrative expenses and a higher cost of sales,
which more than offset the increase in revenue.
Gross profit increased by 1% year on year to $118.4m, with the gross margin
down 5.0ppt, driven by revenue mix, an increase in the internally generated
software amortisation charge and increased people and technology costs.
Administrative expenses increased by $16.9m to $101.7m, driven by the
following:
● the increase in exceptional costs by $9.0m to $10.2m relating to the Chairish
acquisition and integration (FY24: $1.1m);
● operating costs relating to Chairish for two months of $4.1m;
● slightly higher share-based payment expense of $6.4m (FY24: $6.0m) due to
share options awarded to Chairish senior management for $0.9m, net of decrease
due to changes in senior management during the year;
● increased people costs of $2.8m, and;
● amortisation of acquired intangible assets of $28.7m (FY24: $28.1m) increased
due to Chairish.
Excluding the impact of Chairish, exceptional costs, amortisation of acquired
assets and share-based payments, administrative
expenses of $52.3m were $2.8m higher than the prior year primarily due to
increased investment in our people.
(Loss)/profit before tax
Net finance costs were $11.6m compared to $14.0m in FY24. Finance costs of
$12.3m include $1.0m of exceptional costs related to the refinancing of our
Senior Loan Facility as well as the impact of a $0.7m non-cash foreign
exchange loss versus a $0.5m loss in FY24 related to intra-group balances.
Finance costs decreased to $9.4m (FY24: $12.4m) largely due to the interest
costs on the external borrowings benefitting from a lower average interest
rate of 7% which is based on the SOFR and lower average loan balance across
the year. Other finance costs of $1.2m (FY24: $1.3m) include commitment fees,
amortisation on our SFA 2029, interest on lease liabilities, and movement in
the deferred consideration in the prior year. Finance income of $0.7m
primarily relates to interest income and interest received on tax
(FY24: $0.3m).
After the impact of lower net finance costs year on year, the Group reported a
loss before tax of $145.8m (FY24: profit of $18.4m).
Taxation
The Group's statutory tax credit of $1.2m (FY24: $5.8m) with an effective tax
rate credit of 0.8% (FY24: 32%). This was driven by:
● a prior year tax credit of $2.1m, in respect of tax refunds owed to the Group
for the year ended 30 September 2020 and 2021 (FY24: charge of $0.7m);
● non-deductible impairment of goodwill of $35.7m and exceptional operating
items for the acquisition of Chairish of $1.4m (FY24: nil); and
● in FY24 there were unrealised foreign exchange differences and non-deductible
foreign exchange differences on intra-group loan balances giving rise to a tax
credit of $11.5m. The intra-group loan which gave rise to the foreign exchange
differences was redenominated at the end of FY24, and therefore this has not
been repeated in FY25. For further details refer to the tax reconciliation in
note 7.
The tax rate on adjusted earnings was 17%, which includes the benefit of
deductible goodwill, compared to 19% in the prior year. The Group expects the
tax rate on adjusted earnings to be 19-20% in FY26 subject to no further
changes in tax rates or legislation in our key jurisdictions.
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 w (https://www.auctiontechnologygroup.comw)
ww.auctiontechnologygroup.com.
(Loss)/earnings per share and adjusted earnings per share
Basic and diluted loss per share were 118.2c compared to earnings per share of
19.7c and 19.5c respectively in FY24, reflecting the loss before tax driven by
the non-cash goodwill impairment charge. The weighted average number of shares
during the year was 122.3m (FY24: 122.7m), with the movement due to the impact
of vested equity incentive awards, offset by the impact of the inaugural share
repurchase programme under which the Group repurchased 2.3m of the Group's
shares which are held in treasury.
Adjusted diluted earnings per share was 37.9c compared to 38.6c in FY24 and is
based on profit after tax adjusted to exclude impairment of goodwill,
share-based payment expense, exceptional items (operating and finance costs),
amortisation of acquired intangible assets and any related tax effects. The
decrease versus FY24 is driven by lower pre-tax profit. The weighted average
number of ordinary shares and dilutive options in the year was 123.7m (FY24:
123.8m). A reconciliation of the Group's (loss)/profit after tax to adjusted
earnings 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.
FY25 FY24
$m $m
United Kingdom 26.3 25.3
United States 156.5 143.3
Germany 7.4 5.6
Total 190.2 174.2
The average FY25 exchange rate of the US dollar weakened against pound
sterling and euro by 3.1% and 1.8% respectively compared to FY24, as shown in
the table below, resulting in a small positive impact on our Group revenue.
Average rate Closing rate
FY25 FY24 Movement FY25 FY24 Movement
Pound sterling 1.31 1.27 3.1% 1.34 1.34 -
Euro 1.11 1.09 1.8% 1.17 1.12 4.5%
Statement of financial position
The net assets of the Group at 30 September 2025 have decreased by $152.8m to
$526.6m since 30 September 2024.
As at 30 September 2025, based on the market capitalisation of the Group and
macroeconomic conditions, management undertook an impairment test for each
cash-generating unit ("CGU") and concluded that the A&A marketplace and
Auction Services CGUs should be impaired by $142.6m and $8.3m respectively.
There was no impairment for the Chairish CGU or the I&C CGU. For full
details on the impairment tests and sensitivity analysis performed see note
10.
Total assets decreased by $78.4m which is largely due to the impairment of
goodwill as noted above, the amortisation of intangible assets of $42.2m, net
of additions to internally developed software of $11.0m, and the consolidation
of Chairish which increased assets by $99.9m. Total liabilities increased by
$74.4m to $250.8m, primarily due to the increase in the RCF drawn at 30
September 2025, increasing the loans and borrowings by $65.7m and the
consolidation of Chairish which has higher working capital balances due to the
timing and nature of cash flows to sellers contributing $14.9m.
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
$40.0m. The programme was executed from March until July when it ceased. The
cash expense on the share repurchase programme was $16.5m in FY25.
The Company's capital allocation policy prioritises enhancing organic growth
of the business whilst de-leveraging to 1-2x leverage and maintaining an
appropriate level of liquidity headroom. Excess capital once leverage has
reduced to 1.5x may then be considered by the Board in terms of returns to
shareholders where appropriate, or investment in select inorganic
opportunities.
Cash flow and adjusted net debt
The Group generated $78.8m cash from operations, an increase from the prior
period (FY24: $71.6m), driven by a $12.2m movement in working capital
predominantly due to exceptional operating cost accruals and bonus accruals.
Expenditure on additions to internally generated software was $11.0m (FY24:
$10.8m) primarily relating to investments to improve the buyer experience, in
atgXL and in our technology platform consolidation.
As a result of the cash generation, refinancing, share repurchase programme
and acquisition of Chairish, adjusted net debt as at 30 September 2025 was
$174.0m, an increase from $114.7m as at 30 September 2024. The Group had cash
and cash equivalents excluding restricted cash of $13.2m and borrowings of
$187.2m as at 30 September 2025 (30 September 2024: cash and cash
equivalents excluding restricted cash of $6.8m and borrowings of $121.5m). The
adjusted net debt/adjusted EBITDA ratio as per the Senior Facilities Agreement
was 2.2x as at 30 September 2025.
The Group's adjusted operating cash flow was $73.7m (FY24: $65.8m), a
conversion rate of 96% (FY24: 82%). The increase in the conversion rate
reflects higher cash generated from operations due to the favourable movements
in working capital.
Reconciliation of cash generated from operations to adjusted operating cash
flow
FY25 FY24
$m $m
Cash generated from operations 78.8 71.6
Adjustments for:
Exceptional items 10.1 1.0
Working capital from exceptional and other items (3.9) 4.4
Additions to internally generated software (11.0) (10.8)
Additions to property, plant and equipment (0.3) (0.4)
Adjusted operating cash flow 73.7 65.8
Reconciliation of adjusted EBITDA to adjusted operating and adjusted free cash
flow
FY25 FY24
$m $m
Adjusted EBITDA 76.8 80.0
Movement in working capital 12.1 (7.4)
Add back: working capital from exceptional and other items (3.9) 4.4
Adjusted cash from operations 85.0 77.0
Additions to internally generated software (11.0) (10.8)
Additions to property, plant and equipment (0.3) (0.4)
Adjusted operating cash flow 73.7 65.8
Adjusted operating cash flow conversion 96% 82%
Interest and leases (13.2) (13.0)
Income tax paid (15.0) (13.4)
Adjusted free cash flow 45.5 39.4
Dividends
As per the Group's dividend policy, the Group sees strong growth opportunities
through organic and inorganic investments and, as such, intends to retain any
future earnings to finance such investments. The Company will review its
dividend policy on an ongoing basis but does not expect to declare or pay any
dividends for the foreseeable future. Therefore, no dividends have been paid
or proposed for FY25.
Post balance sheet events
There were no post balance sheet events.
Related parties
Related party disclosures are detailed in note 17.
Sustainability performance
Our marketplaces play a central role in the circular economy, facilitating the
resale and reuse of millions of items annually.
In terms of our own direct emissions, we have a relatively low carbon
footprint due to the nature of our operations. This year we saw continued
progress in reducing our Scope 1 and 2 emissions, reflecting the practical
steps we are taking to manage our direct footprint responsibly. Our Scope 3
emissions have increased, which is disappointing, but we now have a much
clearer understanding of the underlying drivers and where we will focus our
efforts in FY26.
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 to 31 December
2026. 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 through scenario planning, including of a
reasonable worst case downside scenario, to understand the impact of the
various risks on the Group's performance and the Group's debt covenants/cash
headroom. 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 in the scenario planning, are considered to be
unlikely to lead to a debt covenant breach or liquidity issues under the
individual scenarios and a combination.
After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence until at
least 31 December 2026 and therefore it remains appropriate to continue to
adopt the going concern basis in preparing the financial information.
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, which is calculated as
adjusted net debt vs 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 30 September 2025,
the net leverage ratio, per the SFA agreement, was 2.2x 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 THV of 6% versus the base case;
● a reduction in conversion rate of 1ppt versus the base case;
● a 50% reduction in revenue from value-added services versus the base case; and
● removal of any integration-linked Chairish revenue synergies from the base
case.
None of these scenarios individually, or in the combined scenario, which
reduces adjusted EBITDA by $18.4m 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. In addition, a reverse stress test
has been performed and revenue would have to decline by 14%, versus the base
case, across the whole Group without any cost mitigation actions applied, such
as 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 Consolidated Financial Statements for the year
ended 30 September 2025.
Sarah Highfield
Chief Financial Officer
Consolidated Statement of Profit or Loss and Other Comprehensive Income or
Loss
for the year ended 30 September 2025
Note Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Revenue 4,5 190,151 174,148
Cost of sales (71,776) (56,924)
Gross profit 118,375 117,224
Administrative expenses (101,038) (82,596)
Impairment of goodwill 10 (150,863) -
Net impairment loss on trade receivables 11 (707) (2,224)
Other operating income 14 24
Operating (loss)/profit (134,219) 32,428
Finance income 6 772 258
Finance costs 6 (12,332) (14,303)
Net finance costs 6 (11,560) (14,045)
(Loss)/profit before tax (145,779) 18,383
Income tax 7 1,184 5,809
(Loss)/profit for the year attributable to the equity holders of the Company (144,595) 24,192
Other comprehensive (loss)/income for the year 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 (737) 944
Fair value gain arising on hedging instruments during the year 2,117 13,019
Tax relating to these items 7 (30) (3,255)
Other comprehensive income for the year, net of income tax 1,350 10,708
Total comprehensive (loss)/income for the year attributable to the equity (143,245) 34,900
holders of the Company
(Loss)/earnings per share cents cents
Basic 8 (118.2) 19.7
Diluted 8 (118.2) 19.5
The above results are derived from continuing operations.
Consolidated Statement of Financial Position
as at 30 September 2025
Note 30 September Restated Restated
2025 30 September 1 October
$000 2024 2023
$000 $000
ASSETS
Non-current assets
Goodwill 10 479,595 580,829 569,412
Other intangible assets 10 257,926 244,274 269,729
Property, plant and equipment 708 827 874
Right of use assets 1,874 2,699 3,941
Trade and other receivables 11 407 1,427 138
Total non-current assets 740,510 830,056 844,094
Current assets
Trade and other receivables 11 19,287 17,423 19,965
Contract assets 5 1,991 1,499 1,856
Tax assets 2,453 - 124
Cash and cash equivalents 12 13,163 6,826 10,416
Total current assets 36,894 25,748 32,361
Total assets 777,404 855,804 876,455
LIABILITIES
Non-current liabilities
Loans and borrowings 14 (187,160) (98,530) (132,923)
Tax liabilities - - (976)
Lease liabilities (1,494) (2,549) (3,240)
Deferred tax liabilities 15 (20,455) (33,857) (48,130)
Total non-current liabilities (209,109) (134,936) (185,269)
Current liabilities
Trade and other payables 13 (36,652) (11,491) (30,343)
Contract liabilities 5 (3,631) (1,639) (1,851)
Loans and borrowings 14 (35) (22,953) (15,688)
Tax liabilities (335) (4,483) (3,779)
Lease liabilities (1,008) (886) (731)
Total current liabilities (41,661) (41,452) (52,392)
Total liabilities (250,770) (176,388) (237,661)
Net assets 526,634 679,416 638,794
Note 30 September Restated Restated
2025 30 September 1 October
$000 2024 2023
$000 $000
EQUITY
Share capital 16 17 17 17
Share premium 16 335,162 334,463 334,458
Other reserve 16 328,251 330,310 330,310
Treasury shares 16 (16,462) - -
Capital redemption reserve 16 7 7 7
Share option reserve 16 26,465 31,418 32,683
Foreign currency translation reserve 16 (27,482) (28,862) (42,825)
Retained (losses)/earnings 16 (119,324) 12,063 (15,856)
Total equity 526,634 679,416 638,794
The Consolidated Financial Statements for the year ended 30 September 2024
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.
Consolidated Statement of Changes in Equity
for the year ended 30 September 2025
Note Share capital $000 Share premium $000 Other reserve Treasury shares Capital redemption reserve Share option reserve Foreign currency translation reserve Retained Total
$000 $000 $000 $000 $000 (losses)/ equity
earnings $000
$000
1 October 2023 17 334,458 330,310 - 7 32,683 (42,825) (8,195) 646,455
Adjustment (see note 1) - - - - - - - (7,661) (7,661)
1 October 2023 17 334,458 330,310 - 7 32,683 (42,825) (15,856) 638,794
(restated see note 1)
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 16 - 5 - - - - - - 5
Share-based payments 16 - - - - - (1,265) - 7,665 6,400
Tax relating to items taken directly to equity (restated) 7 - - - - - - - (683) (683)
30 September 2024 17 334,463 330,310 - 7 31,418 (28,862) 12,063 679,416
(restated see note 1)
Loss for the year - - - - - - - (144,595) (144,595)
Other comprehensive income/(loss) - - - - - - 1,380 (30) 1,350
Total comprehensive income/(loss) for the year - - - - - - 1,380 (144,625) (143,245)
Transactions with owners
Shares issued 16 - 699 - - - - - - 699
Repurchase of ordinary share capital 16 - - - (16,462) - - - - (16,462)
Share-based payments 16 - - - - - (4,953) - 11,282 6,329
Transfer between reserves on impairment of subsidiaries 16 - - (2,059) - - - - 2,059 -
Tax relating to items taken directly to equity 7 - - - - - - - (103) (103)
30 September 2025 17 335,162 328,251 (16,462) 7 26,465 (27,482) (119,324) 526,634
The Consolidated Financial Statements for the year ended 30 September 2024
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.
Consolidated Statement of Cash Flows
for the year ended 30 September 2025
Note Year ended Year ended
30 September 2025 30 September 2024
$000 $000
Cash flows from operating activities
(Loss)/profit before tax (145,779) 18,383
Adjustments for:
Impairment of goodwill 10 150,863 -
Amortisation of acquired intangible assets 10 33,273 32,484
Amortisation of internally generated software 10 8,927 6,532
Depreciation of property, plant and equipment 439 426
Depreciation of right of use assets 907 939
Loss on derecognition of right of use assets - 99
Share-based payment expense 6,418 6,015
Finance income 6 (772) (258)
Finance costs 6 12,332 14,303
Operating cash flows before movements in working capital 66,608 78,923
Decrease in trade and other receivables 297 1,907
(Increase)/decrease in contract assets (396) 433
Increase/(decrease) in trade and other payables 12,630 (9,383)
Decrease in contract liabilities (366) (253)
Cash generated by operations 78,773 71,627
Income taxes paid (14,956) (13,396)
Net cash from operating activities 63,817 58,231
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 9 (84,843) -
Additions to internally generated software 10 (10,994) (10,843)
Payment for property, plant and equipment (311) (362)
Receipt of interest on lease receivable 10 9
Receipt of lease asset 107 132
Finance income received 445 249
Net cash used in investing activities (95,586) (10,815)
Cash flows from financing activities
Payment of deferred consideration 9 - (10,000)
Repayment of loans and borrowings 15 (142,636) (37,150)
Proceeds from loans and borrowings 15 210,000 9,500
Payment of interest on lease liabilities (182) (281)
Payment of lease liabilities (955) (749)
Shares issued 16 699 5
Repurchase of shares 16 (16,462) -
Interest and fees on loans and borrowings paid 15 (12,632) (12,459)
Net cash used in financing activities 37,832 (51,134)
Cash and cash equivalents at the beginning of the year 6,826 10,416
Net increase/(decrease) in cash and cash equivalents 6,063 (3,718)
Effect of foreign exchange rate changes 274 128
Cash and cash equivalents at the end of the year 12 13,163 6,826
Notes to the Consolidated 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.
Restatement
Correction of misstatement in accounting for a business combination
During the preparation of the 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 and goodwill as part of the business combination were 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 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 year ended 30 September 2024 on the 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 Consolidated Statement of Financial Position and 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 10) 589,989 (9,160) 580,829 578,572 (9,160) 569,412
Net deferred tax liabilities (see note 15) (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)
There was no impact to the Consolidated Statement of Profit and Loss and Other
Comprehensive Income or Loss and the Consolidated Statement of Cash Flows as a
result of this restatement.
Basis of preparation
The Consolidated Financial Statements consolidate those of the Company and its
subsidiaries (together referred to as the "Group"). The parent Company
accounts present information about the entity and not about its Group.
The Consolidated Financial Statements have been prepared and approved by the
Directors in accordance with UK-adopted International Accounting Standards
("UK-adopted IAS") and with the requirements of the Companies Act 2006.
The Consolidated Financial Statements have been prepared under the historical
cost convention, except for certain financial instruments which have been
measured at fair value. All accounting policies set out below have been
applied consistently to all periods presented in these Consolidated Financial
Statements.
The information for the year ended 30 September 2024 does not constitute
statutory accounts for the purposes of Section 435 of the Companies Act 2006.
A copy of the accounts for the Company for the year ended 30 September 2024
has been delivered to the Registrar of Companies. The auditor's report on
those accounts was not qualified and did not contain statements under Section
498(2) or 498(3) of the Companies Act 2006. The accounts for the year ended 30
September 2025 have been audited and finalised on the basis of the financial
information presented by the Directors in this Preliminary Statement and will
be delivered to the Registrar of Companies following the Annual General
Meeting.
New and amended accounting standards adopted by the Group
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
The adoption of the standards and interpretations has not led to any changes
to the Group's accounting policies or had any other material impact on the
financial position or performance of the Group.
New and amended accounting standards that have been issued but are not yet
effective
New standards and interpretations that are in issue but not yet effective are
listed below:
● Amendments to IAS 21: Lack of Exchangeability
● Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial
Instruments
● Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7: Annual Improvements
to Accounting Standards
● IFRS 18: Presentation and Disclosure in Financial Statements
● IFRS 19: Subsidiaries without Public Accountability: Disclosures
With the exception of the adoption of IFRS 18, the adoption of the above
standards and interpretations are not expected to lead to any material changes
to the Group's accounting policies nor have any other material impact on the
financial position or performance of the Group. IFRS 18 was issued in April
2024 and is effective for periods beginning on or after 1 January 2027. Early
application is permitted and comparatives will require restatement. The
standard will replace IAS 1, "Presentation of Financial Statements" and
although it will not change how items are recognised and measured, the
standard brings a focus on the income statement and reporting of financial
performance. Specifically, it classifies income and expenses into three new
defined categories - "operating", "investing" and "financing" and two new
subtotals "operating profit and loss" and "profit or loss before financing
and income tax", introduces disclosures of management defined performance
measures and enhances general requirements on aggregation and disaggregation.
The impact of the standard on the Group is being assessed and it is not yet
practicable to quantify the effect of IFRS 18 on these Consolidated Financial
Statements, however there is no impact on presentation for the Group in the
current year given the effective date - this will be applicable for
the Group's FY28 reporting period.
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 31 December 2026.
The Directors have assessed the Group's prospects, both as a going concern and
its longer-term viability. 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
31 December 2026. For this reason, the Directors continue to adopt the going
concern basis in preparing the Consolidated Financial Statements for the year
ended 30 September 2025. The process and key judgements in coming to this
conclusion are set out below:
Liquidity
On 11 February 2025, the Group entered into a new senior facilities agreement
(the "SFA 2029") comprising a multi-currency credit facility of $200.0m. On 4
August 2025, the facility was increased by a further $75.0m under the existing
agreement, bringing the total facility to $275.0m. All amounts outstanding
under the SFA 2029 will be due for repayment on 10 February 2029, subject to
the optionality of a 12-month extension. On 14 February 2025, the Group drew
down $115.6m under the revolving credit facility ("RCF") to refinance the
existing term loan and refinancing costs. A further $90.0m was drawn on 4
August 2025 to fund the acquisition of Chairish. At 30 September 2025, a total
of $190.0m was drawn under the RCF, bearing interest at a margin of 2.0% 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 30 September 2025, the net leverage
ratio was 2.2x (as per the SFA 2029 definition) 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 THV of 6% versus the base case;
● a reduction in conversion rate of 1ppt versus the base case;
● a 50% reduction in revenue growth from value-added services versus the base
case; and
● removal of any integration-linked Chairish revenue synergies from the base
case.
None of these scenarios individually, or in the combined scenario, which
reduces adjusted EBITDA by $18.4m 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 14% across the whole Group
without any cost mitigation actions applied, such as 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 Consolidated Financial Statements for the year ended 30
September 2025.
Climate change
The Group has assessed the impacts of climate change on the Group's
Consolidated Financial Statements, including our commitment to achieving Net
Zero by 2040 and the actions the Group intends to take to achieve those
targets. The assessment did not identify any material impact on the Group's
significant judgements or estimates at 30 September 2025, or the assessment of
going concern and the Group's viability over the next three years.
Specifically, we have considered the following areas:
● the physical and transition risks associated with climate change; and
● the actions the Group is taking to meet its carbon reduction and Net Zero
targets.
As a result, the Group has assessed the potential impacts of climate change on
the Consolidated Financial Statements, and in particular on the following
areas:
● the impact on the Group's future cash flows, and the resulting impact such
adjustments to the future cash flows would have on the outcome of the annual
impairment testing of goodwill balances (see note 10), the recognition of
deferred tax assets and our assessment of going concern;
● the carrying value of the Group's assets, in particular the recoverable
amounts of intangible assets and property, plant and equipment; and
● changes to estimates of the useful economic lives of intangible assets and
property, plant and equipment.
2. Significant judgements and key sources of estimation uncertainty
The preparation of the Group's Consolidated Financial Statements requires the
use of certain judgements, estimates and assumptions that affect the reported
amounts of assets, liabilities, income and expenses. Estimates and judgements
are evaluated continually, and are based on historical experience and other
factors, including expectations of future events that are believed to be
reasonable under the circumstances.
Significant judgements
Significant judgements are those that the Group has made in the process of
applying the Group's accounting policies and that have the most significant
effect on the amounts recognised in the financial statements. For the year
ended 30 September 2025, the following significant judgements were identified:
Goodwill and other intangible assets arising from business combinations
Chairish Inc. was acquired on 4 August 2025, and under IFRS 3 "Business
Combinations", the purchase price of an acquired company must be allocated
between intangible assets and the net assets of the acquired business with the
residual amount of the purchase price recorded as goodwill. The determination
of the value of the intangible assets requires significant judgements and
estimates to be made by management. These judgements can include, but are not
limited to, the cash flows (including synergies relating to cross-listing)
that an asset is expected to generate in the future and the appropriate
weighted average cost of capital (including the inclusion of an alpha
premium). Of the intangibles acquired, the customer relationships and brands
are especially sensitive to changes in assumptions on customer attrition rates
and royalty rates respectively, as further outlined in note 9.
Judgement is also required in determining appropriate useful economic lives
("UEL") of the intangible assets arising from business combinations.
Management makes this judgement on an asset class basis and has determined
that contracts with customers have a UEL of two to 14 years; brands have a UEL
of five to 15 years; software has a UEL of three to 10 years; and non-compete
agreements have a UEL of four years.
Key estimates
Key estimation uncertainties are the key assumptions concerning the future and
other key sources of estimation uncertainty at the reporting date that may
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next period. Changes in
accounting estimates may be necessary if there are changes in the
circumstances on which the estimates were based, or as a result of new
information or more experience. For the year ended 30 September 2025, the key
sources of estimation uncertainties are detailed below:
Impairment of goodwill
At least on an annual basis, or if there is an impairment indicator,
management performs a review of the carrying values of goodwill and intangible
assets. Management performed an impairment assessment for each group of
cash-generating units ("CGUs"), in light of macroeconomic factors, increase in
the discount rate and reduction in the long-term growth rate assumptions,
together with revised forecasts and the resulting impact on the Group's market
capitalisation.
This required an estimate of the value in use for each group of CGUs to which
the goodwill and intangible assets are allocated. To estimate the value in
use, management estimates the expected future cash flows for each group of
CGUs and using its specific discount rate, discounts them to their present
value, which is appropriate for the country where the goodwill and intangible
assets are allocated.
Forecasting expected cash flows inherently requires estimation and selecting
an appropriate discount and long-term growth involves judgement. The resulting
calculation for the Auction Services and A&A CGU show an impairment as at
30 September 2025 of $8.3m and $142.6m respectively.
Management considers that the assumptions made represent their best estimate
of the future cash flows generated by the group of CGUs, and that the discount
rate and long-term growth rate used are appropriate given the risks associated
with the specific cash flows. Sensitivity analysis has been performed over the
estimates as disclosed in note 10.
Recognition of deferred tax assets
Following the acquisition of Chairish on 4 August 2025, the Group has tax
losses and unrelieved interest with a value of $47.0m, which are available to
offset against future taxable profits. Deferred tax assets of $28.0m have been
recognised in respect of a portion of these losses and unrelieved interest,
limited to the extent of when deferred tax liabilities in the same
jurisdictions are expected to reverse and calculation of and the state tax
apportionment rates.
Given the quantum, complexity of legislation and limitations on the use of
losses when there is a change of ownership, there is significant estimation
required to determine the losses that should be recognised. Estimates also
have to be made on the expected timing of the deferred tax liabilities
reversing and apportionment factors of state taxes. Further detail is provided
in note 15, along with sensitivity analysis.
3. Alternative performance measures
The Group uses a number of alternative performance measures ("APMs") in
addition to those measures reported in accordance with 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 UK-adopted IAS. 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.
Other commentary within the Annual Report and Accounts (CFO's Review), should
be referred to in order to fully appreciate all the factors that affect 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 (loss)/profit before taxation, net finance costs,
impairment, 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 (loss)/profit before tax to
adjusted EBITDA:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
(Loss)/profit before tax (145,779) 18,383
Adjustments for:
Net finance costs (note 6) 11,560 14,045
Impairment of goodwill (note 10) 150,863 -
Amortisation of acquired intangible assets (note 10) 33,273 32,484
Amortisation of internally generated software (note 10) 8,927 6,532
Depreciation of property, plant and equipment 439 426
Depreciation of right of use assets 907 939
Share-based payment expense 6,418 6,015
Exceptional operating items 10,153 1,145
Adjusted EBITDA 76,761 79,969
The following table provides the calculation of adjusted EBITDA margin which
represents adjusted EBITDA divided by revenue:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Reported revenue (note 4, 5) 190,151 174,148
Adjusted EBITDA 76,761 79,969
Adjusted EBITDA margin 40.4% 45.9%
The basis for treating these items as adjusting is as follows:
Impairment of goodwill
The Group conducts an annual impairment review of goodwill and intangible
assets. This review compares the carrying value on the Group's non-current
assets against the present value of the future cash flows they are expected to
generate. In light of macroeconomic factors, increase in the discount rate and
reduction in the long-term growth rate assumptions, together with revised
forecasts and the resulting impact on the Group's market capitalisation
contributed to an exceptional non-cash goodwill impairment charge of $150.9m
(FY24: $nil). More detail can be found in note 10.
Share-based payment expense
The Group has issued share awards to employees and Directors: at the time of
IPO; for the acquisition of LiveAuctioneers and Chairish; and 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 lifecycle as a listed business with
significant acquisitions, 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:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Acquisition costs (6,591) (828)
Integration costs (3,562) -
Finance transformation - (317)
Total exceptional operating items (10,153) (1,145)
The acquisition and integration costs in FY25 were primarily in respect of the
costs relating to the acquisition of Chairish on 4 August 2025 and integration
into the Group (see note 9). 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 comprise legal,
professional, and other consultancy expenditure incurred. Integration costs
comprise severance costs, retention bonuses and consultancy expenditure.
The acquisition costs in FY24 were primarily in respect of the costs relating
to the acquisition of ESN on 6 February 2023. Acquisition costs comprise
legal, professional, and other consultancy expenditure incurred and retention
bonuses for ESN employees payable one year after completion. The retention
bonus was subject to service conditions and was accrued over the period.
Costs of $0.3m in FY24 were incurred 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
$6.2m (FY24: $2.5m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings excludes share-based payment expense, exceptional items
(operating and finance), impairment of goodwill, amortisation of acquired
intangible assets, and any related tax effects.
The following table provides a reconciliation from (loss)/profit after tax to
adjusted earnings:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
(Loss)/profit attributable to equity shareholders of the Company (144,595) 24,192
Adjustments for:
Impairment of goodwill 150,863 -
Amortisation of acquired intangible assets 33,273 32,484
Exceptional finance items 1,724 906
Share-based payment expense 6,418 6,015
Exceptional operating items 10,153 1,145
Deferred tax on unrealised foreign exchange differences - (8,054)
Tax on adjusted items (10,927) (8,929)
Adjusted earnings 46,909 47,759
Number Number
Diluted weighted average number of shares (note 8) 123,734,009 123,848,562
cents cents
Adjusted diluted earnings per share (cents) 37.9 38.6
The basis for treating these items not already defined above as adjusting is
as follows:
Amortisation of acquired intangible assets 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, intra-group balances and restricted
cash, movements in contingent 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 this is consistent with
how the business performance is reported and assessed by the Board.
Deferred tax on unrealised foreign exchange differences
For 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 loans. The unrealised foreign
exchange differences were not recognised in the Group's (loss)/profit for the
year due to differences in the functional currency basis under tax and
accounting rules for the US holding entities (see note 7).
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 the
Group prefers to give users of its 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.
Reported organic revenue and organic revenue
The Group has made an acquisition in the year that has affected the
comparability of the Group's results. Therefore, to aid comparisons between
FY24 and FY25, reported organic revenue is presented to exclude the
acquisition of Chairish.
Organic revenue is also shown, which excludes Chairish and 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. Refer to the Glossary.
The following table provides a reconciliation of organic revenue from reported
results:
Unaudited Unaudited
Year ended Year ended
30 September 2025 30 September 2024
$000 $000
Reported revenue 190,151 174,148
Acquisition related adjustment (8,365) -
Reported organic revenue 181,786 174,148
Constant currency adjustment - 997
Organic revenue 181,786 175,145
Increase in reported organic revenue % 4.4%
Increase in organic revenue % 3.8%
Adjusted net debt
Adjusted net debt comprises external borrowings net of arrangement fees and
cash at bank which allows management to monitor the indebtedness of the Group.
Adjusted net debt excludes lease liabilities and restricted cash (see note
12).
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.
30 September 30 September
2025 2024
$000 $000
Cash at bank (note 12) 13,162 6,824
Current loans and borrowings (note 14) (35) (22,953)
Non-current loans and borrowings (note 14) (187,160) (98,530)
Total loans and borrowings (187,195) (121,483)
Adjusted net debt (174,033) (114,659)
Adjusted operating cash flow and adjusted operating cash flow conversion
Adjusted operating 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 operating cash flow as a percentage
of adjusted EBITDA.
Adjusted free cash flow
Adjusted free cash flow represents adjusted operating cash flow adjusted for
interest, lease and tax paid.
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 operating
cash flow and operating cash flow conversion. A reported operating cash flow
and cash conversion rate has not been provided as it would not give a fair
indication of the Group's operating cash flow and conversion performance given
the high value of working capital from exceptional items.
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Adjusted EBITDA 76,761 79,969
Cash generated by operations 78,773 71,627
Adjustments for:
Exceptional operating items 10,153 1,145
Working capital from exceptional and other items (3,960) 4,282
Additions to internally generated software (note 10) (10,994) (10,843)
Additions to property, plant and equipment (311) (362)
Adjusted operating cash flow 73,661 65,849
Adjusted operating cash flow conversion (%) 96% 82%
Loan interest and lease liability paid (13,769) (13,489)
Finance income and lease income received 562 390
Income taxes paid (14,956) (13,396)
Adjusted free cash flow 45,498 39,354
4. Operating segments
IFRS 8 "Operating segments", requires the Group to determine its operating
segments based on information which is provided internally to the chief
operating decision maker ("CODM") to assess performance of the business and
allocate resources within the Group. The CODM for the Group is the Executive
Leadership team. Previously, the Group had four reportable operating segments:
A&A marketplaces ("A&A"); I&C marketplaces ("I&C"); Auctions
Services; and Content.
In September 2025, following the acquisition of Chairish, operational
developments across the business and changes in finance leadership, the Group
now reports under two reportable operating segments, representing an
aggregation of operating segments in accordance with the aggregation criteria
within IFRS 8: Arts & Antiques ("A&A") and Industrial & Commercial
("I&C").
Chairish has been allocated to the A&A reported operating segment. This is
on the basis that Chairish traditionally includes items sold on arts and
antique platforms and the purpose of the acquisition was to expand the A&A
segment into an attractive adjacent channel for the resale of second-hand
items.
Operations previously reported under Auction Services, which included the
Group's auction house back office and white label products, have been
allocated to the A&A segment, and WaveBid has been allocated to the
I&C segment. Content represented the Antiques Trade Gazette revenue
streams and therefore this has been included with A&A.
The Annual Report has presented for the year ending 30 September 2025 on this
basis with the prior year disclosures restated.
An overview of the two operating segments is summarised as follows:
● A&A focuses on providing auction houses and sellers, that specialise in
the sale of arts, antiques, pre-owned furniture and home decor. It has access
to its platforms which include; thesaleroom.com, liveauctioneers.com,
chairish.com, lot-tissimo.com, pamono.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 and sellers to sell their goods. The segment also
generates earnings through value-added services and subscription services. The
Group contracts with customers predominantly under service agreements, where
the number of auctions to be held or the number of items listed with the
service offering differing from client to client. Within the A&A segment
it also includes earnings from the Antiques Trade Gazette subscriptions and
advertising.
● I&C focuses on offering auction houses that specialise in the sale of
industrial and commercial goods and machinery access to its platforms which
include 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 value-added services. The Group contracts with customers
predominantly under service agreements, where the number of auctions to be
held with the service offering differing from client to client.
There are no undisclosed or other operating segments.
Central costs consist of expenses for central services such as technology,
marketing, human resources and finance, which support the overall organisation
rather than individual operating segments.
An analysis of the results for the year by reportable segment is as follows:
Year ended 30 September 2025
A&A I&C Centrally allocated Total
$000 $000 costs $000
$000
Revenue 115,163 74,988 - 190,151
Adjusted EBITDA 78,510 63,855 (65,604) 76,761
(see note 3 for definition and reconciliation)
Impairment of goodwill (note 10) (150,863) - - (150,863)
Amortisation of intangible assets (note 10) (28,982) (13,218) - (42,200)
Depreciation of property, plant and equipment (184) (255) - (439)
Depreciation of right of use assets (780) (127) - (907)
Share-based payment expense (2,010) (2,209) (2,199) (6,418)
Exceptional operating items (note 3) (10,153) - - (10,153)
Operating (loss)/profit (114,462) 48,046 (67,803) (134,219)
Net finance costs (note 6) - - (11,560) (11,560)
(Loss)/profit before tax (114,462) 48,046 (79,363) (145,779)
Year ended 30 September 2024
A&A I&C Centrally allocated Total
$000 $000 costs $000
$000
Revenue 101,294 72,854 - 174,148
Adjusted EBITDA 81,223 61,642 (62,896) 79,969
(see note 3 for definition and reconciliation)
Amortisation of intangible assets (note 10) (27,603) (11,413) - (39,016)
Depreciation of property, plant and equipment (186) (240) - (426)
Depreciation of right of use assets (740) (199) - (939)
Share-based payment expense (1,542) (1,810) (2,663) (6,015)
Exceptional operating items (note 3) (828) - (317) (1,145)
Operating profit/(loss) 50,324 47,980 (65,876) 32,428
Net finance costs (note 6) - - (14,045) (14,045)
Profit/(loss) before tax 50,324 47,980 (79,921) 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.
30 September 2025 30 September 2024 (restated)
Total Additions Total Additions
non-current to non-current non-current to non-current
assets assets assets assets
$000 $000 $000 $000
By operating segment
A&A 516,619 100,102 595,885 5,156
I&C 223,891 5,350 234,171 6,088
740,510 105,452 830,056 11,244
Year ended Restated
30 September Year ended
2025 30 September
$000 2024
$000
By geographical location
United Kingdom 60,749 68,202
United States 667,607 756,556
Germany 12,139 5,298
Mexico 15 -
740,510 830,056
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
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Product
Commission 92,178 87,599
Subscription and fixed fees 40,244 38,965
Value-added services 52,769 41,991
Other 4,960 5,593
190,151 174,148
Primary geographical markets
By location of operations
United Kingdom 26,308 25,299
United States 156,439 143,282
Germany 7,404 5,567
190,151 174,148
By location of customer
United Kingdom 28,017 25,889
United States 146,018 132,708
Europe 10,300 8,892
Rest of world 5,816 6,659
190,151 174,148
Timing of transfer of goods and services
Point in time 170,922 155,285
Over time 19,229 18,863
190,151 174,148
The Group has recognised the following assets and liabilities related to
contracts with customers:
30 September 30 September 1 October
2025 2024 2023
$000 $000 $000
Contract assets 1,991 1,499 1,856
Contract liabilities (3,631) (1,639) (1,851)
The following table shows how much of the revenue recognised in the current
reporting period relates to carried-forward contract liabilities:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Revenue recognised that was included in the contract liabilities balance at 1,223 1,797
the beginning of the year
6. Net finance costs
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Interest income 445 249
Interest on tax 317 -
Interest on lease receivable 10 9
Finance income 772 258
Interest on loans and borrowings (9,380) (12,437)
Amortisation of finance costs (1,665) (679)
Foreign exchange loss (735) (525)
Movements in deferred consideration - (131)
Interest on lease liabilities (182) (281)
Interest on tax (370) (250)
Finance costs (12,332) (14,303)
Net finance costs (11,560) (14,045)
7. Taxation
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Current tax
Current tax on profit for the year 11,386 9,731
Adjustments in respect of prior years (2,866) 214
Total current tax 8,520 9,945
Deferred tax
Current year (10,359) (15,967)
Adjustments from change in tax rates (102) (278)
Adjustments in respect of prior years 757 491
Deferred tax (9,704) (15,754)
Tax credit (1,184) (5,809)
The tax on the Group's (loss)/profit before tax differs from the theoretical
amount that would arise using the standard tax rate applicable to
(losses)/profits of the Group as follows:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
(Loss)/profit before tax (145,779) 18,383
Tax at United Kingdom tax rate of 25% (FY24: 25%) (36,445) 4,596
Tax effect of:
Differences in overseas tax rates 564 370
Deferred tax on unrealised foreign exchange differences (i) - (8,054)
Foreign exchange difference not deductible/(taxable) for tax purposes (ii) 149 (3,440)
Non-deductible impairment of goodwill (iii) 35,652 -
Non-deductible expenditure (iv) 716 1,313
Non-deductible exceptional operating items (v) 1,407 -
Research and development credits (814) (582)
Movement in provisions for tax uncertainties (vi) (637) (439)
Movement in unrecognised deferred tax assets (vii) 435 -
Adjustments from change in tax rates (viii) (102) (278)
Adjustments in respect of prior years (ix) (2,109) 705
Tax credit (1,184) (5,809)
i. In FY24, the deferred tax credit on unrealised foreign exchange differences of
$8.1m arose from US holding companies with pound sterling as their functional
currency for the 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 of $30.6m 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 at 30 September 2025
is $nil.
ii. The Group's (loss)/profit before tax includes foreign exchange gain of $0.4m
(tax effected: $0.1m) from US holding companies on their US dollar denominated
intra-group balances (FY24: gain of $13.5m, tax effected $3.4m) which are not
deductible for US tax purposes. In FY25, a foreign exchange loss of $1m (tax
effected: $0.3m) was excluded from taxable profits, in accordance with the
UK's disregard rules.
iii. The impairment of goodwill relating to the A&A CGU of $142.6m is not
deductible for tax (see note 10).
iv. Non-deductible expenditure primarily relates to share-based payments.
v. Non-deductible exceptional operating items are for the acquisition of Chairish
(see note 3).
vi. 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 and Germany. 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 30 September 2025 amounted to $nil (FY24: $0.6m).
vii. The movement in unrecognised deferred tax assets is due to unrecognised income
tax losses in Germany.
viii. The adjustments from change in tax rates relates to the enacted changes of tax
rates in Germany and the impact in the US blended state tax rate arising from
changes in the distribution of sales between states.
ix. The adjustments in respect of prior years primarily relates to tax refunds
owing to the Group for the years ended 30 September 2020 and 2021.
Tax recognised in other comprehensive (loss)/income and equity:
Year ended Restated
30 September Year ended
2025 30 September
$000 2024
$000
Other comprehensive (loss)/income
Current tax (30) (3,255)
Equity
Current tax 361 -
Deferred tax (464) (683)
(103) (683)
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Current tax recognised in other comprehensive (loss)/income includes income
tax on the Group's net investment hedge. Current and deferred tax recognised
directly in equity relates to share-based payments.
8. (Loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the (loss)/profit
for the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, after excluding the
weighted average number of non-vested ordinary shares.
Diluted (loss)/earnings per share is calculated by dividing the (loss)/profit
for the year attributable to ordinary shareholders by the weighted average
number of ordinary shares including non-vested/non-exercised ordinary shares.
During the year and prior year, the Group awarded conditional share awards to
Directors and certain employees through an LTIP.
For FY25, the non-vested/non-exercised ordinary shares are anti-dilutive given
the loss for the year and are therefore excluded from the weighted average
number of ordinary shares for the purpose of diluted loss per share
calculation.
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
(Loss)/profit attributable to equity shareholders of the Company (144,595) 24,192
Number Number
Weighted average number of shares in issue 122,450,829 121,711,636
Weighted average number of options vested not exercised 889,051 1,082,642
Weighted average number of shares held by the Employee Benefit Trust (40,665) (67,210)
Weighted average number of shares held in Treasury (998,265) -
Weighted average number of shares 122,300,950 122,727,068
Dilutive share options 1,433,059 1,121,494
Diluted weighted average number of shares 123,734,009 123,848,562
cents cents
Basic (loss)/earnings per share (118.2) 19.7
Diluted (loss)/earnings per share (118.2) 19.5
9. Business combinations
Business combinations for the year ended 30 September 2025
Acquisition of Chairish, Inc. ("Chairish")
On 4 August 2025, the Group acquired 100% of the equity share capital of
Chairish. Chairish is a leading list price online marketplace for vintage
furniture, décor and art. The acquisition transforms our A&A value
proposition as the Group can offer consumers the choice of auction and list
price merchandise across selling formats that is relevant to a range of
consumer buyer preferences and expands supply in complementary categories
where the Group already has a highly engaged and interested buyer base. The
acquisition creates a stronger global platform for the Group in the highly
fragmented A&A market.
Consideration
The total consideration, including the working capital adjustment of $4.2m,
was $89.2m. Part of the consideration, $29.1m, was for the repayment of
Chairish's existing borrowings which consisted of bank loans and convertible
notes. These were settled on the date of acquisition and have been treated as
cash used in investing activities in the Consolidated Statement of Cash Flows
as the repayment of the debt was not at the Group's discretion, it was subject
to a pre-existing change of control clause. There is no deferred or contingent
consideration.
Provisional purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as
part of the purchase price allocation ("PPA"). The fair value is provisional
as at 30 September 2025 as the completion accounts remain subject to review
and final agreement with the previous owners. It is expected that the review
will be concluded within the measurement period prescribed by IFRS 3, and no
later than 12 months from the acquisition date.
The provisional fair values of the assets and liabilities are set out below.
Book value Fair value adjustments $000 Provisional
$000 fair value
$000
Acquired intangible assets - software - 5,507 5,507
Acquired intangible assets - customer relationships - 25,664 25,664
Acquired intangible assets - brand 476 12,373 12,849
Internally generated software 890 - 890
Property, plant and equipment 8 - 8
Right of use assets 319 (21) 298
Cash and cash equivalents 4,316 - 4,316
Trade receivables and other receivables 1,361 - 1,361
Contract assets 74 - 74
Trade and other payables (12,274) - (12,274)
Contract liabilities (2,354) - (2,354)
Tax liabilities (54) - (54)
Lease liabilities (329) 101 (228)
Deferred tax asset - 4,171 4,171
Loans and borrowings (29,139) - (29,139)
Net (liabilities)/assets on acquisition (36,706) 47,795 11,089
Goodwill (note 10) 48,931
Initial cash consideration 60,020
Consideration satisfied by:
Initial cash consideration 60,020
Loans and borrowings settled 29,139
89,159
Net cash flow arising on acquisition:
Initial cash consideration 60,020
Loans and borrowings settled 29,139
Less: cash and cash equivalent balances acquired (4,316)
Cash used in investing activities 84,843
Acquired intangible assets
Acquired intangible assets represent customer relationships, software
(technology platform) and brand. The intangible assets are being amortised
over their respective expected useful economic lives:
● customer relationships of eight to nine years;
● software of five years; and
● brand 10 to 15 years.
Of the intangibles acquired, the customer relationship and brand balances are
especially sensitive to change in assumptions of customer attrition and
royalty rates. A 1% change in the customer attrition rate results in a $1.6m
change in the customer relationships valuation and a 1% change in royalty
rates results in a $2.8m change in the brand valuation.
Deferred tax
Deferred tax assets of $4.2m have been recognised as a fair value adjustment.
The fair value adjustment includes:
● Deferred tax assets of $15.7m have been recognised in respect of previously
unrecognised income tax losses and other temporary differences. The losses can
be utilised against profits from the rest of the Group's United States
businesses but are restricted to a substantial annual limitation due to the
change in ownership. For further details on the recognition of these deferred
tax assets refer to note 15.
● Deferred tax liabilities of $11.5m recognised on the acquired intangible
assets.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair
value of the separately identifiable assets acquired. The main reason leading
to the recognition of goodwill is the future economic benefits arising from
assets which are not capable of being individually identified and separately
recognised; these include the value of revenue and cost synergies (such as
including benefits of cross-listing and headcount optimisation) expected to be
realised post-acquisition, new customer relationships and the fair value of
the assembled workforce within the business acquired. Goodwill is not
deductible for tax purposes.
Acquisition costs
Acquisition costs of $6.6m (FY24: $0.8m) directly related to the business
combination were immediately expensed to the Consolidated Statement of Profit
or Loss as part of administrative expenses and included within exceptional
operating items (see note 3). Exceptional operating items are included in cash
flows from operating activities in the Consolidated Statement of Cash Flows.
Between 4 August 2025 and 30 September 2025, Chairish contributed $8.4m to
FY25 Group revenues and a loss before tax of $3.2m. If the acquisition had
occurred on 1 October 2024, FY25 Group revenue would have been $234.5m and
FY25 Group loss before tax would have been $147.3m.
Business combinations for the year ended 30 September 2024
There were no business combinations during FY24. The deferred consideration of
$10.0m for the acquisition of ESN on 6 February 2023 was paid in full in
February 2024.
10. 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
Cost
1 October 2023 50,635 248,045 46,738 1,672 347,090 33,363 578,572 959,025
Adjustment - - - - - - (9,160) (9,160)
(as detailed in note 1)
1 October 2023 50,635 248,045 46,738 1,672 347,090 33,363 569,412 949,865
(restated as detailed in note 1)
Additions - - - - - 10,843 - 10,843
Exchange differences 780 5,048 702 - 6,530 975 11,417 18,922
30 September 2024 51,415 253,093 47,440 1,672 353,620 45,181 580,829 979,630
(restated as detailed in note 1)
Acquisition of business 5,507 25,664 12,849 - 44,020 890 48,931 93,841
(note 9)
Additions - - - - - 10,994 - 10,994
Disposals - - - - - (16,678) - (16,678)
Exchange differences 51 325 72 - 448 111 698 1,257
30 September 2025 56,973 279,082 60,361 1,672 398,088 40,498 630,458 1,069,044
Amortisation and impairment
1 October 2023 20,125 60,784 9,525 1,203 91,637 19,087 - 110,724
(restated as detailed in note 1)
Amortisation 4,412 23,925 3,694 453 32,484 6,532 - 39,016
Exchange differences 780 3,026 299 - 4,105 682 - 4,787
30 September 2024 25,317 87,735 13,518 1,656 128,226 26,301 - 154,527
(restated as detailed in note 1)
Disposals - - - - - (16,678) - (16,678)
Impairment - - - - - - 150,863 150,863
Amortisation 4,555 24,841 3,861 16 33,273 8,927 - 42,200
Exchange differences 49 412 59 - 520 91 - 611
30 September 2025 29,921 112,988 17,438 1,672 162,019 18,641 150,863 331,523
Net book value
1 October 2023 30,510 187,261 37,213 469 255,453 14,276 569,412 839,141
(restated as detailed in note 1)
30 September 2024 26,098 165,358 33,922 16 225,394 18,880 580,829 825,103
(restated as detailed in note 1)
30 September 2025 27,052 166,094 42,923 - 236,069 21,857 479,595 737,521
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Included within internally generated software is capital work-in-progress of
$7.5m (FY24: $5.7m). Intangible assets, other than goodwill, have a finite
life and are amortised over their expected useful lives at the rates set out
in the accounting policies in note 1.
The expected amortisation profile of acquired intangible assets is shown
below:
Software Customer relationships Brand Total
$000 $000 $000 $000
One to five years 23,824 98,262 21,821 143,907
Six to 10 years 3,228 67,832 18,909 89,969
11 to 15 years - - 2,193 2,193
30 September 2025 27,052 166,094 42,923 236,069
Impairment assessment
At least on an annual basis, or if there is an impairment indicator,
management performs a review of the carrying values of goodwill and intangible
assets. Management performed an impairment assessment for each group of
cash-generating units ("CGUs"), in light of macroeconomic factors, increase in
the discount rate and reduction in the long-term growth rate assumptions,
together with revised forecasts and the resulting impact on the Group's market
capitalisation.
IAS 36 "Impairment of Assets" defines a CGU as the smallest identifiable group
of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or groups of assets. These can be grouped at a level
where goodwill is monitored and the expected benefits are expected to arise.
The Group tests for impairment of goodwill based on an aggregation of CGUs
which do not exceed the Group's operating segments as defined by IFRS 8
"Operating Segments".
Following the impairment assessment, the carrying value of A&A
marketplaces and Auction Services was reduced to their recoverable amount
through recognition of an impairment charge of $142.6m and $8.3m respectively
(FY24: $nil) against goodwill as at 30 September 2025. This charge is
recognised as a separate line on the Consolidated Statement of Profit or Loss.
The table sets out the carrying values of goodwill and other acquired
intangible assets allocated to each group of CGUs at 30 September 2025 post
the impairment recognised along with the pre-tax discount rates applied to the
risk-adjusted cash flow forecasts and the long-term growth rate. The reported
comparatives have been restated to reflect a prior year misstatement, as
detailed in note 1.
2025 Goodwill Acquired intangible Valuation Long-term Pre-tax
$000 assets method growth rate discount
$000 rate
A&A marketplaces 217,885 171,767 VIU 2.3% 14.3%
Chairish 48,931 43,184 VIU 2.3% 18.9%
I&C marketplaces 196,369 15,236 VIU 2.3% 14.4%
Auction Services 16,410 5,882 VIU 2.3% 12.0%
Total 479,595 236,069
2024 (restated) Goodwill Acquired Valuation Long-term Pre-tax
$000 intangible method growth rate discount
assets rate
$000
A&A marketplaces 358,458 194,215 VIU 3.0% 11.8%
I&C marketplaces 197,707 23,878 VIU 3.0% 11.9%
Auction Services 24,664 7,301 VIU 3.0% 10.3%
Total 580,829 225,394
Sensitivity analysis
For A&A marketplaces and Auction Services, any additional adverse movement
in the key assumptions at the balance sheet date would lead to a further
impairment of goodwill. A 1% increase in discount rate, 1% decrease in
long-term growth rate and 0.5% decrease in CAGR would increase impairment by
$55.5m and $3.6m respectively.
Management has performed sensitivity analysis on the two remaining CGUs 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 macroeconomics.
For the recoverable amount to fall below the carrying value it would require:
● For I&C, with a headroom of $33.7m (FY24: $74.5m), an increase in the
discount rate from 14.4% to 16.3% or a negative long-term growth rate of
-0.8%, or decrease of 3ppt in the CAGR on the five-year future forecast cash
flows.
● For Chairish, with a headroom of $17.8m, an increase in the discount rate
(which includes an alpha premium on it of 5%) from 18.9% to 21.7%, or a
negative long-term growth rate of -2.9%.
For Chairish, if the integration-linked revenue synergies are not achieved,
this would give rise to an impairment of $21.2m.
Key assumptions
When testing for impairment, recoverable amounts for all the groups of CGUs
are measured at their value in use by discounting the future expected cash
flows from the assets in the group of CGUs. These calculations use cash flow
projections based on Board approved budgets and approved plans. While the
Group prepares a five-year plan, levels of uncertainty increase as the
planning horizon extends. The Group's plan focuses more closely on the next
three years, however for the purposes of the impairment testing the five-year
forecasts are used as we do not anticipate the long-term growth rate to be
achieved until after this time.
The key assumptions and estimates used for value in use calculations are
summarised as follows:
Assumption Approach
Risk-adjusted are determined by reference to the budget for the year following the balance
cash flows sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent financial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group's markets. These projections represent
the Directors' best estimate of the future performance of these businesses.
As required by IAS 36 "Impairment of Assets", Chairish cash flows have been
adjusted to exclude synergies that are expected to arise from enhancing the
asset's performance which is not yet committed.
CAGR is the five-year compound annual growth rate from FY25 of the risk-adjusted
cash flows above.
Long-term are applied after the forecast period. These are based on external reports
growth rates on long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the industry, country or market in which the entity operates.
Pre-tax discount rates are derived from the post-tax weighted average cost of capital ("WACC") which
has been calculated using the capital asset pricing model. They are weighted
based on the geographical area in which the CGU group's revenue is generated.
The assumptions used in the calculation of the WACC are benchmarked to
externally available data and they represent the Group's current market
assessment of the time value of money and risks specific to the CGUs.
Movements in the pre-tax discount rates for CGUs since the year ended 30
September 2024 are driven by changes in market-based inputs, including
increases in size premium, risk-free rate and equity beta. For Chairish, an
alpha premium of 5% has been added to the pre-tax discount rate to represent
the risk associated with the synergies forecasted in the business. For the
remaining CGUs any unsystematic risk has been inherently built into the cash
flows of each and therefore no additional element of risk has been included in
the discount rates used at 30 September 2025.
11. Trade and other receivables
30 September 30 September
2025 2024
$000 $000
Current
Trade receivables 14,002 13,807
Less: loss provision (1,557) (1,505)
12,445 12,302
Other receivables 3,241 2,199
Prepayments 3,470 2,786
Lease receivable 131 136
19,287 17,423
Non-current
Other receivables 358 1,276
Lease receivable 49 151
407 1,427
19,694 18,850
12. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and restricted cash. Cash at
bank includes balances held in online payment accounts, and cash in transit
due from credit card providers. The carrying amount of these assets
approximates to their fair value.
30 September 30 September
2025 2024
$000 $000
Cash at bank 13,162 6,824
Restricted cash 1 2
13,163 6,826
Restricted cash consists of cash held by the Trustee of the Group's Employee
Benefit Trust ("EBT") relating to share awards for employees.
13. Trade and other payables
30 September 30 September
2025 2024
$000 $000
Current
Trade payables 13,784 2,820
Payroll tax and other statutory liabilities 5,776 3,248
Accruals 17,092 5,423
36,652 11,491
The carrying amount of trade and other payables classified as financial
liabilities at amortised cost approximates to their fair value. Increase in
trade and other payables is relating to Chairish (see note 9), exceptional
operating costs not yet paid (see note 3) and change in performance related
pay accruals (see CFO review).
14. Loans and borrowings
The carrying amount of loans and borrowings classified as financial
liabilities at amortised cost approximates to their fair value.
30 September 30 September
2025 2024
$000 $000
Current
Secured bank loan - 22,953
Revolving credit facility 35 -
Non-current
Secured bank loan - 98,530
Revolving credit facility 187,160 -
187,195 121,483
During the year ending 30 September 2025, the Group has undertaken a
refinancing exercise of its Senior Facilities Agreement. On 11 February
2025, the Group entered into a new senior facilities agreement (the "SFA
2029") comprising a multi-currency credit facility of $200.0m. On
4 August 2025, the facility was increased for the Chairish acquisition by a
further $75.0m under the existing agreement, bringing the total facility to
$275.0m. All amounts outstanding under the SFA 2029 will be due for repayment
on 10 February 2029, subject to the optionality of a 12-month extension. On
14 February 2025, the Group drew down $115.6m under the revolving credit
facility ("RCF") to refinance the existing term loan and refinancing costs. A
further $90.0m was drawn on 4 August 2025 to fund the acquisition of
Chairish. At 30 September 2025, $190.0m in total was drawn under the RCF,
bearing interest at a margin of 2.0% over US SOFR. The balance is shown net of
prepaid fees of $2.8m (FY24: $1.3m).
The SFA 2029 contains an adjusted net leverage covenant which tests the
ratio of adjusted net debt against adjusted EBITDA and an interest cover
ratio which tests the ratio of adjusted EBITDA against net finance charges.
The covenant is measured as at the last date of each financial quarter,
commencing with the financial quarter ending 30 June 2025. The Group has
complied with the financial covenants of its borrowing facilities during the
year ended 30 September 2025.
The movements in loans and borrowings are as follows:
30 September 30 September
2025 2024
$000 $000
1 October 121,483 148,611
Repayment of loans and borrowings (142,636) (37,150)
Proceeds from loans and borrowings 210,000 9,500
Accrued interest and amortisation of finance costs 11,045 13,116
Payment of interest on loans and borrowings (9,479) (12,412)
Prepayment of fees on SFA 2029 (3,153) (47)
Exchange differences (65) (135)
30 September 187,195 121,483
The currency profile of the loans and borrowings is as follows:
30 September 30 September
2025 2024
$000 $000
US dollar 187,195 121,483
The weighted average interest charge (including amortised cost written off)
for the year is as follows:
Year ended Year ended
30 September 30 September
2025 2024
% %
Secured bank loan 7% 8%
15. Deferred taxation
The movement of net deferred tax liabilities is as follows:
Capitalised goodwill and intangibles Tax losses and unrelieved interest Share-based payments Foreign Research and development Other Total
$000 $000 $000 exchange $000 temporary differences $000
$000 $000
1 October 2023 (57,880) 11,476 2,205 (7,716) 1,900 386 (49,629)
Adjustment - - 1,499 - - - 1,499
(restated as detailed in note 1)
1 October 2023 (57,880) 11,476 3,704 (7,716) 1,900 386 (48,130)
(restated as detailed in note 1)
Amount credited/(charged) to Consolidated Statement of Profit or Loss 5,568 546 (672) 8,038 1,627 647 15,754
Amount charged to Consolidated Statement of Equity (restated) - - (683) - - - (683)
Exchange differences (621) - 172 (322) (31) 4 (798)
30 September 2024 (52,933) 12,022 2,521 - 3,496 1,037 (33,857)
(restated as detailed in note 1)
Deferred tax assets - - - - - - -
Deferred tax liabilities (52,933) 12,022 2,521 - 3,496 1,037 (33,857)
1 October 2024 (52,933) 12,022 2,521 - 3,496 1,037 (33,857)
(restated as detailed in note 1)
Acquisition of business (note 9) (11,517) 15,304 - - 169 215 4,171
Amount credited/(charged) to Consolidated Statement of Profit or Loss 7,611 633 (135) - 1,782 (187) 9,704
Amount charged to Consolidated Statement of Equity - - (464) - - - (464)
Exchange differences (33) 6 12 - 3 3 (9)
30 September 2025 (56,872) 27,965 1,934 - 5,450 1,068 (20,455)
Deferred tax assets - - - - - - -
Deferred tax liabilities (56,872) 27,965 1,934 - 5,450 1,068 (20,455)
The reported comparatives have been restated to reflect a prior year
misstatement, as detailed in note 1.
Following the acquisition of Chairish on 4 August 2025, the Group has tax
losses and unrelieved interest with a value of $47.0m, which are available to
offset against future taxable profits. Deferred tax assets of $28.0m have been
recognised in respect of a portion of these losses, limited to the extent of
when deferred tax liabilities in the same jurisdictions are expected to
reverse.
Income tax losses in the United States can be utilised against profits from
the rest of the Group's businesses but are restricted to a substantial annual
limitation due to the change in ownership. Losses in Germany and the United
Kingdom are limited to the profits from the existing business. The Group's
unrecognised deferred tax asset related to the unused tax losses and
unrelieved interest amounts to $19.0m and will be reassessed at each reporting
date. If the reversal of the deferred tax liabilities is reduced by five years
due to acceleration of the acquired intangibles useful life, this would reduce
the deferred tax asset recognised by $2.4m.
In presenting the Group's deferred tax balances, the Group offsets assets and
liabilities to the extent we have a legally enforceable right to set off the
arising income tax liabilities and assets when those deferred tax balances
reverse.
Temporary differences relating to the unremitted earnings of overseas
subsidiaries amounted to $0.4m (FY24: $0.8m). However, as the Group can
control whether it pays dividends from its subsidiaries and it can control the
timing of any dividends, no deferred tax has been provided on the unremitted
earnings on the basis that there is no intention to repatriate these amounts.
A deferred tax asset of $5.5m (FY24: $3.5m) relates to the US research and
development credit. Due to the change in US tax law in FY25, the deduction of
this asset has been accelerated to be utilised within one to two years rather
than amortised over five years.
Tax on foreign exchange included unrealised foreign exchange differences
arises from US holding companies with pound sterling as their functional
currency for the Consolidated Financial Statements but US dollar functional
currency under US tax rules (see note 7). On 25 September 2024, the
intra-group loan which had given rise to the temporary differences on foreign
exchange was redenominated into US dollars realising the foreign exchange and
reducing the temporary difference to $nil.
The gross amount of unused tax losses and unrelieved interest at 30 September
2025 is shown in the table below.
2025 Recognised Unrecognised
Gross Tax effect Gross Tax effect
$000 $000 $000 $000
Unrelieved interest 52,030 13,123 11,186 2,933
Tax losses expiring:
Within 15 years 73,357 8,356 17,773 1,345
Indefinitely 28,821 6,486 65,426 14,716
30 September 154,208 27,965 94,385 18,994
United States 147,696 26,164 72,750 13,474
United Kingdom - - 1,377 344
Germany 6,512 1,801 20,258 5,176
2024 Recognised Unrecognised
Gross Tax effect Gross Tax effect
$000 $000 $000 $000
Unrelieved interest 47,777 12,022 - -
Tax losses expiring indefinitely - - 836 209
30 September 47,777 12,022 836 209
United States 47,777 12,022 - -
United Kingdom - - 836 209
16. Share capital and reserves
30 September 30 September
2025 2024
$000 $000
Authorised, called up and fully paid
122,848,795 ordinary shares at 0.01p each (FY24: 121,819,130) 17 17
The movements in share capital, share premium and other reserve are set out
below:
Number of Share capital Share premium Other reserve
shares $000 $000 $000
1 October 2023 121,491,412 17 334,458 330,310
Shares issued 1,978 - 5 -
Shares issued in respect of share-based payment plans 325,740 - - -
30 September 2024 121,819,130 17 334,463 330,310
Shares issued 737,062 - 699 -
Shares issued in respect of share-based payment plans 292,603 - - -
Transfer between reserves on impairment of subsidiaries - - - (2,059)
30 September 2025 122,848,795 17 335,162 328,251
For the year ended 30 September 2025
1,029,665 ordinary shares of 0.01 pence each with an aggregate nominal value
of £103 ($134) were issued for options that vested for a cash consideration
of £544,000 ($699,000). These included LiveAuctioneers replacement awards,
Long Term Incentive Plan Awards ("LTIP Awards"), Share Incentive Plan ("SIP")
and Employee Stock Purchase Plan ("ESPP") and to the Trust for LTIP Awards
that have vested in the year.
For the year ended 30 September 2024
327,718 ordinary shares of 0.01 pence each with an aggregate nominal value of
£33 ($42) were issued for options that vested for a cash consideration of
£4,000 ($5,000). These included LiveAuctioneers replacement awards, Long Term
Incentive Plan Awards ("LTIP Awards"), Share Incentive Plan ("SIP") and
Employee Stock Purchase Plan ("ESPP") and to the Trust for LTIP Awards that
have vested in the year.
Treasury shares
Treasury shares comprises the shares repurchased by the Company and held in
treasury. On 4 March 2025, the Company announced a share repurchase programme
which concluded on 16 July 2025. All repurchased shares are held in treasury
and have not been cancelled. The costs directly attributable to the share
repurchase amounted to $0.2m.
The movements in treasury shares held by the Company during the period were as
follows:
Number Treasury
of shares
shares
$000
1 October 2024 - -
Repurchase of ordinary share capital 2,272,654 16,462
30 September 2025 2,272,654 16,462
Reserves
The movements in reserves are set out below:
Capital redemption reserve Share Foreign currency translation Retained (losses)/ earnings
$000 option reserve $000 $000
$000
1 October 2023 7 32,683 (42,825) (8,195)
Adjustment (detailed in note 1) - - - (7,661)
1 October 2023 (restated as detailed in note 1) 7 32,683 (42,825) (15,856)
Total comprehensive income for the year - - 13,963 20,937
Share-based payment expense - 6,400 - -
LTIP options exercised - (7,665) - 7,665
Tax relating to items taken directly to equity - - - (683)
30 September 2024 (restated as detailed in note 1) 7 31,418 (28,862) 12,063
Total comprehensive income/(loss) for the year - - 1,380 (144,625)
Share-based payment expense - 6,329 - -
LTIP options exercised - (6,966) - 6,966
LiveAuctioneers replacement awards - (4,316) - 4,316
Transfer between reserves on impairment of subsidiaries - - - 2,059
Tax relating to items taken directly to equity - - - (103)
30 September 2025 7 26,465 (27,482) (119,324)
The transfer the other reserve to retained losses reflect amounts that have
become realised through impairment of the Company's investments.
The following describes the nature and purpose of each reserve within equity:
Retained (losses)/earnings represent the (losses)/earnings of the Group made in current and preceding
years.
Other reserve comprises:
· a merger reserve that arose on the Group reorganisation on 13 January
2020 and is the adjustment of the comparative and current year consolidated
reserves of the Group to reflect the statutory share capital and share premium
of Auction Technology Group plc as if it had always existed. This reserve has
been transferred to retained (loss)/earnings in FY25 to reflect the amounts
that have become realised through the impairment of the Company's investments;
and
· other reserve in accordance with section 612 of the Companies Act 2006
for the equity raise on 17 June 2021 via a cashbox placing.
On disposal or impairment of a subsidiary any related component of the merger
reserve is released to retained (losses)/earnings. On disposal or impairment
of the Company's intra-group loan any related component of the reserve arising
on the cashbox is released to retained (loss)/earnings.
Capital redemption reserve arose on the redemption or purchase of the Company's own shares. The Company
issued 688,000 shares directly to the Trust during the year and held 19,303 as
at 30 September 2025 (FY24: 24,280).
Share option reserve relates to share options awarded and options granted in FY22 for the
acquisition of LiveAuctioneers ("LiveAuctioneers replacement awards").
Foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the
financial statements of foreign operations.
17. Related party transactions
For the year ended 30 September 2025, there were no related party
transactions.
For the year ended 30 September 2024, the Group paid rent of $122,700 to
McQuade Enterprises LLC, a company owned by the previous owners of ESN.
Key management personnel compensation
The Group has determined that the key management personnel constitute the
Board and the members of the Senior Management Team.
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Short-term employee benefits 3,885 2,757
Post-employment benefits 75 83
Share-based payment expense 2,828 2,536
Total key management personnel compensation 6,788 5,376
Remuneration of Directors
The total amounts for Directors' remuneration were as follows:
Year ended Year ended
30 September 30 September
2025 2024
$000 $000
Short-term employee benefits 1,447 1,131
Non-Executive Directors' fees 779 497
Post-employment benefits 58 66
Share-based payment expense 549 569
Total Directors' remuneration 2,833 2,263
18. Events after the balance sheet date
There were no other events after the balance sheet date.
Glossary
A&A Arts & Antiques
atgAMP the Group's auctioneer and seller marketing programme
atgPay the Group's integrated payment solution
atg Partner Network the Group's partnerships with other sites, which enables an auctioneer or
seller 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
Bids placed individual bids placed or bids generated from a bidder who submitted an
auto/max/absentee bid
Bidder sessions web sessions on the Group's marketplaces online within a given timeframe
BidSpotter the Group's marketplace operated via the www.BidSpotter.co.uk and
www.BidSpotter.com domain
Big 4 Christie's, Sotheby's, Phillips and Bonhams A&A auction houses
Chairish The Group's marketplaces operated via www.chairish.com
(https://www.chairish.com) and www.pamono.com
Conversion rate represents GMV as a percentage of THV
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 items
sold through the platform (excluding Auction Mobility, ESN and Chairish),
excluding additional fees, 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 marketplaces operated by the Group
Organic revenue shows the current period results excluding the acquisition of Chairish on 4
August 2025 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 in-year acquisitions and exchange rate fluctuations
in assessing performance
Proxibid the Group's marketplace operated via the www.proxibid.com domain
Reported organic revenue Shows the current period reported results excluding the acquisition of
Chairish on 4 August 2025
Take rate represents the Group's marketplace revenue excluding real estate, ESN and
Chairish, as a percentage of GMV. Marketplace revenue is the Group's reported
revenue from online marketplaces
The Saleroom the Group's marketplace operated via the www.the-saleroom.com domain
THV total hammer value, representing the total final sale value of all auction
lots listed on the marketplaces or the platform (excluding Auction Mobility,
ESN and Chairish), excluding additional fees, sales of retail jewellery (being
new, or nearly new, jewellery), sales from retail houses and real estate.
During FY25 management reviewed the THV metric in the ordinary course, which
by its nature places reliance on 3rd party reporting as it also covers items
not sold on our platforms. As a result of the review this has resulted in a
reduction in the THV market sizing. To provide comparability year on year the
THV metric for FY24 has been presented on a consistent basis with the FY25.
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
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. END FR BQLBLEFLFFBQ
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