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Auction Technology Group plc
Annual Report 2025
www.auctiontechnologygroup.com
Transforming how
people connect
with unique finds
auctiontechnologygroup.com
Strategic Report
Performance Highlights
3
At a Glance
4
Our History
5
Chair’s Statement
6
Investment Case
9
Chief Executive Officer’s Statement
10
Unique Finds: What Sold in FY25
13
The Circular Economy
16
Our Market Opportunity
18
Our Business Model
22
Our Strategy
24
Key Performance Indicators
27
Chief Financial Officer’s Review
29
Risk Management
34
Principal Risks and Uncertainties
36
Viability Statement
42
s172(1) Statement and Stakeholder Engagement
44
Sustainability Report
50
Corporate Governance
Chair’s Introduction
79
Governance Report
82
Board of Directors
93
Audit Committee Report
96
Nomination Committee Report
107
Remuneration Committee Report
112
Directors’ Report
129
Directors’ Responsibilities
133
Financial Statements
Independent Auditor’s Report
134
Consolidated Statement of Profit or Loss
and Other Comprehensive Income or Loss
144
Consolidated Statement of Financial Position
145
Consolidated Statement of Changes in Equity
146
Consolidated Statement of Cash Flows
147
Notes to the Consolidated Financial Statements
148
Company Statement of Financial Position
184
Company Statement of Changes in Equity
185
Notes to the Company Financial Statements
186
Glossary
189
Shareholder Information
190
Vision:
To transform how people connect with unique finds.
Mission:
We power the discovery of items worth finding again.
Through trusted marketplaces and smart technology,
we make buying and selling feel seamless, intuitive
and full of possibility.
Who we are:
Marketplaces that people trust for finding
and selling items worth using again.
Performance Highlights
Financial
Strategic
2025
2024
2023
$190.2m
$174.2m
2025
2024
2023
69%
67%
2025
2024
2023
26.8m
23.8m
2025
2024
2023
84.8m
83.0m
2025
2024
2023
$76.8m
$80.0m
2025
2024
$(145.8)m
$18.4m
2025
2024
2023
96.0%
82.0%
2025
2024
(118.2)c
19.7c
2025
2024
2023
37.9c
38.6c
2025
2024
2023
$3.3bn
$3.3bn
2025
2024
2023
4.8%
4.5%
Revenue
$190.2m
Adjusted EBITDA
$76.8m
Gross merchandise value (“GMV”)
$3.3bn
Take rate
4.8%
(Loss)/profit before tax
$(145.8)m
Lots listed
26.8m
Adjusted operating cash flow conversion
96.0%
Bids placed
84.8m
Basic (loss)/earnings per share
(118.2)c
Employee engagement
69%
Adjusted diluted earnings per share
37.9c
Refer to the Glossary for full definitions. The Group provides alternative performance measures (“APMs”) which are not defined or specified under the requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with
important additional information on our business and aid comparability. We have included a comprehensive list of the APMs in note 3 to the Consolidated Financial Statements, with definitions, an explanation of how they are calculated, why we use them and how
they can be reconciled to a statutory measure where relevant.
Strategic Report
Corporate Governance
Financial Statements
Further Information
3
Auction Technology Group plc
Annual Report 2025
Our markets & revenue split
North America
82%
Europe
18%
Read online
At a Glance
Powering the discovery of items
worth finding again
What we do
ATG operates curated marketplaces that people trust for finding and selling items worth using
again. We operate 10 marketplaces across two sectors, Arts & Antiques (“A&A”) and Industrial &
Commercial (“I&C”). By combining scale, reach, and specialist technology, our marketplace network
connects buyers and sellers in a way that benefits both. Buyers can discover unique finds, while
sellers easily gain access to large, relevant audiences.
Our products at a glance
ATG offers a suite of products and services that
enhance the marketplace experience for both
buyers and sellers:
atgAMP
: paid-for seller marketing
programmes.
atgShip
: a seamless post-sale shipping
service.
atgPay
: an integrated payments solution.
atgXL
: a cross-listing capability to enable
sellers to list across multiple marketplaces.
atgPartner Network
: an expanded
distribution network connected with
third-party providers.
Industrial &
Commercial
(“I&C”)
– LiveAuctioneers
– The Saleroom
– Lot-tissimo
– EstateSales.Net
– Chairish
– Pamono
Arts &
Antiques
(“A&A”)
– Proxibid
– BidSpotter.com
– BidSpotter.co.uk
– i-bidder
YoY
Facilitated the sale
of curated secondary
goods worth
$12.1bn
+1%
Number of items listed
on ATG marketplaces
26.8m
+12%
Items sold on
ATG marketplaces
6.9m
-3%
Auctions hosted on
ATG marketplaces
99,000+
+13%
Bids placed
84.8m+
+2%
Web sessions
457m
+16%
A year in numbers
In FY25, ATG continued to provide a platform to
accelerate the circular economy:
How we work
Customer-first
Build what matters. We create value
by keeping our customers at the core.
Curiosity
Ask why. Imagine better. We challenge
assumptions and explore new ways forward.
Capability
Grow yourself. Grow others. We invest
in learning to help each other level up.
Commitment
Own it. Deliver it. We take responsibility
and follow through with focus.
Collaboration
Win as one. We focus on what drives outcomes.
Share, listen, solve and create – together.
Read more page 18
Strategic Report
Corporate Governance
Financial Statements
Further Information
4
Auction Technology Group plc
Annual Report 2025
Our History
1971
Antiques Trade Gazette
is founded.
1998
ATG begins listing auction
calendars online.
2006
First live bidding for Arts
& Antiques auctions on
thesaleroom.com.
2007
i-bidder is launched to cater
to consumer surplus and retail
returns auctions.
2010
ATG partners with
BidSpotter.com in North
America to launch a service
for insolvency auctioneers
in the UK.
2018
Acquisition of Lot-tissimo,
the leading Arts & Antiques
marketplace in Germany.
2020
Acquisition of Auction Mobility,
a US-based provider of
customised auction software,
website design and
e-commerce solutions
for auctioneers.
2020
ATG and Proxibid merge
under ATG management.
2023
Acquisition of ESN, a leading
platform to facilitate estate
sales across North America.
2023/24
Rollout of atgXL, our unique
cross-listing product.
Rollout of atgShip, ATG’s
integrated shipping solution.
2025
Expansion of atgShip, our
integrated shipping solution.
2021
Listing on the London
Stock Exchange.
2021
Launch of atgPay, ATG’s
integrated payments solution.
2021
Acquisition of LiveAuctioneers
in October 2021, extending
ATG’s offering into the North
America Arts & Antiques
market.
2013
Acquisition of BidSpotter.com,
expanding our reach for
Industrial & Commercial
auctions.
2013
Global Auction Platform
(“GAP”) is launched, a
comprehensive cloud-based
auction management SaaS.
2025
Acquisition of Chairish in
August 2025, with two leading
list price online marketplaces.
Strategic Report
Corporate Governance
Financial Statements
Further Information
5
Auction Technology Group plc
Annual Report 2025
Chair’s Statement
Introduction
It is my pleasure to present ATG’s results for
the year ended 30 September 2025.
In the past financial year, the Group has
executed against the strategic objectives
of improving the buyer and seller experience
whilst navigating the downturn experienced
in the second half of the year in the underlying
marketplaces we serve. Combined with a
change in revenue mix, this reduced full-year
margins to 42.7% (excluding Chairish) and 40.4%
(including Chairish).
Prior years have been characterised by industry
consolidation and rationalisation of the
e-commerce markets where second-hand
goods markets have adopted more typical
e-commerce behaviours. In FY25, the Board
thoroughly assessed the sectors we served,
refined the strategy and reconfirmed our
conviction about our opportunity to fully
achieve leadership in the large-scale Arts &
Antiques (“A&A”) market as well as the Industrial
& Commercial (“I&C”) addressable markets.
We are also focused on innovations that
increase customer penetration and take rates
associated with ATG’s value-added services
because they drive improved buyer experience
and transaction revenue. Direct from the
playbook of online marketplaces, the extension
of our consumer audience through the addition
of list price buyers to our bidder audience and
dealers to our auctioneer universe means we
are able to enhance the ATG digital flywheel
elements which is key to successful
marketplace platforms.
Although the platform innovations we are
undertaking are already established in other
online environments, we believe that improved
taxonomy, search, discovery and transaction
experience will increasingly differentiate our
buyer/seller proposition driving competitive
advantage in the sectors we serve.
Whilst substantial operational progress was
made in FY25, the Group experienced some
headwinds to its financial performance. The
underlying A&A and I&C markets were reasonably
robust for the first half of the financial year.
Revenue generated during the first half-year
produced profit margins that absorbed
additional development costs and were
modestly positive year-on-year. Unfortunately,
consumer confidence was negatively affected
by uncertainties about US tariffs announced
in April 2025 and margins were impacted by a
change in the mix of revenue in the second half
of FY25, resulting in a downgrade to our margin
guidance late in the year.
During FY25, we made significant appointments
at Board, executive, technology and senior
leadership levels of professionals with relevant
experience and capabilities necessary to
successfully deliver the strategic plan. We are
very pleased with the talent and bandwidth
additions to the organisation that will accelerate
our performance.
The Group is also now focused on improving
investor communications, which will include
financial strategy, KPIs and overall Group
business metrics.
I would like to thank the Board, management,
and all colleagues at ATG for their dedication
over the year. FY25 has been a year of strategic
progress, marked by promising outcomes from
our investments in marketplaces with the
increased rollout of value-added services and
the announcement of a strategic acquisition
that extends our consumer audience to list
price buyers. These developments, together
with the strengthening of the Board and
leadership team, position ATG very well for
future growth.
“As with other two-sided
marketplaces, the option to
pull levers that augment
revenue per transaction
is especially important
during periods when the
underlying customer
markets are challenging.”
Our vision has been updated to reflect our
expanded market opportunity in both auctions
and listed items so that the Group provides
marketplaces people trust for finding, and
selling items worth using again.
We view FY26 as a year of continued progress
for ATG given our improved revenue momentum
in the second half of 2025, our expanded
opportunity set in A&A and benefits from
our incremental product investments. Our
priority is to focus on product and technology
development that increase in-market audience,
create quality buyer and seller experience on
our platforms and drive the flywheel of buyers
and sellers underpinning online marketplaces.
Our investments are made in a targeted and
manageable fashion with regard to expected
financial returns. The primary medium-term
outcome from improved buyer and seller
experience will be increased conversion rates of
merchandise offered and sold on ATG platforms.
Sco Forbes
Chair
Strategic Report
Corporate Governance
Financial Statements
Further Information
6
Auction Technology Group plc
Annual Report 2025
Chair’s Statement
|
Continued
Strategic highlights
The Board has been pleased by progress across
ATG’s strategic priorities.
Encouraging results were seen from
investments in search and discovery, supported
by adding incremental product development,
product engineer specialists and technology
developers with relevant skill sets during the
financial year. Early metrics indicate improved
and expanded consumer engagement and
increased bidder activity. These are the
fundamentals that lead to improved conversion
rates of visitors to buyers with further upside
expected in FY26 as consumer interactions
and technology mature.
Dedicated teams working on value-added
services also made significant progress.
In particular, the increased adoption of
atgShip has enhanced the online buying
experience while enabling ATG to increase
revenue per transaction.
A major milestone in FY25 was the acquisition
of Chairish, a leading list-price marketplace
for vintage furniture, décor, and art. Chairish
strengthens ATG’s competitive position in the
highly fragmented A&A marketplace through
expanding supply in complementary categories
and increasing reach into consumer segments
previously under-served by ATG. ATG brands
now offer consumers both auction and
list-price items across formats relevant
to a range of buyer preferences, transforming
our platforms’ overall value proposition,
a catalyst for the digital marketplace
buyer-seller flywheel.
Financial performance
ATG is underpinned by a resilient, profitable,
and cash-generative model. FY25 results
reflected modest organic growth tempered
by underlying sector headwinds impacting
the overall secondary goods market which
we consider to be temporary. Overall revenue
increased 9.2% year-on-year to $190.2m, largely
driven by growth in value-added services and
the contribution from Chairish representing
480 basis points. Adjusted EBITDA was
$76.8m, down 4.0%, reflecting the growth
in lower-margin value-added services from
atgShip in particular, lower growth in
high-margin commission revenue, ongoing
investment in the business to support future
growth, and the impact of the Chairish
acquisition for two months. Adjusted earnings
per share was 37.9c (FY24: 38.6c), and basic loss
per share was 118.2c (FY24: basic earnings per
share 19.7c), reflecting a non-cash impairment.
During the year, the Group refinanced
and extended its revolving credit facility,
extending the maturity of its debt and providing
financial flexibility and optionality to support
strategic initiatives.
Strategic Report
Corporate Governance
Financial Statements
Further Information
7
Auction Technology Group plc
Annual Report 2025
Chair’s Statement
|
Continued
Board and governance
We were pleased to welcome two new
Independent Non-Executive Directors to the
Board during the year. Andrew Miller joined in
November 2024, bringing online marketplace,
Chief Executive and Chief Financial Officer
experience, and Sejal Amin joined in February
2025, adding senior, current technology
expertise. Sarah Highfield was appointed as
Executive Director and ATG’s Chief Financial
Officer in May 2025. The Board meets and now
exceeds internal and external representation
targets, comprising 63% women and 25% from
ethnic minority backgrounds, with two women
among the four Chair, Senior Independent
Director, CEO and CFO roles. Our recent internal
Board performance review confirms that our
refreshed Board has the right range of expertise,
knowledge, insights, and diversity to support
ATG in delivering its next phase of growth.
The Board continues to prioritise strong
governance, ensuring that stakeholder interests
remain at the forefront. Committee compositions
and leadership are compliant with the Code,
providing robust oversight of strategy, risk, and
financial reporting. Further details can be found
on pages 78 to 95.
Sustainability at ATG
Sustainability remains central to ATG’s mission
of powering the discovery of items worth
finding again. During FY25, ATG’s marketplaces
facilitated the sale of millions of second-hand
items, extending their useful life and supporting
the circular economy. We maintained strong
ESG performance, including inclusion in the
FTSE4Good Index for the third consecutive
year, reflecting our commitment to responsible
business practices. More detail is provided in
the Sustainability Report on pages 50 to 75.
Looking ahead
As we enter FY26, ATG is focused on improving
take rates and driving medium-term conversion
rates as well as increasing seller and buyer
audiences for the delivery of sustainable and
profitable revenue growth. The integration of
Chairish, initiating platform improvements for
atgXL and other value-added services began in
earnest following the August 2025 acquisition
and continues into early FY26. Enhanced data
for ATG and the underlying market sectors and
investor communications are both a priority
focus as we build a truly differentiated value
proposition in scale markets. The Board is
confident that ATG’s talented teams, market
leadership in highly fragmented markets, and
clear business strategy position the Group
to create long-term sustainable value for
all stakeholders.
Sco Forbes
Chair
25 November 2025
Strategic Report
Corporate Governance
Financial Statements
Further Information
8
Auction Technology Group plc
Annual Report 2025
Investment Case
Read more page 22
Read more page 16
Read more page 23
Read more page 18
Read more page 18
Read more page 25
Strong financial profile
High-margin, cash-generative model
enabling disciplined reinvestment,
partially funded by targeted cost
efficiencies, and shareholder returns
Leading competitive advantage
Category leadership in each vertical
and geographic market with plan to lift
buyer conversion across auction and
listed formats
Large and growing market
Structural shift offline to online. Improved
discovery and ease of purchase accelerates
long-term demand
Barriers to entry
Unparalleled scale of inventory and of
buyers, proprietary data, differentiated
proposition of auction and list price under
same roof
Expanding monetisation
Growing value-added services increases
revenue per transaction and deepens
customer value
Circular economy tailwinds
Rising demand for high-quality
used goods enhances growth and
relevance across our marketplaces
Strategic Report
Corporate Governance
Financial Statements
Further Information
9
Auction Technology Group plc
Annual Report 2025
Chief Executive Officer’s Statement
John-Paul Savant
Chief Executive Officer
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.
Reported organic revenue growth was mainly
driven by the strong performance of value-added
services, with revenues up 16%, while there was
slight growth in commission revenue. 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.
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,
The Group incurred a loss before tax of
$145.8m due to an exceptional non-cash
goodwill impairment charge of $150.9m. 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.
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.
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Chief Executive Officer’s Statement
|
Continued
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 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.
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.
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 1.3m high-quality items
and 12,000 sellers.
3.
It brings new buyers and enhances the
network effect, adding 4.5m monthly visits.
“ATG delivered another year
of growth and continued
to execute well against
its strategic initiatives.
We demonstrated the
ability to pull multiple
levers, even in the face
of challenging markets.”
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.
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Annual Report 2025
Chief Executive Officer’s Statement
|
Continued
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
25 November 2025
Successful refinancing
In February, we successfully refinanced our
Senior Term Loan and Revolving Credit Facility
(“RCF”) and entered a new $200.0m RCF with a
syndicate of five leading banks. The refinancing
has strengthened our capital structure,
enhanced our financial flexibility and extended
the maturity of our debt, whilst also securing
more cost-efficient funding with the new
facility priced at a lower rate. In August, related
to the acquisition of Chairish, 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.
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.
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Auction Technology Group plc
Annual Report 2025
We facilitated the sale of almost 26.8m
curated used items in FY25. Here are
some of the more unusual examples we
have seen sold across our sites over the
last year.
Unique Finds:
What Sold
in FY25
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Annual Report 2025
Unique Finds: What Sold in FY25
|
Continued
$90,000
$55,000
$377,500
£59,000
£27,000
€15,000
£7,600
Articulated loader;
sold on BidSpoer.com
in October 2024
Andy Warhol, Mick Jagger (from the Mick
Jagger portfolio); sold on LiveAuctioneers
in April 2025
Rare Rolex watch,
Patrizzi dial; sold on
LiveAuctioneers in
November 2024
John Deere 9R 540 Scraper Special
Tractor; sold on Proxibid in January 2025
1989 Ferrari 328 GTS; sold on
thesaleroom in May 2025
Hieronymus Janssens painting
of an aristocratic party in
a palace interior; sold on
Lot-tissimo in March 2025
1963 comic featuring both
Spiderman and Fantastic Four
on the front; sold on
thesaleroom in May 2025
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Annual Report 2025
Unique Finds: What Sold in FY25
|
Continued
$150,000
€50,000
$86,000
$65,000
$350,000
Jun Kaneko, Untitled: large ceramic
sculpture; sold on LiveAuctioneers
in February 2025
Lionel Messi’s winning jersey during Barcelona’s Champions
League Round of 16 in March 2008 – one of the last jerseys
worn by Messi with the number 19; sold via Auction Mobility
on Bonhams in March 2025
Volvo 2016 dump truck; sold
by Motleys Industrial on the
auction house’s online
platform powered by atg
white label
Set of 10 Afra and Tobia
Scarpa for Maxalto “Africa”
dining chairs, 1975, from
the “Artona” Collection;
sold on LiveAuctioneers
in October 2025
CNC Turning Centre, used
to handle the production
of complex parts without
needing to transfer
between machines;
sold on BidSpoer.com
in January 2025
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Auction Technology Group plc
Annual Report 2025
The Circular Economy
Enabling sustainable commerce by
powering the discovery of pre-loved items
ATG’s online marketplaces play a central
role in the circular economy, facilitating
the resale and reuse of millions of items
annually, while also contributing to a
lower-carbon approach to auctioning
and selling.
Powering the circular economy
Reselling used items is one of the most
effective ways to reduce carbon emissions
and waste. Every item listed and sold on
our marketplaces, or bought locally at estate
sales, skips the manufacturing, packaging
and (often international) shipping of new
production. Second-hand purchases help to
conserve natural resources, reduce energy,
and decrease emissions from production.
Whether it’s a vintage table, a bulldozer,
or a rare collectable, every item reused
makes a difference.
Impact at a Glance
Lots listed
26m+
Each item sold extends product life
and displaces new consumption.
THV
$12bn+
Total value of sales facilitated by our
marketplaces for pre-loved items.
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Auction Technology Group plc
Annual Report 2025
The Circular Economy
|
Continued
Made to last
Many items on our sites have been constructed
both with care and out of durable and
longer-lasting materials. Taking both quality
and character into consideration, pre-loved
is the simplest way to shop sustainable while
keeping style in mind.
Reducing travel emissions
Before digital adoption, used goods sales often
required travel for both buyers and sellers.
With over 457m web sessions hosted in FY25,
our marketplaces reduce the need for travel
and its associated emissions.
Buyers can now browse, bid, and win from
anywhere – helping sellers reach global
audiences without physical events.
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Auction Technology Group plc
Annual Report 2025
1. Management estimates April 24.
2. Grey, green and yellow iron refers to general industrial equipment, agricultural equipment and construction equipment.
3. Refer to glossary for full definition.
Our addressable market
1
Arts & Antiques (“A&A”)
Industrial & Commercial (“I&C”)
Our Market Opportunity
ATG share
ATG share
of mid-market A&A THV
is listed on ATG
~40%
of mid-market I&C THV
is listed on ATG
~35%
Core auction market
listed online
c.90%
Core auction market
transacted online
c.50%
Addressable market (US$bn)
$6.9bn
$92bn
$19bn
Second-hand I&C market
Grey, green and yellow
iron2 and transport
auction market
ATG FY25 THV3
Addressable market (US$bn)
Second-hand A&A market
Auction mid-market
excluding Big 4 and
eBay
ATG FY25 THV3
$60bn
$13bn
$5.2bn
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Auction Technology Group plc
Annual Report 2025
Our market position
ATG has a global presence, serving the A&A and I&C second-hand industry across
North America, the UK and Europe. We operate in a highly fragmented market
with multiple channels to market, including via physical auctions, auctioneer
white label sites, aggregator auction marketplaces, or even “direct from seller”
models. We offer a unique proposition both in the breadth of our buyer base, and
deep relationships with 4,000 auctioneers who use our marketplace. In FY25, we
hosted buyers from 190 countries across our marketplaces. As a well established
and scaled business, our cost to acquire new buyers is very low and our virtuous
circle enables us to develop and improve our proposition at an increasing rate.
ATG continued to see successful deployment and adoption of our value-added
services, including atgPay and atgShip, providing a compelling offering to retain
sellers using our platforms and bring new sellers to our platforms.
Global scale
Multi-vertical,
multi-geography
End-to-end solution
Tech-enabled
modern architecture
White label offering
Wide bidder reach
Best-in-class
buyer experience
Other
marketplaces
Large
auctioneers
Small and mid-
sized auctioneers
Circles represent an estimate by ATG management of the capabilities offered by different auction channels
with a fully shaded circle indicating full capabilities and an unshaded circle representing no capability.
Pre-COVID
A highly fragmented market
with traditional auctioneers
starting to adopt online
auction format.
COVID
The pandemic disruption
caused an acceleration
of online format adoption
welcomed equally by the
auctioneers and the buyers.
Post-COVID unwinding
With the reopening of in-person
events, the impact of COVID
partially unwound, with some
return to physical bidding as well
as impacts to used asset pricing.
New normal
Return of shift towards buying
online with new value-added
services attracting wider pool
of sellers and buyers to online
auctions.
Online auction
market evolution
Our Market Opportunity
|
Continued
ATG is the operator of world-leading
marketplaces and auction services for
curated online auctions.
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Auction Technology Group plc
Annual Report 2025
FY25
FY24
FY23
$12.1bn
$11.9bn
$5.2bn
$5.0bn
$6.9bn
$6.9bn
FY25
FY24
FY23
99.3k
88.0k
FY25
FY24
FY23
26.8m
23.8m
Trends in our market in FY25
In FY25, total hammer value “THV” (as defined
in the glossary) was stable at the Group level,
up by 1%. Wider macroeconomic impacts,
including the US tariffs introduced in April 2025,
led to reduced consumer confidence and more
cautious buying. Despite this, we continued to
work to enhance our platforms and are seeing
a robust volume of items brought to auction.
Volumes brought to our auctions remained
robust. Furthermore, the diversity in the range
of assets we sell, as well as our relatively
lower-priced points versus some parts of the
auction market, provide us with resilience in
more challenging market backdrops.
THV in A&A was up by 3% in FY25. Further
enhancing our offering in A&A, the acquisition
of Chairish enables ATG to expand its supply
in complementary categories and provides our
consumers the choice of auctions and available
now merchandise across our network. The
integration of Chairish onto the ATG network
will broaden our offering and build commercial
value in the near and long term.
The THV across our I&C platforms was flat in
FY25, after the normalisation of asset prices
following the surge in FY21 and FY22.
Our Market Opportunity
|
Continued
Lots listed on ATG auctions
ATG THV
A&A
I&C
Auctions facilitated on ATG marketplaces
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Auction Technology Group plc
Annual Report 2025
How is ATG addressing the market opportunity?
Our Market Opportunity
|
Continued
Key trend
The rise in buying sustainably
Drivers of the trend
Consumer sentiment around sustainable choices has been
a key market trend in recent years. Through second-hand
purchasing, consumers can help to reduce emissions, energy
and waste through skipping the manufacturing process and
preventing items from going to waste.
A report by MPB and Retail Economics from August 2023
highlighted that 71% of consumers across the UK, North
America, France and Germany bought or sold used goods
in the past year with the re-commerce market forecast to
increase by 80% over the next five years.
The role we play
Across our 10 online curated marketplaces, we provide a trusted
environment for consumers to browse a wide range of unique
items, with tailored suggestions of complementary options.
Through our social media and sites, we continue to champion
the sustainability benefits of purchasing through our auctions,
including the reduction of travel emissions from attending
in-person auctions.
Stakeholder perspective
Web sessions on ATG
marketplaces have increased
by 16% year on year (14% organic).
16%
Key trend
The shiſt to buying at online auctions
Drivers of the trend
Online auctions provide significant benefits to both auctioneers
and buyers. Auctioneers are able to reach a wider and more
diversified audience, achieve operational savings compared
to hosting physical auctions, and increase brand recognition
through the wider network they reach. For bidders, there is ease
in research, access to an expanded universe of inventory, and
increased price transparency, in addition to cost-saving from
attending physical auctions.
The role we play
Our marketplaces provide a way for auctioneers to host auctions
online and across our platforms through our cross-listing
offering, increasing their access to a wider network of bidders.
Our rollout of services such as atgShip and atgPay provide
auctioneers with a streamlined and accessible process, with
reduced frictions for buyers.
We continually invest to improve the online buyer experience
with improvements to our user interface. We have started to test
AI-powered recommendation models to further enhance our
recommendations, and through our acquisition of Chairish where
we will be able to realise the value of the under-bidder through
a buy-now offering.
Stakeholder perspective
ATG estimates that 50% of
all auctions are transacted
online today, with virtually
all online influenced.
50%
Key trend
The growth in aggregator marketplaces
Drivers of the trend
The auction landscape is fragmented and competitive, and
auctioneers need to secure consignors on the basis that the
auctioneer will efficiently secure the best price for the goods
in question by reaching the widest relevant bidder audience as
well as preventing items from selling well below “market price”
due to a poor valuation.
Our marketplaces address these needs, providing a wide pool
of incremental buyers, and enable an auctioneer to demonstrate
to a consignor that they can maximise potential sales.
Individual auctioneers lack the scale to offer the bidder
experience equivalent to a marketplace and hence find value
in the reach of our marketplaces even when they run their own
online auctions. This includes most of the “Big 4” auctioneers
in A&A who continue to use the wide pool of buyers on ATG’s
platforms despite their brand name.
The role we play
With over 3,900 auctioneers and over 26.8m lots listed across
our 10 online marketplaces in FY25, ATG continues to prove
we are a leading operator of auction marketplaces with a
competitive offering for auctioneers, including through atgPay,
atgShip and atgXL.
Auctioneers continue to use ATG’s marketplaces to list their
assets to maximise bidder reach. ATG’s role in white label is also
fundamental to securing further marketplace listing through the
direct integration of an atg white label to ATG marketplace.
Stakeholder perspective
THV on ATG marketplaces
has increased by 1% in FY25.
$12.1bn
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Annual Report 2025
More secondary
assets sold
More assets listed
Better price
realisation
Richer data
& insights
Enhance platform
experience
More active buyers
The value we
provide sellers
– Buyers
– Technology
– Cost savings
The value we
provide buyers
– Choice
– Trust
– Convenience
Buyers
Sellers
Revenue streams
– Event fees and
subscriptions
– Paid for seller
marketing
– White label and
back-office solutions
Revenue streams
– Commission fees
– Shipping fees
– Payment fees
Marketplaces
Our Business Model
ATG operates trusted digital marketplaces
that connect people and businesses looking
to sell valuable secondary goods with global
buyers seeking unique, specialist, and
hard-to-find items. Our platforms sit at the
heart of a growing circular economy, enabling
trade across two main verticals: Arts & Antiques
(“A&A”) and Industrial & Commercial (“I&C”).
We support both sellers and buyers across
our marketplace by providing the products,
technology, and tools they need to transact
securely and efficiently. We also offer a suite
of value-added services that enhance the
marketplace experience, including atgPay,
atgShip and atgAMP. We also offer tools
to enhance seller outcomes including atgXL
and the atg Partner Network.
Our two-sided model covering both list price
and auction is scalable, diversified, and
resilient, offering multiple levers for both
organic and inorganic growth. Our revenue is
similarly diversified, comprising commission
revenue, subscription fees and other listing fees
as well as marketing, shipping and payments
processing linked to each transaction.
Each transaction enhances discovery, informs
smarter pricing, and attracts more inventory,
therefore strengthening the connections
between buyers and sellers and reinforcing
the marketplace’s growth.
The marketplaces people trust
for finding and selling items
worth using again
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Annual Report 2025
Our Business Model
|
Continued
Strategy
What we focus on
FY25 Outcomes
Value created for stakeholders
1
Grow our share of the
large and underpenetrated
secondary goods market.
2
Enhance the user
experience to convert
browsers into buyers.
3
Deepen value for
auctioneers through easy
access to even more buyers,
whilst integrating white label
and other services.
4
Roll out value-added
services to increase the value
extracted from every
transaction and help
auctioneers.
5
Scale efficiently while
investing to extend our
platform advantage.
6
Complement organic
growth with strategic
acquisitions to expand our
addressable market and
strengthen our competitive
position.
Sellers
6.9m lots sold
(FY24: 7.0m), supported
by 457m web sessions across
platforms offering sellers unparalleled
global reach.
Acquisition of Chairish expanded
access to complementary buyer
segments and increased exposure
for sellers’ inventory.
Rollout of cross-listing enabled sellers
to reach multiple ATG marketplaces and
white label platforms.
Introduction of new marketing products
and packages to help sellers expand
reach and target buyers more effectively.
Expansion of atg Partner Network, giving
sellers easy access to a wider pool of
potential buyers.
Buyers
26.8m lots listed
(FY24: 23.8m),
increasing choice and driving
engagement across marketplaces.
Improved search and discovery
functionality to make it easier for
buyers to find relevant items.
Chairish acquisition added 1.3m
complementary items, broadening
inventory choice.
Rollout of atgShip, providing buyers
with a seamless shipping solution for
purchased items.
Shareholders
$190.2m revenue and $76.8m
adjusted EBITDA
(FY24: $174.2m and
$80.0m). Long-term value creation
through strengthened market
leadership with Chairish acquisition.
Refinanced debt to lower cost of capital.
Strong cash generated within scalable
business model.
Our People
69% engagement
(FY24: 67%).
Meaningful work in a purpose-driven,
tech-enabled organisation advancing
sustainable commerce.
Opportunities for growth through
development programmes and
in a dynamic, scaling business.
An inclusive, collaborative culture where
employees feel empowered, heard, and
supported.
Competitive rewards and benefits
aligned with performance, wellbeing,
and long-term success.
Society &
Environment
67% reduction in scope 1 and 2
emissions from FY24
Committed to driving continuous
reductions in our impact and to
support a sustainable circular
economy.
Extension into adjacent market with
Chairish acquisition to make buying
and selling of secondary items across
channels more seamless.
Ongoing efforts to minimise our
own environmental impact.
Business Model
How we create value
We enable sellers to easily
sell their unique items online
through our marketplaces
or white label solutions.
We support sellers with tools
and services, including atgAMP
and atgXL, that maximise the
value of their items.
We attract and retain
buyers with easy access
to curated, high-quality
inventory.
We provide tools (e.g. atgPay,
atgShip) that create a secure
and efficient end-to-end
buying journey.
We reinvest to enhance
the platform, improve
user experience, and
support growth, all of which
are services to improve the
flywheel.
Inputs
The drivers
that set us apart
Buyer Reach
457m+ web sessions annually
across our marketplaces.
Marketplace Network
Relationships with over 3,900
sellers across two major
sectors with 26.8m lots listed
in FY25.
Technology & Infrastructure
Proprietary technology,
integrated value-added
services, white label
integrations.
People & Expertise
Deep knowledge of used
goods markets, product
development, operations
and two-sided marketplace.
Brand & Trust
Long-standing relationships
with sellers and shared
success model where we
make money when our
sellers make money. Trusted
marketplaces for buyers in
a highly fragmented market.
Read more page 24
Read more page 44
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Annual Report 2025
HORIZON 1
Foundation
GROWTH DRIVERS:
GROWTH DRIVERS:
GROWTH DRIVERS:
FY25
HORIZON 3
Expansion
HORIZON 2
E2E experience
Transforming how people
buy & sell unique finds
• Multi-format transactions with
a unified network at scale
• Personalised discovery with
engagement-first format
• Predictive infrastructure including
data-driven pricing
• Defensible data advantage with
models that optimise every step
of the transaction
Building a more unified ecosystem
• Connecting demand and supply
through cross-listing
• Roll out core transactional
capabilities (atgShip & atgPay)
• Invest in foundations for better
discovery and relevance
• Invest to build a better buyer
experience
Aggregate critical mass
457m
web sessions
• 26.8m lots listed
• Platform consolidation
• Multiple shared services
Our strategy is underpinned by three investment horizons
In FY25, we advanced our second investment horizon, “end-to-end experience”,
by strengthening the integration of our ecosystem, reducing friction in the buying
experience, whilst also adding the capabilities for transformational growth through
the Chairish acquisition.
Strategic Vision
Our strategy enables us to make
buying and selling of unique items
seamless, intuitive, and full of possibility
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24
Auction Technology Group plc
Annual Report 2025
24
Auction Technology Group plc
Annual Report 2025
Our Strategic Growth Drivers
Through six interconnected growth levers, our strategy scales ATG’s market
position, deepens platform activity, and delivers sustainable value creation.
Growth driver
Description
Progress
Relevant KPIs
Associated risks
1
Extend the Total
Addressable Market
Attract new buyers and sellers, whilst
enabling both to scale activity on our platforms.
Expand into adjacent parts of secondary goods
market through marketplace innovation and
strategic M&A.
THV increased by 1% with the stabilisation of used
asset prices in many I&C categories. We saw growth
of 13% in auctions facilitated and a 12% increase in
lots listed driven by A&A, as well as high retention
of auctioneers with a stable number of sellers in
the year.
Revenue
THV
1, 2, 3, 4, 5, 6 and 9
as further detailed
on page 36 to 41
2
Grow the
Conversion Rate
Optimise the user experience to turn
browsing into buying, while enhancing
marketplace capabilities that encourage
sellers to prioritise ATG marketplaces
and white label solutions.
The conversion rate remained broadly stable. We
continued to improve the seller experience through
investing in easier onboarding and in our white
label proposition, as well as ramping up our team
investing in buyer conversion.
Revenue
Conversion rate
1, 2, 3, 4, 5, 6 and 9
as further detailed
on page 36 to 41
3
Enhance the
Network Effect
Drive stronger platform dynamics and reinforce
ATG’s position as the go-to destination for unique
finds by scaling buyers and sellers and increasing
their engagement.
We drove adoption of atgXL through the launch of
a single upload feature for both atg marketplaces
and white label. We added new sites to the Partner
Network as well as increasing inventory through
the acquisition of Chairish.
 
Revenue
THV
Conversion rate
GMV
1, 2, 3, 4, 5, 6 and 9
as further detailed
on page 36 to 41
4
Grow Take Rate via
Value-Added Services
Increase monetisation per transaction through
atgAMP, atgPay and atgShip, while building
capacity to launch additional value-added
solutions over time.
The Group expanded the marketplace take rate
by 0.3ppt to 4.8% through growth across all three
value-added services. Value-added services
revenue grew by 16% in the year (excluding Chairish).
Revenue
Take rate
1, 2, 3, 4, 5, 6 and 9
as further detailed
on page 36 to 41
5
Expand Operational
Leverage
Scale efficiently by automating processes,
optimising our structure and maintaining
cost discipline.
We controlled our operating costs and continued
with the consolidation of our platforms The
adjusted EBITDA margin was impacted by the
revenue mix, the consolidation of Chairish for two
months of the year and increased investment in
performance related pay.
Adjusted EBITDA
Adjusted diluted EPS
Adjusted operating
cash flow conversion
All risks as further
detailed on page 36
to 41
6
Pursue Accretive M&A
Complement organic growth with strategic
acquisitions that strengthen our platform,
expand our reach, and accelerate the
network effect.
The acquisition of Chairish strengthens the Group’s
position in the A&A market by adding supply in
complementary categories and entering new
consumer segments. Strong financial returns are
expected through both cost and revenue synergies.
Revenue
Adjusted EBITDA
Adjusted diluted EPS
Adjusted operating
cash flow
THV
Conversion rate
GMV
1, 2, 3, 4, 5, 6 and 9
as further detailed
on page 36 to 41
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Further Information
25
Auction Technology Group plc
Annual Report 2025
Case study
atgShip
Improving shipping is central to enhancing the buyer experience
and streamlining seller operations. atgShip simplifies the
shipping process for both buyers and sellers, providing an
integrated, cost-competitive solution across a wide range
of inventory.
The growth of atgShip in FY25 was supported by the launch of
the “eLabel” solution, which has enabled auctioneers to package
items in house and therefore offer lower-cost shipping which
is available for a larger proportion of items available on the
LiveAuctioneers marketplace. In April, we also introduced
a shipping mandate for auctioneers based in North America,
requiring atgShip to be offered to buyers as a delivery option,
which has further expanded adoption of our shipping solution.
By the end of September, over 1,000 auctioneers were onboarded
on atgShip. Over 15,000 lots were shipped in September versus
over 4,500 in March and over 77,000 lots were shipped through
atgShip in the year.
Looking forward, we will continue to expand coverage, enhance
operational efficiency, and offer innovative shipping solutions
which further drive adoption, improve buyer satisfaction, and
support marketplace growth across LiveAuctioneers.
Case study
Chairish acquisition
In August 2025, ATG acquired Chairish, a leading list-price online
marketplace for vintage furniture, décor, and art. The acquisition
has strengthened ATG’s position in the A&A market by expanding
supply in complementary categories and reaching consumer
segments previously under-served. It immediately adds 1.3m
curated vintage items and 12,000 sellers to ATG’s network of
4,000 auctioneers, and in particular enhances our offering in
the furniture category where ATG already has a highly engaged
buyer base.
For sellers, buyer reach has been boosted by the addition
of 4.5m monthly visits, complementing ATG’s existing 25.5m
visits, whilst cross-listing inventory will help sellers increase
sell-through by reaching more buyers.
Approximately $8.0m of operational synergies have been
identified through the acquisition, with further near-term
revenue growth opportunities available through the application
of ATG’s marketplace playbook, including rolling out value-added
services and optimising seller marketing. In FY26, ATG will focus
on integrating Chairish and realising synergies, to ensure the
acquisition delivers meaningful strategic and shareholder value
in the near term.
Case study
Two-sided marketplace fundamentals
Improving search and discovery capabilities is central to
enhancing the buyer experience and driving marketplace
growth. Our strategy focuses on making it easier for buyers to
find relevant items quickly, boosting engagement, conversion,
and overall transaction volume.
In FY25, we launched personalised alerts, purchase protection
and easy bid increment buttons as well as integrating Google
Sign-In. We rolled out an AI-powered recommendation model
for several marketplaces, improving discoverability. We also
launched an in-house AI model to predict lot categories,
trained on current and historical inventory. This insight feeds
into our search and recommendations, benefitting both buyers
and sellers.
We will continue to refine search algorithms, expand
personalisation, and explore AI-driven discovery tools to further
enhance the user experience, drive growth, and maximise
shareholder value.
Strategy in Action
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Further Information
26
Auction Technology Group plc
Annual Report 2025
Key Performance Indicators
Operating KPIs
Total Hammer Value (“THV”)
1
($bn)
$12.1
bn
Conversion rate
1
(%)
27
%
Gross merchandise value (“GMV”)
1
($bn)
$3.3
bn
Take rate
1
(%)
4.8
%
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
The Group’s THV represents the total final
sale value of all auction lots listed on the
marketplaces or the platform (excluding
Auction Mobility, ESN and Chairish).
The conversion rate is GMV as a percentage
of the THV. It represents the percentage of
total final sale value of lots listed and sold
where the winning bid was placed on ATG
marketplaces or the platform.
GMV represents 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.
The marketplace take rate shows the
Group’s marketplace revenue, excluding
ESN and Chairish, as a percentage of GMV.
Marketplace revenue is the Group’s
reported revenue from online fixed price
and auction marketplaces
Performance
Performance
Performance
Performance
THV of $12.1bn was up 1%. During FY25
management reviewed the THV metric,
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.
Further details are provided in the glossary.
The conversion rate remained broadly
stable year on year.
GMV of $3.3bn was stable year on year.
Slight growth in A&A GMV was offset by a
slight decline in I&C.
Take rate increased by 0.3ppts to 4.8%,
largely driven by the growth in value-added
service. The take rate in A&A increased
by 0.5ppt.
Principal risks
Principal risks
Principal risks
Principal risks
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
No
No
No
No
Link to strategic growth driver
Link to strategic growth driver
Link to strategic growth driver
Link to strategic growth driver
1
3
2
6
2
1
3
2
4
We monitor our progress using financial and
operating key performance indicators.
1.
Refer to the Glossary for full definitions.
Six Strategic Growth Drivers
1. Extend the total addressable market
2. Grow the conversion rate
3. Enhance the network effect
4. Grow take rate via value-added services
5. Expand operational leverage
6. Pursue accretive M&A
2025
2024
2023
4.8%
4.5%
4.5%
2025
2024
2023
$3.3bn
£3.3bn
$3.5bn
2025
2024
2023
27.0%
27.0%
2025
2024
2023
$12.1bn
$11.9bn
$12.4bn
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Further Information
27
Auction Technology Group plc
Annual Report 2025
Financial KPIs
Revenue
($m)
$190.2
m
Adjusted EBITDA
1
($m)
$76.8
m
Adjusted operating cash flow
conversion
1
(%)
96.0
%
Basic(loss)/earnings per share
(c)
(118.2)
c
Adjusted diluted earnings per share
1
(c)
37.9
c
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
Revenue is used to measure the Group’s
overall growth and trading performance.
Adjusted EBITDA is the measure used
to assess the operating performance
of the Group.
The Group monitors its operational
efficiency with reference to operational
cash conversion, defined as adjusted
free cash flow as a percentage of
adjusted EBITDA.
Basic earnings/(loss) per share represents
the earnings/loss for the year attributable
to ordinary shareholders.
Adjusted diluted earnings per share
represents the adjusted earnings for the
year attributable to ordinary shareholders
divided by the diluted weighted average
number of ordinary shares outstanding
during the year.
Performance
Performance
Performance
Performance
Performance
Revenue increased 4.4% versus FY24 on a
reported organic basis, primarily driven by
growth in value-added services. Including
the acquisition of Chairish, revenue
increased 9.2%.
Adjusted EBITDA decreased 4.0%, with
the adjusted EBITDA margin decreasing
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 marketplace fundamentals and
performance-related pay.
The Group generated $73.7m of adjusted
free cash flow1 in FY25 (FY24: $65.8m).
The increase in conversion reflects higher
operating cash flow due to movement in
working capital.
Basic loss per share of 118.2c compared to
earnings of 19.7c in FY24 reflecting the loss
before tax driven by the non-cash goodwill
impairment charge and reduction in
adjusted EBITDA year on year.
Adjusted diluted earnings per share of
37.9c decreased from 38.6c in FY24 due
to the lower pre-tax profit.
Principal risks
Principal risks
Principal risks
Principal risks
Principal risks
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
1, 2, 3, 4, 5, 6, 7, 8 & 9
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
Yes – see pages 115 to 128 of the Directors’
Remuneration Report for further details.
Yes – see pages 115 to 128 of the Directors’
Remuneration Report for further details.
No
No
Yes – see pages 115 to 128 of the Directors’
Remuneration Report for further details.
Link to strategic growth driver
Link to strategic growth driver
Link to strategic growth driver
Link to strategic growth driver
Link to strategic growth driver
1
3
2
4
6
1
3
2
6
4
5
1
3
2
4
5
1
3
2
6
4
5
1
3
2
6
4
5
1.
This report provides alternative performance measures (“APMs”) which are not defined or specified under the requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with important additional information on our business
and aid comparability. We have included a comprehensive list of the APMs in note 3 to the financial statements, with definitions, an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory measure where relevant.
Six Strategic Growth Drivers
1. Extend the total addressable market
2. Grow the conversion rate
3. Enhance the network effect
4. Grow take rate via value-added services
5. Expand operational leverage
6. Pursue accretive M&A
2025
2024
2023
$190.2m
$174.2m
2025
2024
2023
$76.8m
$80.0m
2025
2024
2023
96.0%
82.0%
2025
2024
(118.2)c
19.7c
2025
2024
2023
37.9c
38.6c
Key Performance Indicators
|
Continued
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Financial Statements
Further Information
28
Auction Technology Group plc
Annual Report 2025
Sarah Highfield
Chief Financial Officer
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 KPI’s 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
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).
Revenue
FY24: $174.2m
$190.2
m
Adjusted EBITDA
1
FY24: $80.0m
$76.8
m
(Loss)/profit before tax
FY24: $18.4m
$(145.8)m
Adjusted diluted earnings
FY24: 38.6c
per share
1
37.9
c
Basic (loss)/profit per share
FY24: 19.7c
(118.2)
c
Adjusted operating cash flow
1
FY24: $65.8m
$73.7m
1.
This report provides alternative performance measures
(“APMs”) which are not defined or specified under the
requirements of UK-adopted International Accounting
Standards. We believe these APMs provide readers with
important additional information on our business and
aid comparability. We have included a comprehensive
list of the APMs in note 3 to the Consolidated Financial
Statements, with definitions, an explanation of how they
are calculated, why we use them and how they can be
reconciled to a statutory measure where relevant.
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 12.
Chief Financial Officer’s Review
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Further Information
29
Auction Technology Group plc
Annual Report 2025
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 11.
Financial performance
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
$m
FY24
$m
Movement
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 aributable 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.
Arts & Antiques
A&A THV 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.
Revenue by segment
FY25
$m
FY24
$m
Movement
reported
Movement
reported
organic
Movement
organic
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%
Chief Financial Officer’s Review
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Auction Technology Group plc
Annual Report 2025
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 9.
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
www.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.
Geographic breakdown of revenues
FY25
$m
FY24
$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.
Exchange rates
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%
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.
Chief Financial Officer’s Review
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31
Auction Technology Group plc
Annual Report 2025
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 12.
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.
Reconciliation of adjusted EBITDA to adjusted operating and adjusted free cash flow
FY25
$m
FY24
$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
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.
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.
Reconciliation of cash generated from operations to adjusted operating cash flow
FY25
$m
FY24
$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
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32
Auction Technology Group plc
Annual Report 2025
Post balance sheet events
There were no post balance sheet events.
Related parties
Related party disclosures are detailed in note 23.
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. For further details refer to
our ESG section on page 50.
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 versus
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
25 November 2025
Chief Financial Officer’s Review
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33
Auction Technology Group plc
Annual Report 2025
External audit
Regulator
•Overall responsibility for the Group’s risk management and internal control systems.
•Defines risk appetite, taking into account the Group’s strategic objectives.
•Reviews the Group’s principal risks annually, taking guidance from the Audit Committee.
• Supports the Board by monitoring the adequacy
and effectiveness of internal control and risk
management systems.
• Reviews the activities of internal audit,
including at least annual assessments
of internal audit effectiveness.
Operational teams
Senior managers and their
teams take day-to-day
ownership of identifying,
assessing and managing risks
within their areas.
Ensuring controls within their
processes operate effectively
and in line with our policies,
procedures and regulatory
requirements.
Taking timely action when issues
arise and escalating matters to
management so they can be
addressed appropriately.
Risk & Compliance teams
• Senior leaders in our Risk and
Compliance teams offer oversight,
guidance and practical support to
help colleagues manage risk in
their areas.
• Developing and maintaining the
Group’s risk management policies,
frameworks and standards in a
way that supports the business.
• Working with teams across the
Group to help ensure activities
remain within our risk appetite
and to highlight areas where
additional focus may be helpful.
Internal audit
• Internal audit reviews focused
on key risk areas, guided by
the Audit Committee.
• Evaluates the adequacy and
effectiveness of the risk
management and control
processes across the Group.
• Reports into the Audit
Committee, highlighting key
risks and control weaknesses.
Audit
Commiee
The Board
•Supports internal audit in setting scopes
for reviews and monitors the appropriate
follow-up of findings and actions.
•Reviews the Group’s principal and other key
and emerging risks at least twice per year.
1st line of defence
2nd line of defence
3rd line of defence
ATG maintains a robust risk management framework designed to
support sustainable growth, achieve our strategic objectives, and
protect value for our customers, shareholders, and wider stakeholders.
Risk management approach
The Board has overall responsibility for
determining the nature and level of risk the
Group is willing to accept in pursuit of its
strategic objectives. It also ensures that
effective risk management and internal control
frameworks are established and maintained
across the Group. The Audit Committee
provides independent oversight, monitoring the
effectiveness of these frameworks on behalf of
the Board.
ATG’s risk management process is designed
to ensure that appropriate controls are in place
to manage risks across the business, while
enabling innovation, growth, and development.
Risk management practices are embedded into
day-to-day operations in a balanced and
proportionate way, fostering a culture that is
both risk-aware and responsive to emerging
risks and opportunities.
The Group Head of Risk and Internal Audit is
responsible for the ongoing management and
coordination of the risk management process,
reporting to the Audit Committee on a
quarterly basis.
The Group operates a “Three Lines of Defence”
model to define clear roles and accountabilities
for managing risk across the organisation.
Risk Management
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Auction Technology Group plc
Annual Report 2025
Effective
Risk
Management
1. Seing the risk appetite
The Board recognises the need for informed
risk-taking in order to deliver sustainable and
profitable business growth. We have defined
risk appetite levels in the Group’s strategic
risk register, which helps us make more
informed decisions by consistently targeting
priority areas across our risk landscape.
2. Identifying risks
Principal and emerging risks are maintained
in the Group’s strategic risk register by the
Group Head of Risk and Internal Audit and
reviewed by the Audit Committee and the
Board bi-annually. The strategic risk register
captures the assessment of each risk,
mitigating controls in place, and residual
risk ratings.
All levels of the Group’s management
structure are continuously horizon
scanning for potential risks.
The Group Head of Risk and Internal Audit
works closely with the front-line teams to
understand current and emerging risks at
the operational level.
Our risk appetite across different areas
informs the Group’s risk and control
framework and day-to-day control activities.
The Group wants to be best in class and highly
respected across the industry. The Board will
not accept any negative impact on reputation
with any key stakeholders and will only tolerate
minimum exposure such as minor negative
press coverage. The Board will not accept
negative impacts on employees.
4. Managing risks
Mitigating actions are developed
by management and implemented
by the front-line teams. Overall
ownership of the principal risks
is assigned to members of the
Group’s Leadership Team.
If the residual level of risk after
mitigation remains above our risk
appetite, then further mitigating
actions are implemented.
5. Monitoring and reviewing risks
Strategic and operational risks are monitored
by the Group Head of Risk and Internal Audit
on an ongoing basis. Periodic review is then
performed by the Audit Committee as part
of a review of the output of the Group’s risk
management system. Ultimate oversight is
then given by the Board through bi-annual
reviews. Independent challenge is provided
on an ongoing basis by the internal audit
team and our external auditors.
Risk Management
|
Continued
Risk management
process
ATG’s approach to risk
management follows
a structured five-step
process. The Group Head
of Risk and Internal Audit
leads the identification,
assessment, management,
and ongoing monitoring,
reporting, and review of
material risks that could
impact the Group’s strategic
or operational objectives.
Regular updates are
provided to the Audit
Committee to ensure
that the Group’s risk
management standards and
expectations are maintained.
3. Assessing risks
Risks are evaluated to establish the
root cause and to quantify the likelihood
of the event occurring and the full range
of potential impacts from a minimum
(best case) to a maximum (worst case).
These scores are compared against our
risk appetite to support the decisions
for further mitigation as appropriate.
1
2
3
4
5
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Auction Technology Group plc
Annual Report 2025
Risk assessment matrix
Medium
Critical
Low
Medium
Low
High
High
Low
Medium
Likelihood
Impact
Provision 29 of the UK Corporate
Governance Code
Overview
Provision 29 of the revised UK Corporate
Governance Code (effective for financial years
beginning on or after 1 January 2026) introduces
a requirement for boards to make a declaration
on the effectiveness of their material internal
controls. This includes financial, operational,
reporting and compliance controls, supported
by an evidence-based assurance framework.
Our progress in FY25
During the year, the Group initiated a multi-year
programme to prepare for compliance with
Provision 29. The Group Head of Risk and
Internal Audit has led the development of a risk
and control universe aligned to ATG’s principal
risks, alongside a mapping of existing assurance
activities across the business. This work has
established a clear baseline for identifying
and assessing the Group’s key material
controls and areas where further assurance
or documentation is required.
Next steps for FY26
In FY26, the Group will focus on embedding this
framework further by testing and monitoring
key controls to assess their design and
operating effectiveness. The outcomes will
inform any control enhancements needed
ahead of Provision 29 taking effect for ATG
in FY27. Progress will continue to be reported
to the Audit Committee on a quarterly basis.
The following pages summarise our principal
risks, including updates during FY24 and what
we’re doing in mitigation.
Climate-related risks
During the year, the Sustainability and ESG
Committee, together with the Audit Committee,
reviewed emerging risks, including those related
to climate change and environmental reporting,
with findings reported to the Board.
As a digital marketplace technology provider,
ATG operates with a low carbon footprint
and limited direct environmental impact.
Given the nature of our operations, climate
change is considered to present more
opportunities than risks – particularly by
enabling and accelerating the growth of the
circular economy and providing a global
channel for sustainable commerce.
Following analysis undertaken with external
consultants, the Group concluded that the
potential financial impact of climate-related
risks on its operations remains low. The
Sustainability and ESG Committee has identified
a range of potential transition, physical and
investor-related risks and opportunities across
the Group’s value chain – including platforms,
customers, consumers and employees – which
are outlined in more detail on page 62.
On this basis, the Board has concluded
that climate change does not currently
represent a principal risk to the Group.
However, management will continue to
monitor evolving disclosure requirements
and stakeholder expectations to ensure
that climate-related considerations remain
appropriately integrated into the Group’s
broader risk management framework.
Principal Risks and Uncertainties
Our risk assessment matrix prior to mitigating actions:
Trend
1
IT infrastructure – stability and business continuity of auction platforms
2
Product – inability to keep pace with innovation and changes
3
Cyber threat and data security
4
Competition
5
Failure to deliver expected benefits from acquisitions
and/or integrate the business into the Group effectively
6
Attracting and retaining skills/capabilities and succession planning
7
Regulatory compliance
8
Governance and internal control
9
Economic and geopolitical uncertainty
Year-on-year movement
Trend key
Increase
Decrease
No change
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Corporate Governance
Financial Statements
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36
Auction Technology Group plc
Annual Report 2025
Principal Risks and Uncertainties
|
Continued
1. IT infrastructure – stability and business continuity of auction platforms
Risk overview
An inability to maintain a consistently high-quality
experience, related to legacy systems and
infrastructure, for the Group’s sellers and buyers
across its marketplaces or platform, could affect
the Group’s reputation, increase its operational
costs and cause losses. Technology service
disruption could occur due to interruption in the
provision of service from key suppliers or from
ageing technology infrastructure that requires
modern resilience capabilities.
Status
The Group is advancing the development of a unified I&C marketplace platform, with Proxibid as the initial implementation. Leveraging modern technology
standards, this initiative enhances stability, security, and performance, positioning the platform for faster innovation and scalable growth. This represents a
significant step forward in the Group’s multi-year strategy to establish a single technology platform across I&C marketplaces, improving efficiency, simplifying
support, and reducing complexity while enabling greater resiliency.
Paralleling advancements to our marketplace platform, the Group has also enhanced its existing data infrastructure systems, consolidating data into a unified
enterprise platform that improves visibility and decision-making capabilities across business operations.
Risk owner
Chief Technology Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
The Group has made strategic investments in technology leadership in FY25 with the addition of a new Chief Technology Officer and the establishment of a Chief
Information Officer position, bringing strategic oversight and extensive industry experience to IT operations, infrastructure, and platform development.
Technology leaders have maintained the Group’s commitment to consolidating marketplaces and improving infrastructure resilience while developing a
comprehensive two-year strategic roadmap focused on maturing existing technologies, processes, and operational practices.
2. Product – inability to keep pace with innovation and changes
Risk overview
If the Group does not invest and manage the
platforms and product development appropriately,
incorporating new features and embracing
technological advancements, there is a risk of
falling behind in innovation. This could lead to a
decrease in the number of sellers and buyers
utilising the marketplaces or platform, ultimately
resulting in a loss of revenue.
Status
We appointed a new Chief Technology Officer in FY25 who is spearheading initiatives aimed at reducing legacy technical complexity, decreasing lead time, and
increasing our velocity to test and release new features rapidly.
We have expanded our atgShip features to include new shipping partners like USPS and expanded eLabel features. Shipping and other value-added services
accounted for 28% of total revenue in FY25.
We also improved our data analytics infrastructure in FY25. Product teams are building features based on user data and potential impact. Features are being
rolled out using A/B testing software to evaluate performance and impact. Leveraging this methodology has allowed us to ensure that our features are meeting
the needs of our users and increasing bids and wins across our platforms.
We have rolled out our first AI-powered recommendation model across some of the marketplaces, with even the initial version delivering significantly stronger
performance than the third-party solutions previously relied on.
Risk owner
Chief Technology Officer
Chief Product Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
We are continuing to invest in offering sellers and buyers unique and differentiated products. Through testing our features with a subset of our user base and
gathering real-time data and feedback, we can optimise our user experience and deliver features we are confident our users want.
Investing in technical debt will allow us to move even faster with our delivery of features and services. We will continue to expand automated testing, add to our
design system, and decrease our lead time in FY26.
Our product teams will continue to invest in user research, data-driven roadmapping, competitive analyses, market trends, and technological advancements to
ensure that our proprietary auction technology remains competitive.
Risk change
Increase
Decrease
No change
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
Strategic Report
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Auction Technology Group plc
Annual Report 2025
Principal Risks and Uncertainties
|
Continued
3. Cyber threat and data security
Risk overview
The Group is highly dependent on technology
and multiple IT systems, making it vulnerable to
security breaches and cyber attacks. As threats
evolve and become more sophisticated through
the use of AI, any system compromise could
disrupt operations, expose confidential data,
damage reputation, and lead to financial penalties.
Insufficient security governance or investment may
further increase exposure to emerging risks.
Status
The Group strengthened its security leadership and governance structure in FY25 by establishing a Chief Information Officer position with strategic responsibility
for IT, DevOps, and Security operations. Both the CIO and newly appointed Head of Security bring extensive industry experience leading enterprise-scale security
programmes, positioning the Group to continue development of security as a centre of excellence.
A comprehensive NIST-based baseline security assessment was conducted across all Group operations, with results presented to the Audit Committee.
This assessment has informed the development of a multi-year security maturity roadmap focused on building upon the Group’s existing security foundation.
The Group maintained its strong security posture with no reportable data breaches during the year.
Risk owner
Chief Information Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
The Group maintains a comprehensive governance framework for data protection and security, with enhanced oversight from the CIO working in conjunction
with the CTO. Security policies and procedures are aligned to industry standard cyber security frameworks, with periodic reviews conducted by the Information
Security Team. The Group performs annual penetration testing on all proprietary systems and conducts monthly reviews of security recommendations from
third-party security providers.
The Head of Security oversees all security operations and programme execution, with independent assurance provided by the Group Data Protection Officer.
Both work with stakeholders across the Group to continuously review, develop, and improve security practices and procedures.
The Group is executing a maturity roadmap to enhance security capabilities in response to the evolving threat landscape, including threats posed by AI-enhanced
attack methods.
Consolidated incident response processes and procedures remain in place, with custom playbooks refined regularly.
All employee accounts are protected by multi-factor authentication, and the Group maintains a mandatory security awareness training programme for all staff.
4. Competition
Risk overview
The Group’s business model may come under
pressure should a significant number of sellers
choose to take buyer generation, technology
development, and customer service (amongst
other things) in house and so bypass the
marketplaces or platform, including as a result of
sellers who use the Group’s white label offering
attempting to maintain their own platforms rather
than using the Group’s platform.
Status
Our auctioneer seller base has increased to over 3,900 sellers globally, reflecting a stable core customer base and continued new sign-ups during the year.
This demonstrates the resilience of our platform model and the ongoing value that sellers see in partnering with ATG to access a broad, global buyer audience.
We continue to partner with Bonhams and Christie’s, underlining the ongoing relevance of our technology and buyer reach to leading international houses.
We have also continued to benefit from the FY23 acquisition of EstateSales.NET (“ESN”), which further expanded our addressable market in the North American
estate sales segment. ESN’s growth has remained strong, helping to strengthen our position in this complementary market.
In August 2025, the Group further expanded its reach with the acquisition of Chairish, a leading online marketplace for high-quality vintage and pre-owned
furniture and home décor. The addition of Chairish further broadens our global reach and strengthens our presence in the design and interiors segment, creating
new opportunities to enhance buyer engagement and seller growth across our portfolio.
Risk owner
Chief Executive Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
The Group’s strong leadership, industry expertise and agile culture enable us to remain responsive to changes in the competitive landscape. We continually
innovate our technology, engage with customers for feedback, and conduct regular horizon-scanning to identify emerging threats and opportunities.
Ongoing investment in our end-to-end experience is improving the online buying journey and simplifying how lots are listed, reinforcing our competitive advantage
in the auction marketplace.
Risk change
Increase
Decrease
No change
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
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Corporate Governance
Financial Statements
Further Information
38
Auction Technology Group plc
Annual Report 2025
Principal Risks and Uncertainties
|
Continued
5. Failure to deliver expected benefits from acquisitions and/or integrate the business into the Group effectively
Risk overview
The Group has previously made and, in the future,
may undertake further acquisitions and
investments, which may prove unsuccessful or
divert its resources, result in operating difficulties,
and otherwise disrupt the Group’s operations.
Status
In August 2025, the Group completed the acquisition of Chairish. Integration activities are progressing in line with expectations. The acquisition is expected to
deliver approximately $8m of annual synergies by FY27, comprising around $3–4m from headcount optimisation, $2–3m from marketing efficiencies, and $2m
from an increased take rate.
The synergy realisation plan has been reviewed and validated post-completion, and the business remains on track to perform in accordance with the acquisition case.
Initial headcount optimisation was implemented ahead of schedule, and early performance indicators continue to support the cross-listing thesis and broader
strategic rationale underpinning the transaction.
Risk owner
Chief Executive Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
Our efforts are led by an experienced Director of Corporate Development and Director of M&A. We apply a disciplined and data-driven approach to identifying and
evaluating acquisition opportunities to ensure strategic alignment and earnings accretion. In relevant areas, we also leverage external consultants and
subject-matter experts to support due diligence, integration planning, and value realisation.
Clear integration plans and route maps are developed to ensure the successful onboarding of newly acquired businesses. Retaining key talent and institutional
expertise within acquired entities remains a critical priority. Following completion, we continue to review and refine operational structures to ensure they remain
optimised globally.
Performance of acquired businesses is actively monitored against the original investment cases to ensure delivery in line with expectations and to identify
opportunities for further optimisation and growth.
6. Aracting and retaining skills/capabilities and succession planning
Risk overview
Our business depends on hiring and retaining
first-class talent in the highly competitive
technology industry. Inability to attract and retain
critical skills and capabilities could hinder our
ability to deliver on our strategic objectives.
Status
In FY25, we launched several new initiatives to drive employee development through providing the right environment to employees to grow their career.
We built a Career Toolkit on our careers hub, to help support employees in managing their development at ATG, to underpin our goal of empowering both
employees and managers to have meaningful career conversations.
We launched Manager Cohorts to give groups of managers the opportunity to learn from each other, during structured and facilitated discussions around topics
such as Delivering Meaningful Feedback and Effective Recruitment and Onboarding.
We continued to offer both internal and external learning sessions to provide variety and breadth to employees and managers, including a session from our Board
member, Tamsin Todd.
We continue to refine our performance review process within our Global HR Information System, to better facilitate review and feedback conversations between
managers and employees, including our Performance Lite process at our mid-year point to gauge progress on goals and development.
Risk owner
Chief People Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
As a global business, it is important that we perform regular reviews of our remuneration packages, share incentive schemes, and training provided to our employees.
These are reviewed regularly through Remuneration Committee meetings, and benchmarked against comparable businesses, locations, and marketplaces.
Employee surveys and performance reviews are undertaken across all levels twice annually.
We also conducted Active Bystander Training to support and educate our Sales teams on how to recognise and intervene when witnessing inappropriate behaviours.
The Chief People Officer is working to ensure the integration of culture across the different businesses.
The Nomination Committee has continued to review succession planning for the Board and senior management.
Further details on our people can be found in the Sustainability Report on page 72 and Nomination Committee Report on page 107.
Risk change
Increase
Decrease
No change
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
Strategic Report
Corporate Governance
Financial Statements
Further Information
39
Auction Technology Group plc
Annual Report 2025
Principal Risks and Uncertainties
|
Continued
Risk change
Increase
Decrease
No change
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
7. Regulatory compliance
Risk overview
The Group operates in a constantly changing and
complex regulatory environment, especially as a
listed business on the London Stock Exchange.
There is a risk that the Group fails to comply with
these requirements or to respond to changes in
regulations, including the Financial Conduct
Authority’s rules and guidance, or specific legislation
in the territories in which the Group operates,
including the Competition and Markets Authority
in the UK and tax authorities across all territories.
Non-compliance could lead to reputational
damage, financial or criminal penalties, and impact
on our ability to do business.
Status
The Group continues to operate in an increasingly complex regulatory landscape, with ongoing developments across listing, tax, data protection, and international
trade requirements. During FY25, the Group maintained compliance with all material regulatory obligations, including those related to the acquisition of Chairish,
supported by regular external advice in areas such as tax, data privacy, and financial reporting.
The Group continues to monitor upcoming regulatory changes that may affect online platforms and digital marketplaces, including consumer protection and
competition law developments in the UK, North America, the EU and Mexico. Processes remain in place to ensure timely identification of new requirements and
coordination across legal, finance, and risk functions to assess potential impacts and implement any necessary changes.
The Group also continues to align with evolving reporting expectations for listed businesses, including climate-related disclosures under the TCFD framework and
the transition to forthcoming ISSB standards.
Risk owner
Chief Financial Officer
Chief Operating Officer
Strategic growth drivers
1
Mitigating actions/controls
Compliance for the Group is overseen by the Audit Committee, with ultimate responsibility held by the Board. Oversight is supported by the Group’s legal,
company secretarial, finance, operations, and technology teams, who work collaboratively to identify, assess, and manage emerging regulatory and compliance
requirements across all jurisdictions in which the Group operates.
The Group has an established governance framework to monitor legal and regulatory risks and ensure adherence to the principles, rules and guidance applicable
to its regulated activities. Regular updates on key compliance matters are provided to the Audit Committee and the Board through the risk and internal control
reporting framework.
8. Governance and internal control
Risk overview
Any failure and/or weakness in governance or
internal controls, financial or non-financial, could
have a significant impact on the operations and
financial performance of the Group.
Status
During FY25, the Group continued to strengthen its governance and internal control environment in preparation for the enhanced requirements of the 2024 UK
Corporate Governance Code, with a focus on Provision 29. The Group Head of Risk and Internal Audit has led the development of a risk and control universe
aligned to ATG’s principal risks, alongside a mapping of existing assurance activities across the business. This work has established a clear baseline for identifying
and assessing the Group’s key material controls and areas where further assurance or documentation is required.
Internal audit has reviewed key areas of risk, including UK and US Financial Controls, Commissions, Contractors, US Payroll and the Mexico tech hub.
Group policies and procedures continue to be reviewed and updated regularly to ensure they remain current, well-communicated, and aligned with best practice.
Risk owner
Chief Executive Officer
Chief Financial Officer
Strategic growth drivers
5
Mitigating actions/controls
The Board and its Committees provide robust oversight of the Group’s governance and control framework. The Audit Committee continues to play a central role,
providing independent challenge and assurance over financial reporting, risk management, and internal control effectiveness.
The Board retains ultimate responsibility for ensuring compliance with the UK Corporate Governance Code and receives regular updates on the Group’s progress
towards implementing the new Provision 29 requirements. The Sustainability and ESG Committee and the Remuneration Committee also contribute to the wider
governance framework by overseeing respective environmental, social, and people-related controls.
Further details of governance activities undertaken by the Board and Committees during the year are set out on pages 78 to 114.
Strategic Report
Corporate Governance
Financial Statements
Further Information
40
Auction Technology Group plc
Annual Report 2025
Principal Risks and Uncertainties
|
Continued
Risk change
Increase
Decrease
No change
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
9. Economic and geopolitical uncertainty
Risk overview
Group performance could be adversely impacted
by factors beyond our control such as
macroeconomic conditions and political
uncertainty in key markets.
Status
Global macroeconomic conditions remained mixed during FY25, with inflation easing but growth remaining subdued in several key markets. Geopolitical instability
persisted, particularly in Eastern Europe and the Middle East, though the direct financial impact on the Group remains limited.
The broader macroeconomic environment has had an impact on the Group’s financial performance in FY25, with higher discount rates and reduced long-term
growth assumptions contributing to the Group’s non-cash impairment of goodwill at 30 September 2025.
The Group continues to monitor broader economic indicators, FX movements, and geopolitical developments closely, with regular scenario planning incorporated
into strategic and financial planning processes.
Risk owner
Chief Executive Officer
Chief Financial Officer
Strategic growth drivers
1
3
2
6
4
5
Mitigating actions/controls
The Group’s diversified revenue base, across multiple geographies and categories, provides resilience against localised economic and political volatility.
Value-added services and recurring income streams help to balance cyclical exposure to auction volumes.
Commission-based revenues offer a degree of natural inflation protection, as fee income moves broadly in line with asset values. In more uncertain economic
conditions, ATG’s exposure to the secondary goods market may also present an opportunity, as both buyers and sellers turn to the resale of existing assets to
unlock value and liquidity. The Board and Senior Leadership Team actively monitor geopolitical and macroeconomic developments, supported by regular market
analysis and scenario modelling, enabling timely responses to emerging risks.
Strategic Report
Corporate Governance
Financial Statements
Further Information
41
Auction Technology Group plc
Annual Report 2025
Overview
The Directors have assessed the Group’s
prospects, both as a going concern and its
viability longer term. Understanding of the
Group’s business model, strategy and principal
and emerging risks is a key element in the
assessment of the Group’s prospects, as well
as the formal consideration of viability. The
Group’s strategy is detailed on pages 24 to 26
and the Group’s principal risks are described
on pages 36 to 41.
The Group’s prospects are assessed primarily
through its annual long-term detailed planning
process which considers profitability, the
Group’s cash flows, committed facilities,
liquidity and forecast funding requirements. This
exercise is completed annually and was signed
off by the Board in October 2025. As part of this
the Board considers the appropriateness of key
assumptions, taking into account the external
environment and the Group’s strategy.
Liquidity and financing position
On 17 February 2025, the Group announced
that it had successfully completed the
refinancing of its Senior Term Loan and
RCFs 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 2026. The
refinancing enhances the Group’s financial
flexibility and extends the maturity of its debt.
The new facility is initially priced at a margin
of 200bps over the SOFR, which represents a
reduction compared to the previous facilities.
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.
The assessment period
The Directors considered a number of
factors in determining the period covered
by the assessment. This included the Group’s
principal risks, the current and future financing
arrangements, and the certainty over future
marketplace activity. By their nature, forecasts
inherently become less accurate and more
uncertain as the planning horizon extends.
While we prepare a five-year plan, the plan’s
focus is mainly on the first three years with
the outer two years relying more on expected
trends and extrapolations.
The Directors have assessed the
appropriateness of this assertion as detailed
business planning focuses on the near-term
budget process based on the information
available to the Group for the markets and
operating environments in which the Group
operates, with decisions on future funding and
capital allocations focused on this period. In
this context, the long-term viability assessment
has been based on a three-year timeframe,
covering the period to 30 September 2028. On
this basis the Directors have determined that
three years was the most appropriate period
for assessing the Group’s prospects.
Viability Statement
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42
Auction Technology Group plc
Annual Report 2025
Forecasts and prospects
The Group’s prospects have been assessed
mainly with reference to the Group’s strategic
planning and associated long-range financial
forecast. This incorporates a detailed
bottom-up budget for each part of the
business. The budgeting and planning process
is thorough and includes input from department
managers, as well as the Leadership Team.
The Directors participate in strategic planning
and review the detailed bottom-up budgets.
The outputs from this process include full
financial forecasts of revenue, adjusted EBITDA,
adjusted and statutory earnings, cash flow,
working capital and net debt. The Directors
consider that the planning process and
monthly forecast updates provide a sound
underpinning to management’s expectations
of the Group’s prospects.
Assessing the Group’s viability
The viability of the Group has been assessed,
taking into account the current financial
position, including external funding for the Group
in place over the assessment period, the recent
Chairish acquisition and expected forecast
synergies, and the impact of certain scenarios
arising from the principal risks, which have the
greatest potential impact on viability in that
period. A number of scenarios have been
modelled, considered severe but plausible, that
encompass these identified risks. Whilst each
of the risks for the Group outlined on pages 36
to 41 has a potential impact and has been
considered as part of the assessment, only
those that represent severe but plausible
scenarios were selected for modelling.
For each scenario, the modelling captured the
impact on key measures of profitability, cash
flow, liquidity and debt covenant headroom.
The scenarios have been run both individually
and combined (the combination of all downside
scenarios occurring at once is considered to be
remote). The scenarios are hypothetical and
purposefully severe with the aim of creating
outcomes that have the ability to threaten the
viability of the Group. The Group has multiple
control measures in place to prevent and
mitigate the scenarios from taking place.
Although each of the downside (and the
combined) scenarios result in increased
leverage, they all result in headroom over
the current and expected bank facilities and
existing covenants at all testing points, even
where none of the mitigating actions have been
applied such as reducing discretionary capital
and operating expenditure.
None of these scenarios individually, or in the
combined scenario, which reduces adjusted
EBITDA by $75.4m over the forecast period,
threaten the Group’s viability. 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 more than 14% across the
whole Group without any cost mitigation
actions applied such as reducing capital
expenditure or discretionary costs.
Viability Statement
|
Continued
Viability statement
Based on these severe but plausible scenarios, the Directors confirm that they have a reasonable
expectation that the Group will be able to continue in operation and meet its liabilities as they fall
due over the three-year period to 30 September 2028.
Downside scenario
Associated principal risks
Description
Significant reduction in
commission revenue due
to a reduction in absolute
THV growth
IT infrastructure – stability and
business continuity of auction
platforms
IT infrastructure – inability to keep
pace with innovation and changes
Competition
Economic and geopolitical uncertainty
This scenario assumes a
reduction in THV of 5% in FY26
growing to a reduction of 8% by
FY28 versus the base case.
Significant reduction in
commission revenue due
to conversion rate decline
IT infrastructure – stability and
business continuity of auction
platforms
IT infrastructure – inability to keep
pace with innovation and changes
Cyber threat and data security
Competition
Economic and geopolitical uncertainty
This scenario assumes a 1ppt
reduction in conversion rate
in FY26 versus the base case
growing to a reduction of 2ppt
by FY28 versus the base case.
Lower revenue growth
from value-added
services across the Group
IT infrastructure – inability to keep
pace with innovation and changes
Failure to deliver expected benefits
from acquisitions and/or integrate the
business into the Group effectively
This scenario assumes a 50%
reduction in revenue from
value-added services across
the Group versus the base
case.
Removal of any
integration-linked
Chairish revenue
synergies from the base
case
Failure to deliver expected benefits
from acquisitions and/or integrate the
business into the Group effectively
Competition
Economic and geopolitical uncertainty
This scenario assumes removal
of any integration-linked
Chairish revenue synergies
from the base case, reducing
FY28 adjusted EBITDA by $7.2m
versus the base case.
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Corporate Governance
Financial Statements
Further Information
43
Auction Technology Group plc
Annual Report 2025
The following table sets out where non-financial and sustainability information can be found
within this Annual Report as to how the Directors consider their responsibilities under Section
172(1) of the Act.
Responsibility
Report
Page
Consequences of decision-making
Chair’s Statement
Chief Executive Officer’s Statement
Six Strategic Growth Drivers
Key Performance Indicators
Chief Financial Officer’s Review
Principal Risks and Uncertainties
Stakeholder Engagement Report
Corporate Governance Report
Audit Committee Report
Remuneration Committee Report
6
10
25
27
29
36
46
82
96
112
Our employees
Chair’s Statement
Chief Executive Officer’s Statement
Business Model
Principal Risks and Uncertainties
Sustainability Report
Corporate Governance Report
Nomination Committee Report
Remuneration Committee Report
6
10
22
36
50
82
107
112
Section 172(1) Statement
This statement is made pursuant to Section
172(1) of the Companies Act 2006. The Board
recognises its duty to promote the long-term
success of the Company for the benefit of its
shareholders as a whole, while also having
regard to other matters outlined in Section 172.
These include the interests of employees, the
Company’s relationships with suppliers and
customers, the impact on communities and the
environment, and maintaining a reputation for
high standards of business conduct.
Throughout the financial year, the Board has
considered these matters in its decision-
making and is satisfied that its approach is
consistent with its duties under s172. The
Board operates under a governance framework
that supports accountability and ensures it
receives sufficient information to understand
and consider the views and interests of
shareholders and other key stakeholders.
Section 172(1) Statement and Stakeholder Engagement
Responsibility
Report
Page
Fostering of business relationships
with suppliers, customers and others
Chair’s Statement
Investment Case
Chief Executive Officer’s Statement
Business Model
Six Strategic Growth Drivers
Key Performance Indicators
Sustainability Report
6
9
10
22
25
27
50
Impact of Company’s operations on
community and environment
Chair’s Statement
Chief Executive Officer’s Statement
Business Model
Principal Risks and Uncertainties
Stakeholder Engagement Report
Sustainability Report
Corporate Governance Report
Remuneration Committee Report
6
10
22
36
46
50
82
112
The Company’s desirability to maintain a
reputation for high standards
Chair’s Statement
Chief Executive Officer’s Statement
Sustainability Report
Corporate Governance Report
6
10
50
82
The need to act fairly as between members
of the Company
Chair’s Statement
Chief Executive Officer’s Statement
Business Model
Stakeholder Engagement Report
Corporate Governance Report
Remuneration Committee Report
6
10
22
46
82
112
Strategic Report
Corporate Governance
Financial Statements
Further Information
44
Auction Technology Group plc
Annual Report 2025
In FY25, the Board approved the acquisition
of Chairish, a leading North American design
marketplace. In reaching this decision, the
Board considered the interests of a wide
range of stakeholders. For shareholders,
the transaction offered an opportunity to
deliver long-term value and is expected
to be accretive. Chairish strengthens
ATG’s competitive position in the A&A
market by meaningfully expanding supply
in complementary categories and by
increasing ATG’s reach into new buyer
segments. For employees, the Board
assessed cultural alignment, organisational
resizing, and integration planning to ensure
that teams across both businesses would
be set up for success whilst also benefitting
from shared expertise and career
development opportunities.
Key Board Decisions Informed by Stakeholder Considerations
At the start of FY25, the Board approved
increased capital expenditure to accelerate
product development in search and discovery
across ATG’s marketplaces. This decision
followed a detailed review of initial product
enhancements, which had already demonstrated
a strong return on investment and meaningful
improvements in user engagement.
In reaching its decision, the Board considered
the perspectives of a broad range of
stakeholders. For buyers, the enhanced search
functionality was recognised as a key enabler
of a more seamless buyer journey, reducing
friction and improving the ability to find
relevant items quickly. For sellers, the Board
noted that better discovery tools would make
seller inventory more visible, support higher
conversion rates and improve sales outcomes.
For our people, the investment was expected
to empower product and technology teams,
providing scope for innovation and career
development, whilst for shareholders, the
decision was considered in the context of
capital allocation priorities, with the Board
satisfied that further internal investment would
deliver strong long-term value creation given
the size of the addressable opportunity. Finally,
for the environment, by improving efficiency in
transactions, the investment was seen as
supporting the growth and accessibility of
online auctions.
After assessing both the opportunities and
risks, the Board approved the incremental
investment. This decision reflects the Board’s
commitment to enhance the user experience,
support sellers, and create sustainable
shareholder value through disciplined
internal investment.
The Board also considered the needs
of buyers and sellers, recognising that
the combination would create a more
compelling value proposition, offering
buyers greater choice across selling formats
and sellers access to a significantly broader
buying base. Our sellers were an important
consideration, and the Board was satisfied
that the acquisition complemented rather
than conflicted with their offering.
The Board noted the environmental benefits
of expanding into an adjacent secondary
goods market, therefore reinforcing ATG’s
role in the circular economy as we remove
frictions from the process to buy used
items. Following careful due diligence and
risk assessment, the Board concluded that
the acquisition would enhance the Group’s
growth prospects, deliver benefits for
multiple stakeholders, and support the
Company’s vision of transforming how
people connect with unique finds.
1. Chairish acquisition
2. Investment in Search & Discovery
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Auction Technology Group plc
Annual Report 2025
Stakeholder Engagement Report
We engage with a wide
range of stakeholders
across our business, and
their views help shape both
operational decisions and
long-term priorities. The
Board receives regular
updates on stakeholder
interests through reporting
from management, direct
feedback, and structured
engagement, ensuring this
input informs its discussions
and decision-making.
The following pages set out who those
stakeholders are, how we engaged with them,
and how their views influenced our thinking.
Where possible, we use structured feedback
mechanisms, including surveys and
consultations, to help track outcomes and
ensure engagement is effective. Our most
recent materiality assessment was completed
in FY23. The issues identified remain relevant
and continue to inform how we engage with
stakeholders and prioritise action. We regularly
review these issues as part of our ongoing
ESG governance.
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Auction Technology Group plc
Annual Report 2025
2
1
Stakeholder Engagement Report
|
Continued
Why they maer:
Our people are at the heart
of our success. Their expertise, commitment,
and innovation drive business performance,
enhance customer experience, and support
sustainable growth. Engaging effectively
with our workforce ensures that we aract,
retain, and develop the talent required to
achieve our strategic objectives and deliver
long-term value.
How we engage:
We maintain an ongoing dialogue with our
workforce through multiple channels:
Annual employee engagement survey to
gauge sentiment and identify priorities.
Focused discussion groups drawn from
survey results to explore key themes in
more depth.
Workforce engagement oversight from our
Non-Executive Director, Tamsin Todd, who
held two dedicated meetings with employees
during the year.
Regular all-hands sessions to ensure
transparency on business performance
and strategy.
Outcomes and impact:
Insights from our engagement activity have
informed key strategic decisions in FY25. We
reviewed our remuneration structure, four years
after our IPO, ensuring it remains competitive
and aligned with shareholder interests.
Our strengthened succession planning
and executive framework has also provided
clarity on leadership continuity, supported
by targeted recruitment of new executive
and non-executive hires. We also established
a Parker Review target, and looked into an
internal review of the gender pay gap and
ethnicity pay gap, reinforcing focus on talent
development and progression. Feedback from
workforce engagement sessions and surveys
has driven tangible improvements in training
and development, demonstrating our
commitment to listening, responding, and
fostering a culture that supports both
performance and professional growth.
Link to strategic growth drivers
1
3
2
6
4
5
Our people
What maers to them:
Our employees value clear communication,
professional development, fair recognition, and
a supportive working environment. They seek
opportunities to grow within the Company,
understand how their contributions impact
the business, and want to be confident that
leadership listens and acts on their feedback.
Why they maer:
Sellers are fundamental
to our business model, providing the
inventory that aracts buyers to our
marketplaces. Their success directly drives
transaction volumes and the health of our
platform ecosystem.
How we engage:
We maintain ongoing dialogue with sellers
through account management teams, seller
forums, product feedback sessions, regular
surveys, and direct conversations with senior
management.
The Chief Technology Officer ensures her team
continually engages with key outsourcing
partners to discuss operational performance
and the stability of our platforms. The outcome
of this engagement is reported to the Board.
Outcomes and impact:
Feedback from sellers highlighted the need
for greater visibility of their lots and faster
time to sale. In response, the Board approved
incremental investment in search and
discovery tools, expected to increase item
visibility and improve conversion.
We have also expanded our portfolio of tools
for auctioneer product marketing to promote
scale across both A&A and I&C, and invested
in platform consolidation, enabling shared
services and a more seamless seller experience
across our marketplaces. This includes
cross-listing capabilities, allowing sellers to
list inventory across multiple marketplaces
simultaneously, reducing friction and increasing
potential sales.
Link to strategic growth drivers
1
3
2
4
Our sellers
What maers to them:
Sellers prioritise access to the widest pool
of online buyers, high conversion rates, an
integrated ecosystem of sales channels and
tools to simplify and manage the entire sale
journey, competitive selling costs, stability
and reliability of marketplaces and timely
post-sale services such as analytics, payments
and delivery.
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Auction Technology Group plc
Annual Report 2025
Why they maer:
Our suppliers and partners
are critical to the delivery of high-quality
products and services, operational
efficiency, and long-term business
resilience. Strong, collaborative
relationships enable us to innovate, maintain
supply chain integrity, and create value for
both our customers and shareholders.
What maers to them:
Suppliers and partners value transparency,
fairness, and clear expectations. They seek
consistent communication, prompt and equitable
commercial terms, and alignment on ethical
standards and sustainability commitments.
How we engage:
We maintain regular dialogue with our key
suppliers and partners through structured
review processes and commercial discussions.
We provide clear channels for feedback and
maintain close collaboration on operational
and strategic priorities.
Outcomes and impact:
In FY25, our supplier and partner engagement
delivered tangible results including approval
of large contracts with Board oversight,
strengthening operational capability and
alignment with corporate objectives,
implementation of a Modern Slavery Statement,
reinforcing our commitment to ethical supply
chain practices, risk/Provision 29, and enhanced
collaboration and communication with
partners, supporting long-term relationships
and consistent delivery of services.
Link to strategic growth drivers
6
5
Suppliers and
partners
4
Stakeholder Engagement Report
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Continued
3
Why they maer:
Buyers are central to ATG’s
marketplaces, driving platform liquidity,
network effects, and ultimately revenue
growth. A seamless, engaging experience
encourages repeat participation, higher
spend, and positive word-of-mouth, all
of which strengthen ATG’s market position.
How we engage:
In FY25, we deepened our understanding of
buyer needs including through focus groups
with buyers, feedback collection exercises,
a deep-dive session at a Board meeting to
explore buyer behaviour and preferences, and
ongoing consistent dialogue for live chat and
email support. Targeted research is conducted
to better understand the issues most
important to our buyers.
Outcomes and impact:
Feedback from buyers highlighted the need
to remove the frictions in the online buyer
experience. In response, the Board approved
incremental investment in improving the buyer
journey including in search and discovery tools,
expected to increase item visibility and improve
conversion. The Board also supported the
rollout of services like atgShip which aim
to enhance the buyer experience.
Link to strategic growth drivers
1
3
2
4
Our buyers
What maers to them:
Buyers are looking for a convenient, trusted
way to discover a wide range of specialised
and unique curated items, as well as an easy,
reliable and secure user experience. Ensuring
buyers have a positive experience is key to ATG
and drives customer acquisition.
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Continued
Why they maer:
Environmental
sustainability and community responsibility
are integral to our long-term success. How
we manage our impact on the environment
and contribute positively to the communities
where we operate supports operational
resilience and enhances our reputation.
What maers to them:
Stakeholders care about measurable
environmental outcomes, ethical practices,
and active community engagement. They
expect us to take meaningful action to
reduce our environmental footprint,
promote sustainability, and contribute
positively to society.
How we engage:
We engage through our ESG Committee
and ESG Working Committee, which oversee
environmental and community initiatives,
monitor progress, and provide a structured
forum for discussion with key internal
stakeholders. These committees ensure that
sustainability priorities are embedded into
decision-making and business strategy.
Engagement also includes our employees’
participation in industry conferences for
auctioneers to share best practices, as well
as employee involvement in local community
events, including participation from our Lehi
office in the “Cardz 4 Kids” initiative, making
cards for unwell children.
Outcomes and impact:
Engagement has led to carbon metrics
incorporated into executive remuneration
for FY25, aligning leadership incentives with
environmental performance. It has also
resulted in decisions on major investments,
such as a new lease in New York, considering
environmental benefits, ensuring sustainable
operational choices.
Link to strategic growth drivers
1
3
2
6
4
5
Environment and
the community
Why they maer:
We aim to build
strong, transparent relationships with
our shareholders. Maintaining strong,
transparent relationships with them ensures
confidence in our strategy, governance, and
performance whilst at the same time, we
want to ensure that shareholder views,
concerns and expectations are clearly
heard and considered by the Board.
How we engage:
We engage with shareholders through
multiple channels, including the Annual General
Meeting (“AGM”), analyst and investor meetings
throughout the year, investor conferences,
roadshows following results announcements,
and dedicated meetings post-Chairish
acquisition. These forums allow shareholders
to understand our strategy, provide feedback,
and discuss business performance directly
with management and the Board.
Outcomes and impact:
Engagement with shareholders in FY25
influenced key financial and strategic
decisions including on capital allocation, with
a discretionary share repurchase announced
in the year. It also impacted the Board decision
to increase expenditure on growth initiatives
such as search & discovery. Shareholder
considerations were also taken into account
with the refinancing of debt, which lowered
the cost of capital and strengthened
financial flexibility.
Link to strategic growth drivers
1
3
2
6
4
5
Shareholders
What maers to them:
Shareholders care about clear communication,
financial performance, capital allocation, and
strategic direction. They expect timely insights
into our business, access to management, and
evidence that their interests are considered in
key decisions.
5
6
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Sustainability
Report
Richard Lewis
COO and Sustainability
and ESG Committee Chair
Introduction from the Chair of the
Sustainability and ESG Commiee,
Richard Lewis
At ATG, our mission is to power the discovery of
items worth finding again and therefore driving
growth of the circular economy. This mission
not only drives our commercial success but
also underpins our contribution to a more
sustainable world.
We recognise that building a responsible and
resilient business goes beyond environmental
impact. It also means ensuring that we operate
to the highest standards with our suppliers,
that our employees have the opportunity to
thrive and flourish, and that our activities are
underpinned by strong corporate governance
and accountability. These principles guide the
way we do business every day.
Our commitment and progress have once
again been recognised externally, with ATG
included in the FTSE4Good Index for the
third consecutive year, reinforcing our belief
that operating responsibly is fundamental
to sustainable growth.
Looking ahead, the Board and the
Sustainability and ESG Committee remain
focused on strengthening ATG’s role in
advancing the circular economy, while
embedding sustainability more deeply across
our strategy, operations, and culture. We are
confident that by continuing to operate
responsibly, we will create long-term value
for all our stakeholders.
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Audit Commiee
Sustainability and ESG Commiee
ESG Working Commiee
Remuneration Commiee
Nomination Commiee
Tamsin Todd
Committee Chair
Chair
Sco Forbes
Board members
John-Paul Savant
Sarah Highfield
Suzanne Baxter
Sejal Amin
Pauline Reader
Andrew Miller
Tamsin Todd
Agree the ESG performance
metrics within the
Executive Directors’
incentive plan.
Read more – page 112
Suzanne Baxter
Committee Chair
Oversees the SEC
and responsible for
identifying and managing
climate-related risks.
Read more – page 96
Richard Lewis
Committee Chair
Oversees governance of ESG
and sustainability strategy
including reporting
requirements.
Richard Lewis
Committee Chair
Provides link between
employees and management
to support implementation
of ESG strategy and provide
feedback.
Sco Forbes
Committee Chair
Committed to ensuring
the Board comprises
the right balance of skills,
knowledge, diversity,
and experience.
Read more – page 107
Board Oversight
(at 30 Sep 25)
Board oversight of
sustainability and ESG
The Board has overall responsibility for
the Group’s sustainability and ESG strategy,
ensuring that it supports the delivery of our
long-term strategic priorities and reflects the
issues most material to our stakeholders. In
FY25, the Board continued to oversee progress
against our sustainability goals, receiving
regular updates on climate risks and
opportunities and ensuring that ESG
considerations are embedded in strategic
decision-making, risk management, and
financial planning.
The Audit Committee reviews climate-related
risks and opportunities annually and reports
to the Board, enabling effective oversight of
progress and alignment with the Group’s
strategy. The Sustainability and ESG
Committee (“SEC”) meets twice per year
and reports at least annually to the Audit
Committee, ensuring ESG and climate-related
issues are incorporated into business strategy,
risk management, and reporting. The SEC is
chaired by Richard Lewis and its members
include the Chief Financial Officer, Chief People
Officer, Chair of the Audit Committee, Company
Secretary and representatives from finance,
risk, internal audit, and investor relations.
In FY25, the SEC Chair continued to provide
direct updates to the Board on ESG matters.
The ESG Working Committee, led by the
SEC Chair, comprises colleagues from across
the business who are passionate about
sustainability and helping to build employee
awareness and drive practical change. The
Committee meets monthly and reports into
the SEC.
From FY24, the Remuneration Committee
introduced performance measures for
Executive Directors linked to the delivery
of carbon reduction targets. In FY25, these
ESG-linked remuneration metrics were
maintained, reinforcing accountability
for progress at the most senior level.
The Board also receives periodic training
and horizon-scanning updates on evolving
ESG regulation, reporting standards, and
stakeholder expectations, ensuring it has
the insight needed to guide the Group’s
sustainability strategy effectively.
Sustainability Report
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Continued
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Key:
1
Waste management
and water use
2
Packaging and plastic
3
Responsible tax strategy
4
Supply chain management
5
Energy management
6
Human rights
7
Health and safety
8
Communities and partnerships
9
Climate change and emissions
10
CEO remuneration
11
Employment practices
and labour management
12
KPIs
13
Innovative and efficient services
14
Diversity and inclusion
15
Talent and workforce
development
16
Ethical conduct and integrity
17
Product quality and safety
18
Cyber security
Impact on ATG
Influence on stakeholders
Environmental
Social
Governance: marketplace integrity
and responsible business
16
4
3
6
7
8
11
14
15
1
2
5
9
13
18
10
12
17
Materiality assessment
The Board is committed to integrating stakeholder priorities into decision-making.
Our FY23 double materiality assessment, undertaken with external specialists,
identified the issues of greatest significance to stakeholders and to the business.
In FY25, we remain focused on these key areas, strengthening the link between
ESG priorities and our long-term strategic objectives. The chart below illustrates
the results of this assessment.
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Continued
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Continued
Progress against material issues
Key issue
Why the issue is important to ATG
Link to strategic
growth driver
Progress in FY25
Plans for FY26
Cyber data security
protection
18
Ensuring the safe collection, retention and
use of confidential data of our sellers, buyers
and employees, and safeguarding this data
against security breaches and cybercrime
is a cornerstone of our business and
financial performance.
1
3
2
6
4
5
No reportable data breaches or security events.
Established CIO role and new Head of Security, strengthening
governance and leadership.
Completed NIST-based security assessment and developed
a multi-year maturity roadmap.
Optimise the security vendor portfolio to reduce
cost, eliminate redundant tools and improve
performance.
Deliver the FY26 security maturity roadmap,
closing key gaps and strengthening resilience
through new Business Impact and Business
Continuity.
Ethical conduct
and integrity
16
Managing our business with integrity in an
honest, ethical and responsible manner is key
to ensuring we maintain our strong reputation
and protect future revenue-generating
opportunities.
1
3
2
6
4
5
Appointed new Non-Executive Directors.
Introduced an independent third-party whistleblowing service,
providing employees with a confidential and secure channel
to raise concerns. There have been zero whistleblowing
reports in FY25.
Refresh the Group Code of Conduct to reflect
evolving risks (e.g. AI ethics, data privacy, and ESG
expectations).
Embed ethical-risk considerations into our
enterprise risk management framework and
Provision 29 control mapping.
Product quality
and safety
17
Although we have no direct responsibility
for the products sold, their specification or
quality, adherence to their specifications is
crucial to protect our reputation and future
revenue-generating opportunities.
1
2
3
4
Reviewed and updated sensitive items policy.
Continued work with sellers to ensure listings are appropriate,
accurate and fair representations of the items to be sold.
Ongoing testing of all products and services before
rollout or update.
Continue to monitor and review sensitive items
and policies.
Talent and
workforce
development
15
Recruiting and retaining high-performing
talent and ensuring our people feel they
belong and can reach their full potential are
essential to ensure our business maintains
competitiveness and can innovate.
1
3
2
6
4
5
New ATG Academy with 54 courses and an average feedback
rating of 4/5.
Launched a new Career Hub and Career Conversation Toolkit.
Designed and tested a new Career Pathways framework with
Product function.
Rollout of Career Pathways across functions,
creating clarity across all roles and levels.
Refresh our ATG Academy with new offerings
based on employee and manager feedback.
Agree and work on FY26 DE&I Working Group Focus.
Carbon emissions
9
We recognise that the changing climate
could impact all our stakeholders.
Although we have a relatively small carbon
footprint, we aim to minimise our own
environmental impact.
1
2
5
6
Continued to progress towards our near-term and Net Zero
emissions targets.
Improved our data quality for some of the more difficult
to measure categories e.g. Use of Sold Products.
Target our higher emissions Scope 3 categories
(e.g. Purchased Goods & Services) to make
significant reductions in emissions.
Rebaselining our near-term and Net Zero targets,
in accordance with the Science Based Targets
Initiative guidelines.
Innovative and
efficient services
13
Our marketplaces play a pivotal role in
facilitating the circular economy. We invest
to improve the online auction experience.
1
2
3
4
Continued the rollout of atgShip to make it even easier
to transact at online auctions.
Search and discovery investment to remove frictions
in online auction process.
Continue to invest in products and services to
make it easier to buy and sell at online auctions.
Six Strategic Growth Drivers
1
Extend the total addressable market
2
Grow the conversion rate
3
Enhance the network effect
4
Grow take rate via value-added services
5
Expand operational leverage
6
Pursue accretive M&A
We recognise the pivotal role we can play in facilitating the circular economy.
Therefore, alongside the top four priority focus areas identified from the materiality assessment, we continue to prioritise climate action and reducing our own carbon emissions.
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Continued
“Protecting the confidential
data of our sellers, buyers
and employees remains
critical to our business.
We continue to prioritise
strong data governance
and cybersecurity to
ensure this information is
collected, stored and used
safely, and safeguarded
against breaches and
cyber threats.”
Sustainability in focus:
Cyber security and data protection
As one of our most material risks, we have
focused on strengthening our policies and
procedures in this area during FY25.
ATG’s cyber security policies
and procedures
The Information Security team, under the
direction of the Chief Information Officer
(“CIO”), serves as the intermediator between
the information security management system
(“ISMS”) and the organisation, with oversight
by the CTO and CIO. The team is responsible
for performing information security
operations and monitoring activities.
All ISMS policies and procedures are updated,
reviewed and approved annually by our
Information Security Steering Committee
(“ISSC”) which is composed of the CIO, Head
of Information Security, Group Data
Protection Officer (“DPO”), and Group Head of
Risk and Internal Audit. The ISSC is also
responsible for recommending additions/
removals to the ISMS. Policies and
procedures cover a full range of cyber
security and data protection areas.
We have a proactive awareness programme to
educate all employees on cyber security risks
with mandatory training annually for all staff.
Data protection policies apply to 100% of
Group operations.
Our incident response plan and major
incident response simulations are carried out
periodically with custom response playbooks
drafted and refined yearly.
All employee accounts are protected by
multi-factor authentication, with geolocation
restrictions for sensitive access groups.
How we strengthened cyber security
in FY25
Appointed a newly created CIO role to drive
strategic alignment between security
initiatives and business objectives, with a
focus on developing Information Security,
DevOps, and IT as centres of excellence for
the organisation.
The new CIO strengthened the security team
with the addition of experienced personnel,
bringing decades of experience leading
enterprise-scale security programmes.
Conducted a comprehensive NIST-based
baseline security assessment across all
Group operations to establish maturity
benchmarks and identify opportunities
for programme enhancement.
Developed and presented a multi-year security
maturity roadmap to the Board and executive
leadership, receiving strong support for
strategic investments in security capabilities.
Advanced the consolidation of web and
application firewalls across marketplace
platforms, migrating several products to a
more robust, standardised solution with
enhanced monitoring capabilities.
Maintained zero reportable security incidents
throughout FY25.
What are our priorities for FY25?
As cyber threats continue to evolve in
sophistication and frequency, we remain
committed to advancing our security posture.
Our priorities for FY26 include:
Execute the security maturity roadmap
developed in FY25, focusing on remediating
identified gaps and elevating our security
programme to function as a centre of
excellence.
Complete the consolidation of web and
application firewalls across all marketplace
platforms to achieve a unified, best-in-class
security architecture with streamlined
monitoring and response capabilities.
Develop and implement comprehensive
Business Impact Analysis and Business
Continuity Planning frameworks to
enhance organisational resilience and
recovery capabilities.
Optimise the security and IT vendor portfolio
to improve operational efficiency and return
on investment, including renegotiating major
contracts, eliminating redundant tooling, and
replacing underperforming solutions with
higher-value alternatives without
compromising security or service quality.
Continue to strengthen the alignment
between security initiatives and business
strategy, ensuring security enablement
supports growth objectives while managing
risk effectively.
Enhance security governance and risk
management processes to maintain
Board and executive visibility into the
security programme’s strategic direction
and performance.
Cyber security
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Continued
ATG’s data protection policies
and procedures
Our approach to data protection is guided by ,
the UK Data Protection Act (“GDPR”), and the
UK Privacy and Electronic Communications
Regulations, alongside international
legislation including applicable North
American, EU and Mexico requirements.
We foster a strong culture of data protection
across the organisation, overseen by the
Board and embedded into everyday working
practices.
Our independent Data Protection Officer
(“DPO”) is actively involved across all business
functions, ensuring data protection is
considered by design and by default.
Data protection policies and procedures
are integrated with our wider security, risk
management and compliance frameworks.
All employees complete mandatory annual
data protection training, reinforced by ongoing
awareness and communication activities.
Data subject requests are handled through
formalised processes with oversight from
the DPO to ensure compliance and
timely responses.
How we strengthened data protection
in FY25
Incorporated relevant aspects of the UK Data
(Use and Access) Act 2025 (“DUAA”) into data
protection governance, management and
operations.
Selected by the UK Information
Commissioner’s Office as having one of
the UK’s leading websites, for their Website
Cookie Assessment Programme, and gained
ICO approval without further actions required.
Driving continuous improvements via the
Data Protection and Information Security
policies and procedures.
Enhanced organisational design for data
protection, to help embed data protection
controls into change and operational
processes more deeply.
No reportable data breaches or security events.
What are our priorities for FY25?
Further embed data protection by design and
default into business and technical change
governance functions.
Monitor and incorporate legal and regulatory
changes, including evolving guidance from the
UK ICO relating to the DUAA and evolving US
federal and state-level legislative changes.
Maintain diligence through continuous
improvement assessments and
enhancements.
Maintain staff training and awareness. 
Data privacy
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Continued
Environment
We recognise that climate change affects all of our
stakeholders. Although our operations have a relatively
small environmental footprint, we are committed to
driving continuous reductions in our impact and to
supporting a sustainable circular economy that limits
the need for new manufacturing.
Our roadmap to Net Zero
by
2040
Our commitment to achieve Net Zero
greenhouse gas emissions across Scopes
1–3 by 2040 was validated by the Science
Based Targets initiative (“SBTi”) in FY24.
This aligns our ambition with the Paris
Agreement’s goal to limit global
temperature rise to 1.5°C above
pre-industrial levels.
Achieving this target will require reducing
our absolute Scope 1–3 emissions by at
least 90%, with any remaining unavoidable
emissions neutralised through verified
carbon removal initiatives. Progress
against our 2040 Net Zero pathway
is detailed on page 71.
Task Force on Climate-
related Financial Disclosures
(“TCFD”)
This section sets out our disclosures in line
with the four pillars and 11 recommended
disclosures outlined in the Task Force on
Climate-related Financial Disclosures:
Implementing the Recommendations
(October 2021) report. It explains how we
identify, assess and manage the risks and
opportunities that climate change presents
to the Group across the four TCFD pillars:
governance, strategy, risk management,
and metrics and targets.
Compliance statement
In accordance with the UK Financial
Conduct Authority (“FCA”) Listing
Rule 14.3.27R, the Group considers its
climate-related financial disclosures
to be consistent with the TCFD
recommendations and all associated
recommended disclosures. The table on
page 57 indicates where each disclosure
can be found within this report.
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Continued
TCFD compliance index
TCFD framework
pillars
Recommended disclosures
FY25
compliance
Our response
Governance
a) Describe the Board’s oversight of climate-related risks
and opportunities
b) Describe management’s role in assessing and managing
climate-related risks and opportunities
Full
We have incorporated climate-related governance across all levels of our governance
structure and encourage accountability for climate-related risks and opportunities throughout
the business.
Details can be found in the Governance section on page 82.
The Group’s governance structure is presented on page 83.
Strategy
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios,
including a 2°C or lower scenario
Full
We have undertaken a climate scenario analysis which assessed physical and transition
climate-related risks and opportunities under three climate scenarios utilising quantitative
data from the Network for Greening the Financial System (“NGFS”).
The scenario analysis has supported our understanding of our climate-related risks and
opportunities across the Group, how they might impact our business, and consideration
of how they impact our strategy and financial planning.
Details of our climate scenario analysis can be found on page 60.
Details of our climate-related risks and opportunities can be found on pages 61 to 63.
Risk management
a) Describe the organisation’s processes for identifying
and assessing climate-related risks
b) Describe the organisation’s processes for managing
climate-related risks
c) Describe how processes for identifying, assessing
and managing climate-related risks are integrated into
the organisation’s overall risk management
Full
We have a well-established risk management framework that follows the Three Lines of
Defence model. The Group Head of Risk and Internal Audit manages our Group risk register
which includes climate-related risks, following a materiality-based approach.
Alongside our wider risk management approach, to support the identification of climate-related
risks, we have undertaken a climate scenario analysis which assessed physical and transition
climate-related risks under three climate scenarios.
Our Group Head of Risk and Internal Audit is a member of the Sustainability and ESG Committee
which supports the assessment, management, and incorporation of climate-related risks into
our overall risk management approach.
Details of our overall approach to risk management can be found on pages 34 to 35.
Details of our climate scenario analysis can be found on page 60.
Details of our ESG governance structure can be found on page 51.
Metrics and targets
a) Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (“GHG”) emissions, and the related risks
c) Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
Full
We have had our near-term (2030) and long-term Net Zero (2040) emissions reductions targets
formally validated and approved by the Science Based Targets initiative (“SBTi”). We are actively
monitoring our progress against these targets, as demonstrated in our transition plan on
pages 69 to 71.
Details of our Scope 1, Scope 2, and Scope 3 GHG emissions can be found on page 65.
Details of our climate-related targets can be found on page 71.
Details of emissions-based remuneration targets for our Executive Directors can be found
on page 128.
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TCFD: Governance
Climate considerations are embedded within our
governance framework, with accountability for
climate-related risks and opportunities integrated
across the organisation. The Board remains
committed to overseeing delivery of our
environmental objectives and ensuring
transparency in progress.
How we govern our impact on
the environment and response
to climate change
Board
The Board has overall responsibility for the
Group’s climate-related matters. In FY25, this
included ongoing oversight of progress towards
our Net Zero by 2040 target and approval of
key ESG-related Group policies, including our
publicly available Environmental Policy.
Audit Commiee
The Audit Committee oversees how the Group
identifies and manages climate-related risks
and opportunities. Meeting four times a year,
the Committee provides the Board with
updates on climate-related governance,
progress against emissions reduction targets
and overall risk management.
Further details can be found in the Audit
Committee Report on pages 96 to 106.
Sustainability and ESG Commiee
The Sustainability and ESG Committee
(“SEC”) focuses on climate-related risks
and opportunities, including the setting,
measurement and monitoring of near and
long-term carbon reduction targets, strategies
and compliance with TCFD requirements.
The SEC works closely with external advisers
to stay aligned with the latest guidance and
provides regular updates to the Audit
Committee on regulatory developments,
climate-related activities across the business,
and investor feedback.
The SEC meets twice per year and reports into
the Audit Committee.
Remuneration Commiee
The Remuneration Committee includes
climate-related measures in the performance
targets for Executive Directors, linking
remuneration outcomes to delivery of the
Group’s carbon reduction goals.
The Remuneration Committee meets four
times per year and reports into the Board.
Further details can be found in the Remuneration
Committee Report on pages 112 to 114.
ESG Working Commiee
Established in FY23 and chaired by the
Chief Operating Officer, the ESG Working
Committee brings together colleagues from
across the business who are passionate about
sustainability. The Committee meets monthly,
with climate change a standing agenda item,
and reports into the SEC.
In FY25, the ESG Working Committee continued
to lead practical initiatives to reduce the
Group’s emissions, including:
maintaining office heating at 21.5°C in winter
and cooling at 23°C in summer;
auditing office facilities for energy efficiency,
including metering, HVAC controls, LED
lighting and appliance usage;
ensuring all offices use LED lighting;
continued upgrading of laptop docking stations
and screens to more energy-efficient models;
expanding employee awareness campaigns
on energy conservation and sustainable
workplace practices; and
increasing recycling facilities and signage
across all offices, including coffee cup and
e-waste recycling points.
Employees are encouraged to actively
participate in the ESG Working Committee,
contributing to ongoing initiatives and
suggesting new ways to further reduce
the Group’s emissions.
Sustainability Report
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Continued
M
a
n
a
g
e
m
e
n
t
l
e
v
e
l
Board
Audit
Commiee
Sustainability and
ESG Commiee
Remuneration
Commiee
ESG Working
Commiee
B
o
a
r
d
l
e
v
e
l
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Auction Technology Group plc
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As an online marketplace platform, our business model
is inherently aligned with sustainability. Every item sold
across our platforms represents an alternative to
producing something new – extending product life,
reducing waste, and avoiding the carbon emissions
associated with manufacturing and distribution.
TCFD: Strategy
Sustainability Report
|
Continued
Net Zero
2040
In FY24, our commitment to achieve
Net Zero by 2040 was validated by the
Science Based Targets initiative (“SBTi”),
confirming that our targets align with the
Paris Agreement’s 1.5°C pathway.
How we will achieve this
We are already making good progress on
achieving our emissions reduction targets
(see page 71).
We are progressing against our
emissions-reduction roadmap, focusing on
key projects to reduce our Scope 1 and 2
emissions, such as optimising office energy
use and exploring transitioning to 100%
renewable electricity.
We are strengthening the accuracy and
coverage of our Scope 3 emissions data to
better understand the drivers of our value
chain footprint and target meaningful
reductions aligned to our Net Zero ambition.
Facilitating the
circular economy
Our marketplaces play a vital role
in advancing the circular economy
by providing a global channel for
re-commerce – connecting buyers and
sellers of high-quality, second-hand goods
across a range of categories. Every
transaction helps avoid the emissions,
waste and resource use linked to
producing new items.
How we will achieve this
We continue to invest in our marketplace
technology to make it even easier and more
rewarding for users to list, sell and purchase
second-hand items.
By supporting the resale of existing goods,
we help drive sustainable consumer
behaviour and extend the useful life of
valuable assets, reducing the demand for
new manufacturing and the emissions that
come with it.
Getting auctions
online
Our technology enables auctions to
take place digitally, removing the need
for long-distance travel and large,
in-person events. This helps reduce
emissions while expanding access for
buyers and sellers worldwide.
How we will achieve this
We are enhancing our online auction
experience to support more virtual
participation and reduce the carbon
footprint of live events.
By connecting more buyers and sellers
online, we not only reduce travel-related
emissions but also strengthen our positive
contribution to a more sustainable,
low-carbon economy.
1
2
3
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Continued
Climate-related risks
and opportunities
We integrate climate resilience into our
business strategy by identifying and assessing
climate-related risks and opportunities as part
of our corporate risk management framework,
with a specific climate focus reviewed annually.
As an online marketplace for second-hand
goods, we also recognise the opportunity our
business has to advance the circular economy
and help reduce global emissions.
The summary below outlines our approach to
identifying and evaluating these climate-related
risks and opportunities.
The climate-related risks and opportunities
we face are influenced by both the physical
impacts of climate change and the transition
risks arising from how sellers, buyers and other
stakeholders respond to climate issues and
related regulation.
In FY25, we continued to enhance our climate
scenario analysis, building on the qualitative
and quantitative assessments first undertaken
in FY23. Using quantitative data from the
Network for Greening the Financial System
(“NGFS”), accredited by the Bank of England,
we assessed physical and transition risks and
opportunities under three climate scenarios
across the following time horizons:
Short term: Present – 2025
Medium term: 2025 – 2030
Long term: 2030 – 2050
These horizons are aligned with the Group’s
wider business strategy.
The short term focuses on reducing Scope 1
and 2 emissions and advancing our circular
economy initiatives, while monitoring near-term
regulatory and market developments. The
medium term supports progress towards our
interim sustainability goals, and the long term
aligns with our Net Zero by 2040 ambition,
enabling us to assess long-range impacts and
capture emerging opportunities.
Consistent with prior years, each identified risk
and opportunity was evaluated for likelihood
and impact across all three time horizons to
determine overall materiality. A vulnerability
assessment was then applied, considering
sensitivity, exposure and adaptive capacity,
to produce a consolidated vulnerability score.
Final risk scores were calculated by combining
impact, likelihood and vulnerability, allowing
us to prioritise key risks and opportunities for
ongoing monitoring and management.
NGFS-approved scenarios applied
NGFS scenario
Key characteristics
Justification
Net Zero 2050
Policies in alignment with the Paris
Agreement goals.
Alignment with the Paris Agreement
goals consistent with a transition to a
lower-carbon economy, as per TCFD
recommendations.
Delayed
Transition
Assumes new climate policies are
not introduced until 2030 with the
availability of carbon dioxide reduction
technologies kept low, pushing carbon
prices higher than in Net Zero 2050.
Simulates higher transition risks
compared to other scenarios and is
used to show worst case scenario for
transition risks.
Current
Policies
Assumes that only currently
implemented policies are preserved,
and no further political intervention on
climate change is undertaken, leading to
3°C warming and severe physical risks.
A scenario that simulates low transition
risks but severe physical risks.
Identify
We scan data sources to identify
climate-related risks and opportunities,
such as sector research, climate policy
updates, and peer analysis.
Incorporation into Group risk management
We integrate climate-related risks
and opportunities into the Group’s
broader risk management processes,
ensuring they are monitored and
managed on an ongoing basis.
Qualitative analysis
A scenario analysis is conducted to
assess the qualitative impact of the
identified risks and opportunities. This
aids in ranking and prioritising the risks
and opportunities, providing the top 10
as listed on page 61.
Quantitative analysis
A quantitative scenario analysis is
undertaken to determine the potential
financial impact on cash flows of the
risks and opportunities. When applying
a materiality, it was concluded that no
risks or opportunities were material to
the business, however the top three have
been detailed on pages 62 to 63.
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Continued
Climate-related risks
Our scenario analysis identified 26 potential climate-related risks to the Group. The assessment
included consideration of the transition to a low-carbon economy and risks related to the physical
impacts of climate change. Based on the risk scores calculated for each of these, the top 10
climate-related risks are as follows.
Priority
Risk identified
1
Data centre outages due to acute weather
events leading to loss of revenue and
expenditure on customer compensation
2
Increased competition in the online
secondary goods market, resulting in more
choice for consumers and therefore
diluting ATG’s market share
3
Hosting providers passing on costs from
increased carbon price, increasing
expenditures
4
Carbon pricing mechanisms result in
increased costs for ATG and suppliers,
negatively impacting sales and profitability
5
Increased regulation may limit the sale of
some goods and services (e.g. high
emission vehicles)
6
Climate-induced economic and geopolitical
instability leading to reduced supply and/or
demand in the secondary goods market
7
Hosting providers passing on costs due to
increased energy needs for cooling and
carbon reduction measures
8
A decline in share price if ATG does not
adapt to changing investor preferences for
ESG improvements
9
Chronic and acute weather events
disrupting operations/logistics leading to
increased costs
10
Carbon pricing mechanisms increasing the
cost of living leading to higher wage bill
and reduced profit margins
Impact
Likelihood
Climate-related opportunities
By following the process summarised above we identified eight potential climate-related
opportunities to the Group. The consideration of opportunities took into account resource
efficiency and cost saving, adoption of low-emission energy sources, the development of new
products and services, access to new markets, and building resilience along the supply chain.
Based on the above, the eight opportunities were ranked as follows.
Priority
Opportunity identified
1
Higher demand for secondary goods due
to increased public awareness of the
environmental implications of buying new
items and the circular economy, increasing
overall sales and commission
2
Reputational benefits from ATG’s approach
to reducing carbon emissions leading to
increasing sales
3
Higher demand for secondary goods due
to climate-related economic contraction
increasing sales via ATG’s platforms
4
Supply chain disruption due to climatic
changes increasing demand for secondary
goods and increased sales
5
Investor preferences to invest in
low-carbon companies increasing ATG’s
ability to raise finance
6
Reduced carbon emissions leading to
reduced risks associated with regulation
and taxation
7
Adapting products in line with
climate-related regulation and taxation
e.g. Antiques Trade Gazette digitisation,
leading to reduced expenditure
8
Reduced operational costs due to efforts
to reduce carbon emissions and use of
low-carbon technologies
1
4
3
10
9
5
7
8
6
3
2
1
7
4
8
2
6
5
3
Size of the marker represents the Group’s
vulnerability to the risk
Impact
Likelihood
Size of the marker represents the Group’s
realisation rating to the opportunity
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Continued
Highest ranked climate-related risks to the Group
The top three climate-related risks are outlined and discussed below; the remaining risks are documented internally.
Risk type
Impact
Mitigation/response
Timeline
Risk sub-
category
Geographic
location
Business
operation
Financial
impact
category
Financial
impact
Physical and transition
Data centre outages
due to acute weather
events leading to loss of
revenue and expenditure
on customer
compensation
Due to the digital nature of the Group’s
operations, the highest risk to our
operations is third-party data centre
downtime and the implications of this on
revenue and expenditure. We understand
that, whilst we do not operate data
centres ourselves, the impact of physical
climate-related risks on our data centre
suppliers, resulting in us being unable to
access our services, would be significant.
The Group’s systems are hosted across
multiple cloud providers and regions,
ensuring continuity if one location is
affected by extreme weather or other
disruption. Built-in redundancy and failover
capabilities minimise downtime, supported
by a business continuity framework that
monitors third-party performance and
response readiness.
Most likely to
manifest under a
Current Policies
scenario, in the long
term.
Acute
(physical),
market and
reputational
(transition)
All
Data
centres
Revenues
and
expenditure
Low: not
expected to
have a material
impact on the
business
Transition
Increased competition
in the online secondary
goods market, resulting
in more choice for
consumers and
therefore diluting ATG’s
market share
Whilst it is unlikely that the breadth of the
Group’s business operations would be
equalled by an existing or new entrant to
the market, overall competition in the
secondary goods market has been
highlighted as one of the most material
risks to the Group. This risk recognises
that with growing awareness of the
environmental benefits of the circular
economy, consumers will likely have more
options to purchase secondary-market
goods in the future.
The Group continues to invest in technology
and innovation to enhance platform
usability, reach and customer experience,
ensuring sellers and buyers choose ATG’s
marketplaces amid growing competition.
By championing the circular economy and
promoting sustainable commerce, the
Group is well positioned to benefit from
increasing consumer demand for
second-hand goods. Ongoing market
monitoring and innovation initiatives help
maintain our competitive edge and
long-term relevance in this evolving sector.
Most likely to
manifest under Net
Zero 2050 or
Delayed Transition
scenarios, in the
medium to long
term.
Market
All
All
Revenues
Low: not
expected to
have a material
impact on the
business
Transition
Hosting providers
passing on costs from
increased carbon price,
increasing expenditures
As highlighted in our highest ranked
climate-related risk above, we have a
significant reliance on third-party data
centre providers. If there is an increase in
the price of carbon, this is likely to impact
the major cloud-providers and therefore
there is a risk these costs get passed on
to the Group.
We engage proactively with our cloud
hosting providers to understand their
sustainability commitments and prioritise
partners targeting 100% renewable energy
usage. The Group continues to optimise
cloud resource efficiency to manage costs
and reduce emissions. We also monitor
developments in carbon pricing and
incorporate potential impacts into our
financial and supplier planning processes.
Most likely to
manifest under
Net Zero 2050 or
Delayed Transition
scenarios, in the
medium to long
term.
Market
All
Data
centres
Expenditure
Low: not
expected to
have a material
impact on the
business
Our resilience to climate-related risks
Following a detailed assessment of the Group’s climate-related risks and opportunities, including analysis of the three scenarios outlined on page 60 the Board has concluded that the Group’s overall
exposure to climate-related risks remains low. This reflects the nature of our operations as a low-emission, technology-driven business whose purpose supports the circular economy. Ongoing
monitoring and periodic reassessment will ensure that any changes in the scale or nature of identified and emerging risks are promptly addressed.
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Annual Report 2025
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Continued
Highest ranked climate-related opportunities to the Group
The top three potential opportunities are outlined and discussed below; the remaining opportunities are documented internally.
Opportunity type
Impact
Response
Timeline
Opportunity
sub-category
Geographic
location
Business
operation
Financial
impact
category
Financial
impact
Transition
Higher demand for
secondary goods
due to increased
public awareness of
the environmental
implications of buying
new items and the
circular economy,
increasing overall sales
and commission
The Group’s business model enables the
circular economy, facilitating the sale of
secondary goods, keeping materials in
circulation for longer. As a result, in the
future it is likely that there will be
increased public awareness of the
environmental impacts of purchasing
new items and a consumer shift to
secondary items.
The Group is well positioned to benefit from
growing demand for secondary goods,
leveraging its established marketplaces to
promote sustainable consumption and the
circular economy. We continue to invest in
technology, partnerships and customer
engagement initiatives that make it easier
for sellers and buyers to participate in the
re-use of goods, further reinforcing our role
in enabling sustainable commerce.
Most likely to
manifest under
Net Zero 2050 or
Delayed Transition
scenarios, in the
medium to long
term.
Products,
services,
markets
All
All
Revenues
Low: not
expected to
be a material
opportunity for
the business
Transition
Reputational benefits
from ATG’s approach
to reducing carbon
emissions leading to
increasing sales
Demonstrating progress in reducing
carbon emissions enhances ATG’s
reputation as a responsible and
sustainable business partner. As investor,
customer and consumer focus on
environmental performance continues to
grow, a strong sustainability profile can
strengthen brand loyalty, attract new
clients and drive higher sales across our
marketplaces.
The Group continues to communicate
transparently on its sustainability
commitments and progress towards its
SBTi-approved Net Zero targets. By
embedding carbon reduction and ESG
considerations into business
decision-making and external
communications, ATG aims to reinforce its
reputation as a trusted, sustainability-
focused marketplace partner.
Most likely to
manifest under
Net Zero 2050 or
Delayed Transition
scenarios, in the
short to medium
term.
Products,
services,
markets
All
All
Revenues
Low: not
expected to
be a material
opportunity for
the business
Transition
Higher demand for
secondary goods due
to climate-related
economic contraction
increasing sales via
ATG’s platforms
As public disposable income shrinks, and
carbon prices increase, consumers are
less likely to purchase luxury goods and
services. New, full-price goods may see a
fall in demand, but there may be a spike in
the secondary goods market which is
seen as a cheaper alternative during a
period of economic downturn.
The Group continues to invest in its
technology and platform capabilities to
capture growth in the secondary goods
market during economic downturns. Our
diversified portfolio and global reach
position us well to benefit from changing
consumer behaviour toward more
affordable and sustainable options.
Most likely to
manifest under the
Delayed Transition
scenario, in the long
term.
Markets
All
All
Revenue
Low: not
expected to
be a material
opportunity for
the business
Although the opportunities identified are considered to have a low financial impact and are not expected to be material to the Group, they will continue to be monitored as part of the Group’s broader
sustainability strategy. The Sustainability and ESG Committee reviews these opportunities on a bi-annual basis, ensuring they remain aligned with the Group’s long-term objectives and transition plan.
Any notable developments or strategic implications are reported to the Audit Committee as part of the regular sustainability reporting cycle.
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Auction Technology Group plc
Annual Report 2025
1.
WRI GHG Protocol Corporate Standard. Available at https://ghgprotocol.org/corporate-standard
2. SBTi Corporate Net-Zero Standard (v 1.2). Available at https://sciencebasedtargets.org/net-zero
Sustainability Report
|
Continued
TCFD: Metrics and targets
Introduction
FY25 marks our fifth year of calculating and
reporting our Scope 1, 2 and 3 greenhouse gas
(“GHG”) emissions across our operations in
accordance with the World Resources Institute
GHG Protocol, a Corporate Accounting and
Reporting Standard, Revised Edition
1
(“the GHG
Protocol”). Through this time, we have sought
to incrementally increase the accuracy and
completeness of our primary data and emission
calculations, whilst maintaining consistency in our
overall approach to allow for data comparison.
In FY25, we evolved our calculation approach in
line with best practice to build on the accuracy
and completeness of our GHG Inventory, which,
for full transparency is described under
Methodology on page 65 and should be
referred to when comparing FY25 results.
These improvements build on our
understanding of our climate impact.
As a Group, we are committed to achieving Net
Zero across our operations and value chain and
have set a near-term science-based target
(“SBT”) to reduce our Scope 1 and Scope 2 GHG
emissions by 42% by FY31. In addition, we have
committed to becoming Net Zero across all
scopes by FY41 in line with the SBTi Corporate
Net-Zero Standard
2
. Both targets are absolute
reductions from an FY22 base year and are
in line with the global effort to limit global
warming to 1.5°C above pre-industrial levels.
Our targets are validated by the Science Based
Target initiative (“SBTi”).
Our FY25 focus
Our focus for FY25 has been to consolidate and
standardise our data collation and emission
calculations across Group companies.
As in previous years, the Group accepts that our
overall emissions have and may continue to rise
as a growing and acquisitive company.
We recognise the need to review and revalidate
our SBTs due to improvements in our
methodologies this year and the expansion of
our operations. We are committed to ensuring
our targets remain relevant to our operations
and aligned with the latest climate science, and
will review and revalidate our targets in FY26.
When calculating our GHG emissions, we have
accounted for all relevant emissions associated
with our operations, as required by the
Companies Act 2006 and the Companies
(Directors’ Report, Regulations 2013) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018, with the exception of
emissions from the acquisition of Chairish. For
more detail on Chairish GHG emissions and our
plans to fully incorporate their operations into
our FY26 inventory, see Methodology, on page
65. Our GHG emissions can be found in Total
Greenhouse Gas emissions (page 65), and in our
Streamlined Energy Carbon Reporting (“SECR”)
table on page 66.
We continue to build on our transition plan to
adapt and contribute to the shift to a
low-carbon economy. We have identified our key
Scope 1 and 2 reduction strategies and progress
against our near-term Scope 1 and 2 reduction
target has been monitored through an increased
frequency of GHG emissions analysis. Reduction
strategies to address Scope 3 are an ongoing
focus for the Group. Reduction strategies have
been set out on page 71 along with the progress
we are making against each one of these
strategies and targets. Progress against our
Scope 1 and 2 reduction target was again
included in remuneration policies for FY25,
details of which can be found on page 128.
To ensure transparency, the presentation of our
GHG emissions and other climate-related
metrics (as shown in Our FY25 carbon impact,
page 65) are guided by the principles of the UK’s
Competition and Markets Authority (“CMA”)
Green Claims Code.
TCFD: Risk management
Risk management overview
The Board retains overall responsibility for
determining the principal and emerging risks
facing the Group and for ensuring that an
appropriate risk management framework is in
place to identify, assess and manage significant
strategic, operational, financial, compliance and
reputational risks. The Board reviews and
approves the Group’s strategic risk register
annually and considers risks that are new,
developing or becoming more prominent
through regular operational risk assessments
and horizon-scanning activities.
Day-to-day responsibility for managing risks
is delegated to the Senior Management Team,
while the Audit Committee oversees the
effectiveness of the Group’s risk management
and internal control framework.
The Group’s risk management framework is
based on the principles of the “Three Lines
of Defence” model and sets out a structured
process for identifying, assessing, mitigating
and monitoring risks across the business.
Further details of our risk management
approach are provided on page 34.
Integrating climate-related risks
The Board has undertaken a robust assessment
of the principal risks facing the Group, including
those that could threaten our business model,
performance, solvency or liquidity. While
climate change is not currently identified
as a standalone principal risk, the changing
climate has the potential to interact with,
and amplify, several of our existing risks
across the value chain.
The Group’s Head of Risk and Internal Audit,
as a member of the Sustainability and ESG
Committee, supports the integration of
climate-related considerations into the Group’s
broader risk framework and ensures that the
links between climate issues and principal risks
are well understood.
For example, as a predominantly online
business, we are reliant on third-party data
centre providers. Climate-driven weather
events could affect these providers, posing
a risk to the stability and continuity of our
auction platforms – one of our principal risks.
Climate change may also influence competitive
dynamics within the secondary goods market,
intensifying our existing competition risk. In
addition, wider climate-related economic and
geopolitical pressures could contribute to
higher operating costs, interacting with our
principal risk of macroeconomic uncertainty.
We continue to monitor these
interdependencies closely and will further
enhance the integration of climate-related risk
assessment into our broader risk management
processes in the year ahead.
Integrating climate-related
opportunities
Climate-related opportunities are considered as
part of our ongoing business development and
strategic planning activities. As awareness of the
environmental impact of consumption continues
to increase, we expect growing demand for
second-hand and pre-owned goods.
Our marketplaces are well positioned to benefit
from this shift by enabling the resale and reuse
of items across multiple categories, supporting
a more sustainable circular economy. We
continue to invest in our platforms to ensure
they have the scalability and functionality
needed to meet this growing demand over time.
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Continued
Methodology
Greenhouse gas emissions
We were supported in calculating our
GHG emissions by an external energy and
sustainability consultancy.
An operational control approach has been
taken, meaning that the inventory covers
emissions from all operations under the
Group’s operational control across the UK,
North America, and Germany, with the
exception of Chairish emissions. Chairish was
under the Group’s operational control for
a short period of FY25 and GHG emissions
during this period are considered de minimis.
As a priority in FY26, we will fully incorporate
Chairish emissions into our GHG Inventory.
We continue to calculate emissions from all
relevant Scope 3 categories, now covering 11
of the GHG Protocol’s 15 categories, including
the use of our sold products and remote
working emissions, ensuring we account for
all emissions that result from the Group’s
operations and services, and value chain.
A Scope 3 screening process is conducted
annually to ensure all relevant emissions are
captured. The remaining Scope 3 categories,
including emissions from franchises, processing
of sold products, and investments, remain
not applicable to the Group as none of our
activities fall within these categories.
We use primary data wherever possible, and
work with representatives from all sites and
specific business functions (e.g. IT and HR) to
improve data quality and consistency. These
representatives make up the ESG Working
Committee (see page 58). Specifically, we have
consolidated our approach to capturing spend
data for emissions associated with our procured
goods and services, significantly increasing
the completeness of our data in FY25.
We continue to move to activity data
and supplier-specific emission factors where
possible, now focusing on key suppliers across
our top spend categories. Of our purchased
goods and services emissions 11% are
calculated using activity data directly from
suppliers, whilst 8% of these emissions are
calculated using supplier-specific spend-based
emission factors from publicly available data,
following the approach outlined in the
GHG Protocol.
Additional changes, in line with best practice,
include the recategorisation of emissions
associated with the transportation and
distribution of the Antiques Trade Gazette
to an “upstream” emissions source,
recognising the control that we have over
these emissions. As a result we no longer
report any emissions in Scope 3-9
Downstream Transportation and Distribution.
Following the expansion of atgShip,
emissions associated with the transportation
and distribution of items purchased on our
marketplaces are also included for the first
time. Our approach to understanding the
carbon impact associated with the use of our
sold products has also evolved in FY25, with
primary data reflecting actual usage of our
digital platforms.
We apply a “data hierarchy”, with primary
data being the highest preference and generic,
intensity-based factors the least preferable.
The ESG Working Committee members work
to improve data, moving up the hierarchy each
year and standardising the approach across
business units. Emission factors have been
chosen based on the location of the emissions;
where country-specific emission factors are
not available, UK Government emission factors
have been applied.
Our FY25 carbon impact
Total greenhouse gas emissions
GHG emissions (tCO
2
e)
3
FY25
FY24
FY23
% Change (in
last fiscal year)
% Change (from
FY22 base year)
Scope 1
8.8
12.5
23.4
(30)%
(73)%
Scope 2 – location-based
131.9
189.5
289.2
(30)%
(66)%
Scope 2 – market-based
127.7
114.6
194.3
(11)%
Total (Scopes 1 & 2)
140.7
202.0
312.6
(30)%
(67)%
Scope 3
5,349.0
3,192.7
3,016.8
68%
119%
Total (Scopes 1, 2 & 3)
5,489.7
3,394.7
3,329.4
62%
91%
GHG emission intensity – Scopes 1, 2 & 3
Turnover ($)
181.8
174.2
165.9
4%
20%
Full time equivalents (“FTEs”)
391.1
377.4
396
4%
16%
Carbon intensity (emissions per $ million turnover)
30.3
19.5
20.1
55%
60%
Carbon intensity (emissions per average FTEs)
14.0
9.0
8.4
56%
65%
Percentage of operations included
4
>95%
>95%
>95%
3. GHG emissions reported in metric tonnes CO
2
e equivalent (tCO
2
e). Data is for the ATG financial year, a 12-month period from 1 October.
4. This is an estimated value.
Emissions are reported in line with the Group’s
financial year.
Following the GHG Protocol guidance, we are
dual reporting location-based emissions from
purchased electricity. We report market-based
purchased electricity emissions, accounting
for zero emissions only where we have
certificates to prove the origin of the electricity,
for example, in our London headquarters,
and apply residual mix factors where we
do not. Any certificate used must fulfil the
requirements of the GHG Protocol’s quality
criteria. To ensure we fully account for the
emissions from the electricity we consume,
and to incentivise reductions in electricity
demand, we use location-based purchased
electricity emissions in our reduction targets
and Net Zero commitment.
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Continued
Streamlined Energy and Carbon Reporting (“SECR”)
SECR overview
Descriptive
information
Methodology
used
The methodology used to calculate our greenhouse gas emissions, our “GHG
inventory”, is based on the World Resources Institute GHG Protocol, A Corporate
Accounting and Reporting Standard, Revised Edition (“the GHG Protocol”) and
follows the GHG Protocol’s guiding principles of relevance, completeness,
consistency, transparency and accuracy. We were supported to do this by energy
and sustainability consultants.
An operational control approach has been taken, meaning that the inventory
covers emissions from all operations that are under the Group’s operational
control (with the exception of Chairish), including operations in the UK, Germany
and North America. Emission factors have been chosen based on the location of
the emissions. However, where emission factors are not available, UK Government
emission factors have been applied. Emissions are reported in line with the
Group’s financial year.
Emission
factors used
UK Government emission factors have been applied from “UK Government
conversion factors for GHG reporting”, International Energy Agency (“IEA”), as well
as “European Residual Mixes Association of Issuing Bodies” and North America
location-based emission factors for MROW, NYCP, and NWPP electricity and waste.
Intensity
ratio
The intensity ratio used displays total gross emissions (tCO
2
e) within Scope 1 and
2 per $million turnover.
Measures
undertaken
to improve
energy
efficiency
We have established an ESG Working Committee with representatives from
across our locations to focus on improving the energy efficiency of our buildings,
including improving monitoring, reducing heating temperatures, increasing
cooling temperatures, installing LED lighting throughout our offices and ensuring
all electronic appliances are switched off when our offices are closed or the
appliances are not needed.
Additional
voluntary
reporting
activities
As well as quantifying our direct emissions (Scope 1 and 2), as required by the
Companies Act 2006 and the Companies (Directors’ Report, Regulations 2013) and
Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, ATG is
committed to going beyond our statutory duty and comprehensively calculating
and reporting indirect (Scope 3) emissions. As these emissions would not occur if
we were not in existence, we consider it important for us to voluntarily report these
emissions, providing our customers, clients and stakeholders with full transparency.
SECR data
Category
Scope
Current reporting year
FY25
Previous reporting year
FY24
UK and
offshore
Global
(excluding
UK and
offshore)
UK and
offshore
Global
(excluding
UK and
offshore)
Emissions from activities which the Company
owns or controls including the combustion of
fuel and operation of facilities (tCO
2
e)
1
5.1
3.7
7.2
5.3
Emissions from purchase of electricity,
heat, steam and cooling purchased for own
use (location-based, tCO
2
e)
2
17.9
114.0
16.2
173.3
Total gross Scope 1 and Scope 2 emissions
(tCO
2
e)
1 & 2
23.0
117.7
23.5
178.6
Energy consumption used to calculate the
above emissions (kWh)
1 & 2
102,464.2 425,966.6
99,841.4
678,977.2
Total gross Scope 1 and Scope 2 emissions
UK and global (tCO
2
e)
1 & 2
140.7
202.0
Intensity ratio UK and global: emissions
(tCO
2
e) per $million turnover
1 & 2
0.8
1.2
SECR change log
Change in consumption, emissions, and intensity ratio between the previous and reporting year
Category
Percentage change
Consumption (kWh)
(32)%
Emissions (tCO
2
e)
(30)%
Intensity ratio (emissions tCO
2
e / million $ budget)
(33)%
Description of changes in
consumption, emissions, and
intensity ratio between the
previous and reporting year.
Absolute Scope 1 and 2 emissions have decreased by 30% since
the prior reporting year and our carbon intensity for Scope 1 and
2, i.e. a measure of our carbon emissions as a proportion of our
overall activity, has decreased by 33%. Our absolute Scope 1
emissions have declined by 30% since the prior reporting year and,
likewise, our absolute Scope 2 emissions have decreased by 30%.
We continue to measure and improve upon our understanding
of our Scope 3 emissions. In total, our absolute Scope 1, 2, and 3
emissions have increased by 62% since the prior reporting period.
In FY25, we have consolidated our approach to capturing spend
data for emissions associated with our procured goods and
services, significantly increasing the completeness of our data.
External assurance statement
We confirm that this SECR report has been reviewed by external
auditors as part of their full financial audit.
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Continued
Scope category
tCO
2
e
% of
overall
footprint
S3-1
Purchased goods and services
2,684.8
49%
S3-2 Capital goods
3.0
<1%
S3-3
Fuel- and energy-related
activities not included in S1 or S2
23.9
<1%
S3-4
Upstream transportation and
distribution
1,451.3
26%
S3-5
Waste generated in operations
13.7
<1%
S3-6 Business travel
504.0
9%
S3-7
Employee commuting (&
remote working)
462.1
8%
S3-8 Upstream leased assets
3.9
<1%
S3-11 Use of sold products
201.8
4%
S3-12
End of life treatment of
sold products
<1
<1%
Total
5,349.0
97%
Scope category
tCO
2
e
%
Scope 1
8.8
<1%
Scope 2
131.9
2%
Scope 3
5,349.0
97%
Total
5,489.7
100%
Our Scope 1 and 2 emissions
We are pleased with the progress made this
year in reducing our Scope 1 and 2 emissions.
Continued focus on energy efficiency, improved
facilities management and the optimisation of
our office footprint have all contributed to
meaningful reductions.
In FY25, 2.6% of emissions (140.7 tCO
2
e) fell into
Scopes 1 and 2, direct emissions associated
with our operations and indirect emissions
from the purchase of electricity and heat.
Purchased electricity (82.7 tCO
2
e) was the
largest contributor to Scope 1 and 2 emissions
(59%), followed by purchased heat (35% and
49.2 tCO
2
e). Stationary combustion, mobile
combustion and fugitive emissions account
for the remaining 6% (8.8 tCO
2
e).
Looking forward to FY26
Following the acquisition of Chairish in August
2025, we have incorporated the business within
our Group emissions boundary for FY25.
Chairish represents a highly strategic addition
to the Group, expanding our reach in the Arts &
Antiques market and strengthening our position
in the resale of unique secondary items. Given
the timing of the acquisition and the fact that
Chairish has a significant shipping component
to its operations, we expect this to materially
increase our Scope 3 emissions once fully
assessed. We have therefore not included
Chairish emissions in our FY25 calculations.
During FY26, we will undertake detailed work
to calculate Chairish’s full emissions profile and
develop a strategy to reduce its footprint in line
with Group objectives.
Additionally, as part of this process we also
plan to rebaseline our near-term and Net Zero
targets, in accordance with the SBTi
requirement to review targets at least every
five years. This rebaseline will also reflect
changes in methodology, the inclusion of new
entities, and refinements to prior-year data.
Our Scope 3 value chain emissions
Scope 3 emissions increased again in FY25,
which is disappointing, but reflects both
business growth and improved data quality.
The continued expansion of atgShip remains a
key driver of higher shipping-related emissions,
and refinements to our methodology this year
identified previously unreported spend,
resulting in more accurate but higher figures.
We plan to re-baseline our Scope 3 emissions
next year in line with SBTi guidance. Despite
the rise, we are deepening our understanding of
the key drivers of our indirect emissions and
progressing initiatives to decouple future
growth from emissions as we continue working
towards Net Zero by 2040.
97% of our Group’s emissions fall into Scope 3,
our corporate value chain emissions. Scope 3
emissions, which are under a reporting
organisation’s influence but not control, typically
make up the largest proportion of a company’s
carbon emissions, particularly when Scope 3
emissions are comprehensively covered.
A breakdown of our Scope 3 emissions is
shown opposite.
This year, the Group’s largest Scope 3 emission
source continues to be from purchased goods
and services (2,684.8 tCO
2
e), accounting for
50% of Scope 3 emissions. These emissions are
from the hosting of our online platforms in
data centres operated by others, IT spend and
all other spend, including professional services.
Other significant Scope 3 categories include
upstream transportation and distribution
(1,451.3 tCO
2
e and 27% of total Scope 3), which
includes atgShip emissions; business travel
(504.0 tCO
2
e and 9% of total Scope 3) and
employee commuting and remote working
(462.1 tCO
2
e and 8% of total Scope 3).
Emissions associated with the use of our
products now make up only 4% (201.8 tCO
2
e)
of our total Scope 3, due to improved accuracy
of data.
Our understanding of our Scope 3 emissions
has improved significantly in FY25 due to
consolidation of data and efforts to
improve accuracy.
Emissions by
Scope category
Scope 3
breakdown
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Continued
Additional climate-related metrics
We collect additional climate-related metrics
as part of our GHG accounting processes.
The Sustainability and ESG Committee is
responsible for the governance of these
metrics and ESG Working Group members
collate data across our geographies in line with
the operational control approach and Scope
boundaries of our GHG emissions.
Water usage is minimal due to ATG’s operations.
Water withdrawal refers to all water drawn into
the boundaries of the organisation from all
sources. We follow the CDP’s definition of
water withdrawal which is adapted from the
GRI Standards Glossary 2016
5
.
We are committed to preventing waste within
our operations alongside preventing wasted
raw materials through our services. We
encourage the recycling of office waste and
ensure that IT equipment, at end of life, is
recycled or repurposed to minimise waste
going to landfill. ATG recognises the
consequences of long-term damage to
biodiversity, and we aim to reduce the impact
of ATG’s operations on the local environment.
Waste is reported in total tonnes generated
and classified as recycled or non-recycled.
As with our GHG reporting, a data hierarchy is
applied, and we are working across the Group to
improve data quality annually, as well as aligning
with internationally recognised reporting
standards and frameworks as required.
Additional climate-related metrics
Energy
Energy consumption (kWh)
FY25
FY24
% Change (in last
fiscal year)
Non-renewable
474,608
729,552
(35)%
Non-renewable by fuel type:
Stationary combustion (gas)
10,303
9,939
4%
Purchased electricity (fossil fuel)
158,349
225,862
(30)%
Purchased heat (gas)
302,858
476,643
(36)%
Mobile combustion (diesel)
3,098
17,108
(82)%
Renewable
53,823
43,267
24%
Renewable by fuel type
Purchase electricity (REGO-backed)
53,823
43,267
24%
Total
528,431
772,819
(32)%
Percentage of operations included
>95%
>95%
5.
GRI Standards Glossary, 2016. Available at https://reportadviser.com/wp-content/uploads/2021/05/GRI-standards
glossary-2016.pdf.
Waste
Waste generation (tonnes)
FY25
FY24
% Change (in last
fiscal year)
Total recycled
7.1
4.8
48%
Total non-recycled
22.8
27.4
(17)%
Total
29.9
32.2
(7)%
Percentage of operations included
>95%
>95%
Water
Water withdrawal
6
(tonnes)
FY25
FY24
% Change (in last
fiscal year)
Water withdrawal
1,470.8
1,763.4
(17)%
Water withdrawal intensity
(withdrawal per £ million turnover)
8.1
10.1
(20)%
Percentage of operations included
>95%
>95%
6.
Water withdrawal refers to all water drawn into the boundaries of the organisation from all sources. We follow the CDP’s
definition of water withdrawal which is adapted from GRI Standards Glossary 2016.
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Continued
Transition plan
We are delivering our climate ambition through actions that reduce our operational footprint and maximise our positive impact through the circular economy. Our strategy focuses on enabling reuse,
reducing travel, and supporting sustainable consumption through our marketplaces. We aim to achieve Net Zero by 2040 (Scopes 1–3) and to help accelerate the transition to a more sustainable
global economy.
Our vision
To transform how people connect with unique finds
Our climate ambition
To achieve Net Zero by 2040 and accelerate the circular economy
by enabling sustainable commerce through our online marketplaces
Geing auctions online
Key actions:
Support sellers in digitising auctions to reduce the need for in-person
attendance and printed materials.
Expand live and timed online bidding solutions to minimise travel-related
emissions for buyers and sellers.
Provide tools and training to help sellers transition to hybrid and online
models.
Enhance the resilience and scalability of our technology to enable more
auctions to take place sustainably online.
Facilitating the circular economy
Key actions:
Enable the resale and reuse of second-hand goods across our
marketplaces, extending product lifecycles and reducing waste.
Encourage sellers to adopt sustainable listing practices and highlight the
environmental benefits of resale.
Partner with industry bodies and sustainability initiatives to promote
circular economy principles.
Track and communicate the environmental impact of resale activity,
including estimated emissions avoided.
Enabled by
Governance
Risk and opportunity management
Reporting and disclosure
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Continued
Dependencies and assumptions
As part of our business planning and climate strategy process, we assess the key external dependencies and assumptions that underpin our ambitions and the timeframes over which we expect
them to materialise. Our dependencies – including technology adoption, market trends, and supplier engagement – are closely interconnected and are considered when developing mitigating
management actions. We monitor and manage our exposure to these dependencies, as well as our broader climate-related risks and opportunities, through our established risk management
and governance frameworks.
Our key Scope categories
GHG Scope
Category
Data availability
% all Scope 1–3 emissions
in FY25
Materiality
of emissions
1
ATG’s level
of influence
Explanation
Scope 2
1 – Purchased heat
High
1%
Low
Medium
Some control over emissions in the medium term by
engaging with landlords and seeking alternative offices with
lower emissions.
Scope 2
2 – Purchased electricity
High
1%
Low
Medium
Dependency on grid decarbonisation in UK and US. Forecasts
indicate that the US grid will reduce emissions by 84% and the
UK grid will reduce emissions by up to 64% by 2040
2
.
Scope 3
1 – Purchased goods & services
Medium
49%
High
Low/Medium
Key suppliers (including AWS and Azure) have made strong
commitments to renewable energy and decarbonisation, helping
to reduce the carbon intensity of our digital infrastructure. We
seek to work with suppliers who demonstrate credible plans to
lower their emissions, while recognising that ATG remains reliant
on a long tail of smaller suppliers whose reductions will largely
come through grid decarbonisation over time.
Scope 3
6 – Business travel
Medium
9%
Medium
Low
ATG Travel Policy restricts the use of Business Class in most
cases and overseas travel is only approved when critical to
the business.
Scope 3
7 – Employee commuting
& remote working
Medium
8%
Medium
Medium
Through the ESG Working Group, environmentally friendly
commuting habits are encouraged. Remote working emissions
rely on grid decarbonisation.
Scope 3
11 – Use of sold products
Medium
4%
Medium
Low
Dependency on grid decarbonisation in UK and US. Forecasts
indicate that the US grid will reduce emissions by 84% and the
UK grid will reduce emissions by 66% by 2040
2
.
1.
Definitions of materiality expressed as % of total emissions: low <5%, medium 5%-20%, high >20%.
2. UK: Department for Energy Security and Net Zero, 2024, Energy and emissions. Projections: 2023 to 2050. US: World Economic Outlook, 2024.
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Continued
Our progress
We have signed up to the Science Based Targets initiative (“SBTi”) Business Ambition for 1.5°C. By doing so, we are commied to achieving Net Zero before 2040 and to reducing emissions
in line with the Paris Agreement goals.
Throughout the year we have been monitoring our progress against our environmental targets. Below we have provided an update on our SBTi-approved near- and long-term targets.
Our progress
Metric
Emission type
Target year
Base year
Current year
Target year
Status
Reduction of absolute
Scope 1 and 2 emissions
by 42% by 2030 (FY31)
from a FY22 base year.
Scope 1
Scope 2
2030
424
tCO
2
e
141
tCO
2
e
246
tCO
2
e
On track
The Group has continued to make strong progress in reducing Scope 1 and 2 emissions, remaining well ahead of its
SBTi-approved near-term target for 2030.
Ongoing efficiency initiatives across our offices have helped drive this reduction, including optimised summer cooling and
winter heating, LED lighting upgrades, replacement of legacy IT equipment with more energy-efficient models, and tighter
controls to ensure HVAC systems and appliances are powered down when not in use.
Net Zero – Reduction of
Scope 1-3 emissions by at
least 90% by 2040 (FY41)
from a FY22 base year.
Scope 1
Scope 2
Scope 3
2040
2,869
tCO
2
e
5,490
tCO
2
e
287
tCO
2
e
More work needed
Scope 3 emissions have increased during FY25, reflecting both business growth and improvements in data coverage and
accuracy. While this means we remain some way off our 2040 Net Zero target, we continue to make progress in
understanding and managing the key drivers of our indirect emissions.
A key factor in this year’s increase was the continued expansion of atgShip, which has resulted in higher shipping-related
emissions as usage grows. The recent acquisition of Chairish, which has a similar shipping component, will also be
incorporated into future emissions management plans.
During the year, we made significant improvements to data quality and refined our measurement approach in line with best
practice, leading to more accurate and comprehensive reporting. This also identified some previously unreported spend,
contributing to higher figures this year but providing a stronger foundation for future measurement.
We plan to re-baseline our Scope 3 emissions next year, in line with SBTi guidance and to reflect changes in business
composition, improved data sources, and methodology updates.
Our long-term strategy remains focused on decoupling business growth from emissions growth, with targeted initiatives
underway to address our largest Scope 3 sources and ensure we remain on track for Net Zero by 2040.
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People
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Continued
At ATG, we believe that our people are the foundation
of our success. We are committed to fostering a culture
where everyone feels a strong sense of belonging, is
empowered to thrive, and has the opportunity to grow
personally and professionally. Our ability to attract,
develop, and retain talented individuals is critical to
delivering on our strategy and creating long-term
value for all stakeholders.
How we work
Our culture is defined by shared behaviours that guide how we work with each other, our
customers, and our partners. These five principles are:
Customer-first:
Build what matters.
We create value by
keeping our customers
at the core.
Commitment:
Own it. Deliver it.
We take responsibility
and follow through
with focus.
Capability:
Grow yourself.
Grow others.
We invest in learning
and help each other
level up.
Collaboration:
Win as one.
We focus on what
drives outcomes.
Share, listen, solve,
and create – together.
Curiosity:
Ask why.
Imagine better.
We challenge
assumptions and explore
new ways forward.
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Continued
Engagement
We are committed to ensuring ATG remains
a great place to work, where employees feel
informed, valued, and empowered to contribute
to our success. Regular, meaningful engagement
with our workforce is a cornerstone of our
culture. We use a range of communication
channels to listen to employee feedback
and foster two-way dialogue.
We conduct annual employee engagement
surveys to understand sentiment across the
organisation. Our December 2024 (FY25) survey
saw an 89% participation rate and positive
feedback on people, team and work-life
balance, and we saw an improvement in our
engagement score which was 69% (FY24: 67%).
Following the recent acquisition, Chairish and
Pamono employees participated in a pulse
survey, achieving an 88% participation rate.
They will be included in the annual engagement
survey at the end of 2025 to continue tracking
sentiment and feedback.
To support a transparent and inclusive culture,
we strengthened internal communications with
the continuation of regular Group-wide “All
Hands” meetings as well as introducing regional
meetings to help keep employees connected,
provide a platform to celebrate success and
recognise outstanding individual and team
contributions. We also launched our quarterly
employee newsletter, atgInsider, to further
improve employee communications.
As designated Non-Executive Director for
workforce engagement, Tamsin Todd met with
groups of employees during the year to discuss
employee views. Feedback was discussed by
the Board, and recommendations were
incorporated into workforce development and
engagement initiatives, as detailed on page 91
of this report.
Wellbeing, health, and reward
We recognise that the wellbeing of our
employees underpins their performance and
our collective success. ATG is committed to
promoting a healthy, inclusive, and supportive
working environment for all our people.
We offer a globally consistent suite of
healthcare and wellbeing benefits, including
access to mental health resources and support
programmes such as virtual counselling
sessions with trained therapists.
The health and safety of all ATG employees
and visitors remains a priority. We maintain
a comprehensive Health & Safety Policy and
provide appropriate insurance coverage for all
eligible employees. We are pleased to report that
during FY25 there were no fatalities or serious
injuries, and no disruption to operations due to
work-related incidents or occupational illness.
At ATG, our approach to pay is guided by
fairness, transparency, and alignment with
performance. We aim to offer competitive and
equitable compensation that reflects the skills
and contributions of our people, supports talent
retention, and enables internal progression.
We are committed to ensuring that pay
practices are free from bias and regularly
reviewed against leading market benchmarks.
Our Total Rewards framework includes fixed
pay and performance-related incentives, while
participation in our equity programme is offered
to all eligible employees to align employee
interests with the long-term success of the
Group. We also offer Share Incentive Plans and
Employee Share Purchase Plans where ATG
matches shares purchased by employees, or
where employees acquire shares at a discount
respectively. As at the year end, 26% of eligible
employees were participating in one of these
schemes (FY24: 34%).
We monitor pay equity metrics to support
inclusive growth and uphold our values of
fairness and integrity across the organisation.
Number of employees by region
FY25
FY24
FY23
Europe
131
115
116
North America
290
239
275
Mexico
48
32
Total
469
386
391
Diversity, Equity and Inclusion (“DE&I”)
At ATG, we believe that diversity of background,
experience and perspective makes us stronger.
We are committed to creating an inclusive
culture where everyone feels respected, valued
and able to contribute fully. Our approach to
DE&I supports a working environment free
from unlawful or unfair discrimination of
any kind.
We are guided by our Board Diversity Policy
and our Group-wide Diversity & Inclusion and
Equal Opportunities Policy, which prohibit
discrimination based on gender, ethnicity, age,
disability, religion, sexual orientation, gender
identity, pregnancy or maternity, marital or
civil partnership status, nationality, social
background or political belief. These policies
are available on our website at
www.auctiontechnologygroup.com.
In FY25, we ran two DE&I awareness sessions
as well as expanding our Active Bystander
Training, making it available to all employees
through ATG Academy.
Our recruitment practices are designed to
ensure fairness, consistency, and equal
opportunity. We hire based on merit and the
skills required for each role. In FY25, 37% of
new hires were women, and we continue to
partner with specialist recruitment agencies
to diversify our talent pipeline.
We are committed to supporting employees
with disabilities or neurodiverse conditions.
This includes making reasonable adjustments
to working arrangements or equipment as
required. All candidates are given full and
fair consideration during recruitment, and
we are committed to enabling every employee
to thrive.
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Continued
Gender diversity
The Group is diverse in terms of gender mix,
with women comprising 45% of the total
workforce (FY24: 41%).
The Group’s employee base is diverse at the
management level, with 12 females on our
Senior Leadership Team as defined by the
Women Leaders Review (FY24: six), and two
female leaders in a senior position on the Board
(FY24: one). As of 30 September 2025, the Board
comprised three males and five females. ATG
also meets the FCA Listing Rules requirement
for one senior board position to be held by
a woman, with Sarah Highfield as CFO and
Suzanne Baxter as Senior Independent Director,
with 62% of women on the Board as of
30 September 2025.
Targets:
Gender diversity statistics (as at 30 September 2025)
Male
Female
Other/Prefer not to say
Total
No.
%
No.
%
No.
%
%
Board
2025
2024
2023
3
4
5
38
57
63
5
3
3
62
43
37
100
100
100
Number of senior positions on the
Board (CEO, CFO, SID and Chair)
2025
2024
2023
2
3
4
50
75
100
2
1
0
50
25
0
100
100
100
Senior Management
1
2025
2024
2023
4
6
7
50
86
88
4
1
1
50
14
12
100
100
100
Senior Leadership Team
2025
2024
2023
10
11
12
45
65
71
12
6
5
55
35
29
100
100
100
New recruits
2025
2024
2023
66
56
54
63
67
63
39
27
32
37
33
37
100
100
100
Total Company
2
2025
2024
260
230
55
60
209
156
45
40
100
100
1.
This figure now includes the Company Secretary.
2.
Our total employee figures include Chairish and Pamono employees.
Targets:
Ethnic diversity statistics (as at 30 September 2025)
White British or other White
(including minority-white groups)
Mixed/Multiple/
Other Ethnic Groups
Black/African/
Caribbean/Black British
Asian/
Asian British
Not specified
No.
%
No.
%
No.
%
No.
%
No.
%
Board
2025
2024
2023
6
6
7
75
86
88
1
1
1
13
14
12
1
13
Number of senior positions on the
Board (CEO, CFO, SID and Chair)
2025
2024
2023
3
3
3
75
75
75
1
1
1
25
25
25
Senior Management
1
2025
2024
2023
5
4
5
63
57
63
2
1
1
25
14
13
1
2
2
13
29
25
Senior Leadership Team
2025
2024
2023
16
8
10
73
47
59
3
1
2
14
6
12
3
3
4
14
18
24
5
1
29
6
New recruits
2025
2024
2023
28
12
37
27
14
45
14
33
6
13
40
7
2
3
3
2
4
5
3
1
11
3
1
13
58
34
25
55
41
30
Total Company
2
2025
2024
194
159
41
41
60
53
13
14
9
14
2
4
32
30
7
8
174
130
37
33
1.
This figure now includes the Company Secretary.
2.
Our total employee figures include Chairish and Pamono employees.
Ethnic diversity
ATG’s employees are diverse in terms of
ethnicity, with 22% identifying as non-white
(FY24: 25%). We are committed to strengthening
ethnic diversity at all levels of the organisation,
supported by inclusive recruitment practices
and thoughtful succession planning. 38% of our
senior management (FY24: 43%) and 27% of our
Senior Leadership Team (FY24: 24%) identified
as being from ethnically diverse backgrounds.
We also satisfied the recommendation of the
Parker Review that at least one Director should
be from an ethnically diverse background,
with both John-Paul Savant and Sejal Amin
representing ethnically diverse backgrounds.
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Financial Statements
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Auction Technology Group plc
Annual Report 2025
Sustainability Report
|
Continued
Investing in and supporting our talent
We want everyone at ATG to have the
opportunity to learn, grow, and succeed. All
employees have access to training and learning
resources available to progress their role
and career development. Our ATG Academy
serves as a central learning platform, offering
a wide range of courses delivered by internal
and external experts. In FY25, we offered 54
Academy courses, providing over 63 hours of
training per employee across topics including
leadership, product, and personal development.
In FY25, 12 additional courses were added to
the platform, including training on AI and the
Power of Mindsets. New features were also
added to ensure the platform is accessible
and easy to navigate. All employees are also
required to undertake mandatory training
annually to ensure they understand their legal
and regulatory duties in relation to insider
trading, cyber security, and data security.
Our onboarding experience includes a
day-one meeting with HR, a 30-day check-in,
and a formal orientation within the first three
months. New joiners also have the opportunity
to meet ATG’s Executive team during the
orientation programme.
Formal performance reviews are conducted
at least twice a year for all employees,
encouraging open conversations about
progress, feedback, and future growth. In FY25,
100% of eligible employees received an annual
performance evaluation. Internal mobility and
career progression are key markers of our
success. We recorded 10% of employees having
a significant role change, role expansion, or
promotion in the 2024 calendar year.
ATG supports apprenticeship schemes to offer
young people, or those without the opportunity
to study further education, a placement at ATG.
These provide qualifications, training, and on the
job corporate experience in entry level roles.
Political donations and expenditure
The Company and its subsidiaries did not make
any political donations or incur any expenditure
during the year.
Community partnerships
Developing the next generation of talent and
broadening access to careers in both the
auction and technology sectors is vital to the
long-term success of our industry. We are
committed to encouraging entrants from all
backgrounds and supporting initiatives that
promote learning and expertise.
ATG also plays an active role in supporting
the wider secondary goods industry through
sponsorship and the sharing of expertise at
key events and conferences. In FY25, this
included our participation in Industrial
Auctioneers Association events in North
America and Portugal.
Charities
In FY25, ATG has partnered with OnHand, a
global volunteering app which gives employees
the opportunity to sign up to “missions” where
they can give back to their local community
or make environmental pledges. This year,
employees from our Lehi office also
participated in the volunteering initiative “Cardz
4 Kids”, making cards for unwell children. We
are also involved in a gifting programme for
local charities.
Employee training
FY25
FY24
Hours of mandatory training completed by employees
648
567
Hours of non-mandatory training completed by employees
850
312
Percentage of employees who are offered training
100
100
Employee turnover
Voluntary employee turnover
(permanent employees only)
Total
FY25
FY24
FY23
FY25
FY24
FY23
Europe
16
10
9
34
17
20
North America
30
47
35
57
73
73
Mexico
4
3
8
4
Total
50
60
44
99
94
93
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Financial Statements
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75
Auction Technology Group plc
Annual Report 2025
Sustainability Report
|
Continued
Marketplace integrity
As a leading online platform, we are committed
to operating a marketplace that is responsible, reliable
and fair, and the trusted destination for online secondary
goods purchases. Our aim is to provide a valuable
platform for buyers and sellers to ensure we deliver
relevant innovation, protect consumer data, and provide
an engaging user experience.
Marketplace governance and buyer
protection
We conduct due diligence on all new sellers
and have controls in place to reduce fraudulent
buyer activity. Buyer security is supported by
a dedicated team.
Cyber security and data protection
We continued to invest in data and cyber
security to protect users and platform integrity.
The Group maintains a comprehensive
governance framework for data protection and
security, and in FY25 the Group established a
new Chief Information Officer position with
oversight of IT, DevOps and security operations.
Working closely alongside our newly appointed
Chief Technology Officer, Head of Security, and
Group Data Protection Officer, our technology
leaders are working towards our commitment
of consolidating our marketplaces and
improving infrastructure, and continued to work
to update and upgrade these platforms in FY25.
ATG looks to continually improve and develop
its systems for protection, and conducts
annual penetration testing on all proprietary
systems as well as monthly reviews of security
recommendations from third-party security
providers. There were no reportable data
breaches in FY25.
Customer engagement
We regularly gather feedback from both sellers
and buyers, including direct engagement by our
CEO and via live chat. This feedback is used to
drive improvements in our offering and ensure
our customers have a positive and trusted
experience, as a buyer or seller.
In FY25, we continued to update and enhance
our platforms and offerings. This included the
continued rollout of services such as atgShip,
enhanced personalisation and recommendation
tools, and reduced frictions in the buying and
selling processes.
Product quality and restricted items
While we are not responsible for item quality,
we prohibit the sale of certain items through
our restricted items policy, such as offensive
items, illegal firearms and weapons, and illegal
wildlife products. This policy is Board-approved,
reviewed annually by our internal audit function,
monitored by our compliance team, and is
publicly available on the relevant marketplaces.
Governance
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Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
Sustainability Report
|
Continued
Responsible business
ATG is committed to operating in a transparent,
responsible, and ethical manner, supported by a strong
governance and compliance framework that underpins
our strategy, builds stakeholder trust, and reduces risk.
1. Board oversight and governance
UK Corporate Governance Code
Compliance
We fully complied with the UK Corporate
Governance Code during FY25, with the
exception of a short period in September
and October before we had appointed two
independent Non-Executive Directors and
when there was a temporary impact on Board
and Committee composition. The steps taken
to address this are detailed on page 82.
We review our governance framework in
response to regulatory developments and
commissioned an external Board effectiveness
review during FY25. For more on our Board,
Committees and governance structures, see
pages 93 to 114.
2. Ethics, conduct and whistleblowing
Business Code of Conduct
Our business Code of Conduct outlines the
behaviours and practices expected of all
employees and partners. This includes a formal
employee Code of Conduct for both employees
and Board members and mandatory annual
training on insider trading, data protection, and
information security. These expectations extend
to suppliers, customers, and service providers.
Anti-bribery and corruption
We take a zero-tolerance approach to bribery
and corruption and enforce robust systems to
prevent unethical behaviour. Our Anti-Bribery
and Corruption Policy is available on our
website at www.auctiontechnologygroup.com.
There were no reported incidents of bribery in
FY25 or the previous two years.
5. Supplier standards and payment
practices
Supplier Principles
We continue to review our Supplier Principles
outlining our expectations regarding
environmental responsibility, health and safety,
and data protection. The Board receives regular
updates on our supply chain, and has oversight
of our systems of control including supplier
onboarding and due diligence processes.
Payments practice
We paid supplier invoices in an average of
24 days during FY25 (FY24: 24 days), in line
with our commitment to responsible
payment practices.
Whistleblowing
ATG is committed to maintaining the
highest standards of honesty, openness and
accountability both within the organisation
and in all its business dealings. ATG promotes
a transparent culture where employees are
encouraged to speak up. We offer a confidential
external whistleblowing service operated by an
independent organisation. New employees are
made aware of the whistleblowing policy when
they are onboarded, while existing employees
were reminded about the policy in the year
through the rollout of the updated ATG
handbook. The Audit Committee receives
regular reports on any issues raised as detailed
on page 98. No whistleblowing reports were
made in FY25 or the prior two years.
3. Human rights and fair employment
Human rights and modern slavery
We are committed to upholding human rights
and have zero tolerance for modern slavery,
human trafficking, and forced or child labour
in our business and our supply chain. ATG
supports the principles set out in the UN
Declaration of Human Rights and is committed
to supporting human rights through our
compliance with national laws and through our
internal policies which adhere to internationally
recognised human rights principles. All
employees are paid above the Real Living Wage
and are protected by policies covering equal
opportunity, flexible working, and inclusion.
We remain compliant with the Modern
Slavery Act 2015 and publish an annual
Modern Slavery Statement, approved by the
Board, which can be found on our website at
www.auctiontechnologygroup.com. We are
committed to ensuring that slavery and human
trafficking are not taking place in any part of
our business or our supply chain. The ATG
People team is responsible for compliance with
our policy. No incidents of modern slavery or
human rights abuse were identified in FY25
or the previous two years.
Grievance procedures
Our grievance policy outlines both informal and
formal reporting mechanisms for addressing
concerns. Employees can access confidential
support via “Tell Jane”, an independent service
offering advice on bullying and harassment.
4. Tax transparency
We are committed to responsible tax
practices in line with our publicly available
Tax Policy which is published on our website
www.auctiontechnologygroup.com. This policy
is reviewed annually and approved by the Board
and Audit Committee.
Tax matters are managed by our Chief Financial
Officer and local financial controllers, supported
by external advisers where required. In FY25,
taxes borne by the Group totalled $20.6m (FY24:
$15.3m) and consist of corporation tax, employers
NICs and US state taxes. Taxes collected by the
Group totalled $31.9m (FY24: $32.5m) and consist
of PAYE deductions, employees’ NICs, net VAT and
US sales tax collected.
The Strategic Report, comprising the
information on pages 2 to 77 inclusive,
was approved by the Board of Directors
on 25 November 2025 and signed on its
behalf by:
John-Paul Savant
Chief Executive Officer
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Financial Statements
Further Information
77
Auction Technology Group plc
Annual Report 2025
Remuneration Committee Report page 112
Directors’ biographies page 93
Nomination Committee Report page 107
Corporate Governance Report page 82
Audit Committee Report page 96
Chair’s Statement page 80
Corporate
Governance
Strategic Report
Corporate Governance
Financial Statements
Further Information
78
Auction Technology Group plc
Annual Report 2025
ATG Board Experience
Director
UK Corporate
Governance/
plc
Corporate
Memory
Digital
Transformation
Digital Market
e-commerce
ESG
Sustainability
Marketing
Customer
Focus
Financial
Accounting
Risk
Management
IT and Cyber
Security
Strategic
Transformation
M&A
Corporate
TRX
HR Talent
Management,
Culture
Investor
Capital
Market
John-Paul Savant
Sarah Highfield
Scott Forbes
Pauline Reader
Suzanne Baxter
Tamsin Todd
Andrew Miller
Sejal Amin
Chair’s Introduction
Board independence
Length of tenure
Board gender diversity
Male
3
38%
Female
5
62%
Independent*
5
71.4%
Non-independent
2
28.6%
0-3 years
3
37.5%
3-6 years
4
50.0%
6-9 years
1
12.5%
* excluding Chair per Code requirements
Board – as at 30 September 2025
Board and Commiee meetings and aendance in FY25
Name
Board
Audit
Commiee
Remuneration
Commiee
Nomination
Commiee
Sustainability and
ESG Commiee
Scott Forbes
6/6
4/4
2/2
John-Paul Savant
6/6
Sarah Highfield
2/2
Sejal Amin
4/4
2/2
1/1
Suzanne Baxter
6/6
4/4
4/4
2/2
2/2
Andrew Miller
5/6
3/3
1/1
Pauline Reader
6/6
2/2
Tamsin Todd
6/6
4/4
4/4
2/2
Tom Hargreaves
2/2
1/1
Morgan Seigler
1/1
(i)
The attendance above reflects the number of scheduled Board and Committee meetings held during FY25. The Board held
seven additional ad-hoc Board meetings and four sub-committee meetings during the reporting period to address urgent
matters, which were attended by all Directors or at least the requisite quorum. This includes matters resolved by unanimous
written resolution. The Remuneration Committee held four additional ad-hoc meetings, the Nomination Committee held two
additional ad-hoc meetings and the Audit Committee held one additional ad-hoc meeting during the reporting period
respectively.
(ii)
Andrew Miller was appointed to the Board on 21 November 2024. He notified the Board upon appointment that he would be
unable to attend one of the scheduled Board meetings. Sejal Amin was appointed to the Board on 3 February 2025 and Sarah
Highfield on 15 May 2025. Both Sejal and Sarah attended all Board meetings that they were eligible to do so.
(iii) Tom Hargreaves resigned from the Board with effect from 28 February 2025.
(iv) Morgan Seigler resigned from the Board with effect from 20 December 2024.
Strategic Report
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Financial Statements
Further Information
79
Auction Technology Group plc
Annual Report 2025
Sco Forbes
Chair
Corporate Governance Report
The Board prioritises effective corporate
governance across the Group and ensures
that it supports our vision, mission and
strategy. Our Corporate Governance Report
provides further detail on how we approach
governance at ATG, and how we have complied
with the principles and provisions of the 2018
UK Corporate Governance Code.
The activities of the Board and Committees
reported on from over the year show how as a
business we operate our governance framework
in practice. As Chair of the Board, I am
confident that our governance arrangements
are robust, support our decision-making, and
ensure that the interests of our stakeholders
remain at the forefront of our minds.
Committee and my resignation from the
Audit Committee, as well as Tamsin Todd’s
appointment as Chair of the Remuneration
Committee, restored compliance.
The Group’s corporate governance framework
and processes provide effective oversight and
the Board keeps under review how it operates
and responds to changes in the business and
external environment. Our framework is
designed to be flexible, which has meant that
we have deployed our existing processes to
plan for meeting the requirements of the UK
Corporate Governance Code 2024, which we
will report on next year.
Ways of working and culture
The Board supports the Company’s ways
of working across the different businesses
within our Group. The Board assesses the
culture of the business through various formal
and informal means, seeking leadership
assurance on any actions to be taken. We
review and discuss the results of the employee
engagement surveys and Tamsin Todd, our
designated Non-Executive Director for
employee engagement, continues to lead
a successful series of meetings with a
cross-section of employees on a regular basis.
We have reported on this in more detail on
page 91.
Board activities during the year
We reported on our priorities as a Board
last year being to continue to support the
delivery of strategy, review capital allocation
including share repurchases and M&A, focus
on succession planning, review the
implementation of the risk management and
internal control framework, and develop our
ESG and sustainability framework. As detailed
throughout this report, progress has been
made on all of these priorities. We have set out
on pages 88 to 90 further information on the
Board activities during the year as well as how
as a Board we made three principal decisions.
Board evolution and composition
We welcomed two new Independent
Non-Executive Directors to the Board during
the year. Andrew Miller joined on 21 November
2024 and Sejal Amin joined on 3 February 2025.
Sarah Highfield was appointed as Chief
Financial Officer and Executive Board member
on 15 May 2025. These appointments have
added significant breadth of relevant
experience to the Board, complement the
existing skills on the Board and ensure we have
continued diversity of expertise and viewpoints.
“The Board prioritises
effective corporate
governance across the
Group and ensures it
supports our vision,
mission and strategy.”
Governance framework
The Board is pleased to report that
throughout FY25 we applied the principles
of the UK Corporate Governance Code 2018
(the “Code”) and have complied with all of
the provisions, save that, as explained on
page 82 and in our Annual Report last year.
During the period of Board changes in between
my appointment as Chair on 9 August 2024 and
Andrew Miller’s appointment as Independent
Non-Executive Director on 21 November 2024,
the membership of the Audit Committee and
Remuneration Committee was temporarily
partially non-compliant with Provision 24 and
Provision 32 of the Code respectively, due to
my lack of independence for the purpose of
the Code. The appointment of Andrew Miller
to the Remuneration Committee and the Audit
Chair’s Introduction
|
Continued
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Corporate Governance
Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
Chair’s Introduction
|
Continued
“Our governance
arrangements are robust,
support our decision-
making, and ensure that
the interests of our
stakeholders remain at the
forefront of our minds.”
I would like to take the opportunity, on behalf
of the Board, to thank Tom Hargreaves for his
contributions to the Company during his time
as Chief Financial Officer and also to thank
Morgan Seigler for his input and support as
a Non-Executive Director.
We are pleased to report that our Board is now
comprised of 62% women, with 25% of Board
members from an ethnic minority background,
and that the roles of Chief Financial Officer and
Senior Independent Director are held by women.
Our recent internal board performance review
confirmed support for our refreshed Board and
that we are well placed with the range of
expertise, knowledge, insights and diversity to
support the Company. Further details on Board
changes during the year are in our Nomination
Committee Report on pages 107 to 111.
Annual General Meeting
We welcome the opportunity to engage with
our investors at the Company’s Annual General
Meeting (“AGM”) in 2026. Full details of the AGM,
including the resolutions to be proposed for
shareholder approval, can be found in the Notice
of Meeting. In order to maximise shareholder
engagement and participation, we encourage all
shareholders to cast their votes by proxy, and to
send any questions in respect of AGM business
to investorrelations@auctiontechnologygroup.
com. Shareholders who would prefer not, or are
unable, to attend the AGM in person are invited
to watch and listen to the AGM online via a live
webcast, details for which can be found in the
Notice of Meeting.
Looking forward
After my first year of Chair, I would like to
thank my fellow Board members, our Senior
Leadership Team and most of all our people for
their commitment and drive in what they have
achieved during the year. I would also like to
thank our shareholders for your support and am
looking forward to leading the Board into FY26.
Sco Forbes
Chair
25 November 2025
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Corporate Governance
Financial Statements
Further Information
81
Auction Technology Group plc
Annual Report 2025
Governance Report
Overview
Compliance with the Code
In respect of the year ended 30 September
2025, the Company was subject to the Code
published by the Financial Reporting Council
in July 2018, a copy of which can be found
at frc.org.uk. The Board confirms that the
Company has applied all the principles and
complied with all the provisions of the Code
throughout FY25, and up to the last practicable
date, save that as explained on page 80 and in
the Annual Report last year, between the
Chair’s appointment on 9 August 2024 and
Andrew Miller’s appointment on 21 November
2024. During this period the Company was
temporarily partially non-compliant with
Provision 24 and Provision 32 of the Code.
Following Andrew Miller’s appointment on
21 November 2024, the composition of each
Committee was compliant with the Code.
The Board and Committees have continued
their education and preparation for the key
changes in the updated Code, published in
January 2024, which will be reported on from
2026. Further information on the Company’s
compliance with the 2018 Code is available
on pages 86 to 87.
Board membership
As at the end of the financial year, our Board
comprised eight members: the Chair, the CEO,
the CFO and five independent Non-Executive
Directors. Over half of the Board (excluding the
Chair) comprised independent Non-Executive
Directors and the composition of all Board
Committees complied with the Code.
Directors’ independence
The Board has determined that for the year
ended 30 September 2025, the Chair was
considered independent on appointment in
accordance with the criteria under Provision
10 of the Code and all of the Non-Executive
Directors are independent after being
assessed against Provision 10 of the Code. The
independent Non-Executive Directors holding
shares in the Company are not, nor do they
represent, a significant shareholder. The Board
believes that any shareholdings of the Chair
and Non-Executive Directors serve to align their
interests with those of shareholders. The Board
considers that Non-Executive Directors provide
an independent view in Board discussions and in
the development of the Company’s strategy.
Operation of the Board and
its Committees
The Board
The Board is responsible for leading and
directing the Company and has overall
authority for the management and conduct
of its business, strategy and development.
The Board is also responsible for ensuring the
maintenance of a sound system of internal
control and risk management (including
financial, operational, compliance and controls
relating to cyber and digital security) and for
reviewing the overall effectiveness of systems
in place as well as for the approval of any
changes to the capital, corporate and/or
management structure of the Company.
Division of responsibilities
The Board currently comprises the Chair, two
Executive Directors and five Non-Executive
Directors. There are clear written guidelines
around the division of responsibilities and,
in accordance with the Code, the roles of
Chair and Chief Executive Officer are held
by separate individuals.
Board balance and independence
Chair
Scott Forbes
Leadership and governance of the Board
Ensures constructive relationships between the Executive and
Non-Executive Directors
Ensures appropriate engagement with key stakeholders
Sets the agenda and tone of the Board meetings
Reviews the Board’s effectiveness and monitoring the Non-Executive
Directors’ independence
Oversees the succession and composition of the Board and Chairperson
of the Nomination Committee
Chief Executive
Officer
John-Paul Savant
Day-to-day responsibility for managing the business
Reviews and recommends the Group’s strategy to the Board and ensures
its implementation
Provides regular updates to the Board on all significant matters
Delivers the Group’s sustainability strategy
Delegation of authority to the Group’s Senior Management Team
Responsible for effective and ongoing communication with shareholders
Senior
Independent
Director
Suzanne Baxter
Acts as a sounding board to the Chair
Acts as a trusted intermediary for the other Board members and/or
shareholders and other key stakeholders
Evaluates the Chair’s performance as part of the annual Board
effectiveness review
Contactable via the Company Secretary
Non-Executive
Directors
Provide independent judgement, knowledge and commercial advice
Constructively challenge the Executive Directors and monitor their
performance against strategy
Manage agendas and provide input into key matters and issues through
the Board Committees
Devote such time as is necessary to properly carry out their duties
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Financial Statements
Further Information
82
Auction Technology Group plc
Annual Report 2025
The Board
The Board discharges its duties directly
and through authority it has delegated to
its Committees, the Executive Directors
and Senior Management Team.
Chair
Leads the Board.
Governance framework
Sco Forbes
Chair
Executive Directors
John-Paul Savant
Sarah Highfield
Independent Non-Executive Directors
Suzanne Baxter
Pauline Reader
Sejal Amin
Tamsin Todd
Andrew Miller
Read more page 93
Read more page 93
Nomination Commiee
Commiee members:
Scott Forbes (Chair)
Sejal Amin
Suzanne Baxter
Andrew Miller
Pauline Reader
Tamsin Todd
Read more page 107
Remuneration Commiee
Commiee members:
Tamsin Todd (Chair)
Sejal Amin
Suzanne Baxter
Scott Forbes
Read more page 112
Audit Commiee
Commiee members:
Suzanne Baxter (Chair)
Andrew Miller
Tamsin Todd
Read more page 96
Sustainability and ESG Commiee
Commiee members:
Richard Lewis, COO (Chair)
Sarah Highfield, CFO
Darren Ali, CPO
Suzanne Baxter, NED
Head of Risk and Internal
Audit, Investor Relations
Disclosure Commiee
Commiee members:
John-Paul Savant (Chair)
Sarah Highfield
Any Non-Executive Director
Company Secretary
Read more page 50
Read more page 84
Governance Report
|
Continued
Strategic Report
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Financial Statements
Further Information
83
Auction Technology Group plc
Annual Report 2025
Governance Report
|
Continued
Composition, succession
and evaluation
Board appointments
The Nomination Committee is responsible for
the appointment of new Directors to the Board
and the Committees, in conjunction with the
Chair of each Committee, to ensure that any
new appointment provides the right balance
of capabilities in line with the Board’s policy
on diversity. The Nomination Committee is
also responsible for ensuring succession plans
are in place at Board and senior management
level. The Nomination Committee will consider
the time commitment of any potential new
appointment to the Board to ensure they are
able to dedicate sufficient time to fulfil their
role. All Directors are expected to attend all
Board and relevant Committee meetings.
Before accepting new external appointments,
Directors are required to discuss these with
the Chair and the Board must approve them.
The Board is aware of our Board Directors’
external appointments. There are no Directors
whom the Nomination Committee considers
to be over-extended or unable to fulfil their
duties to the Board. Further details on Board
appointments made during the year can be
found on pages 107 to 111.
External appointments can help Board
members widen their expertise and knowledge
and perform their roles more effectively. If
necessary, the time commitments of a Board
member’s external appointments are the
subject of review by the Board.
The Chief Executive, John-Paul Savant, does
not hold any Non-Executive positions. The CFO,
Sarah Highfield, is a Non-Executive Director of
Coats plc. The letters of appointment for Non-
Executive Directors are available for review at
the Company’s registered office and prior to
the AGM.
The Commiees
The Board has established a number of Committees, whose terms of reference are documented formally and updated as necessary, and can be
found on the Company’s website at www.auctiontechnologygroup.com. The Committees report back to the Board on their activities at the Board
meeting following the respective Committee meeting. The composition of each Committee is designed to ensure common membership between
Committees with shared responsibilities.
Commiee
Role and focus
Commiee
Report on page
Audit
Commiee
Assists the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the
Group’s Annual and Interim Consolidated Financial Statements and accounting policies, including climate-related
financial disclosures, the risk management and internal control framework, internal and external audits, reviewing and
monitoring the scope of the annual audit and the extent of the non-audit work undertaken by the external auditor.
Advises on the appointment of external auditors and reviews the effectiveness of the risk management framework,
internal audit, internal controls, whistleblowing and fraud systems in place within the Group.
Meets at least four times a year.
96 to 106
Nomination
Commiee
Reviews the size, structure and composition of the Board and ensures that the Board comprises the right balance of
skills, knowledge, diversity and experience; identifying and nominating for approval candidates to fill any vacancies on
the Board.
Gives full consideration to the organisation and succession planning for the Group; and makes recommendations to
the Board concerning membership of the Audit Committee and the Remuneration Committee in consultation with the
Chairs of those Committees.
107 to 111
Remuneration
Commiee
Delegated responsibility from the Board for determining the policy for Executive remuneration and setting remuneration
for the Chair, the Executive Directors and the Senior Management Team.
Reviews the remuneration of our people and related policies and the alignment of incentives and rewards with culture,
taking them into account when setting the policy for Executive Directors’ remuneration.
Determines and monitors the strategy and policy on remuneration, termination, performance-related pay, pension
arrangements, share incentive plans, and remuneration reporting and disclosure.
112 to 128
Sustainability and
ESG Commiee
Supports the implementation of TCFD in Company disclosures and corporate reporting, and reviews climate-related
developments and wider sustainability topics as required.
Develops a centralised framework for how corporate responsibility is governed across the Group and receives reports
and minutes from the ESG Committee on a regular basis.
50
Disclosure
Commiee
Ensures timely and accurate disclosure of all information that is required to be disclosed to the market to meet the
legal and regulatory obligations and requirements arising from the listing of the Company’s securities on the London
Stock Exchange, including the UK Listing Rules, the Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation framework.
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Corporate Governance
Financial Statements
Further Information
84
Auction Technology Group plc
Annual Report 2025
Time commitment and outside
appointments
The time commitment required of Directors is
reviewed by the Nomination Committee on a
regular basis, including ahead of recommendation
for appointment to the Board and for any
changes within the role (joining the additional
Committee or taking on further responsibilities)
and prior to approving external appointments.
Any external appointments or other significant
commitments of the Directors require the prior
approval of the Board. During the year, the
Board approved the appointment of Tamsin
Todd as a non-executive director of The Gym
Group plc. Further details about the Board’s
external commitments are detailed on pages
93 to 95 of this report and details about
the Directors’ interests in the shares of the
Company are detailed on page 125.
Independent advice
Directors can raise concerns at Board meetings
and have access to the advice of the Company
Secretary. There is a procedure in place, when
needed, for Directors to obtain independent
professional advice at the Company’s expense,
the policy for which was reviewed during the
year. No such requests were made during this
financial year.
Directors’ and Officers’ Liability insurance
is maintained for all Directors.
Director induction and continuing
development
The Company Secretary in conjunction with
the Chair is responsible for ensuring that newly
appointed Directors receive appropriate induction
training, in accordance with the Code and the
Board’s own induction policy. Any newly appointed
Director will also be invited to participate in a
range of meetings with members of the Senior
Management Team to familiarise themselves
with the business, its strategy and goals.
The Company Secretary maintains a register
of commitments and other potential conflicts.
The Board is satisfied that given the Director’s
other interests, each has sufficient time to
carry out their role at the Company.
Election and re-election
In accordance with the Company’s Articles of
Association and the Code, the Directors intend
to stand for election and re-election at the
Company’s forthcoming AGM and for annual
re-election at each subsequent AGM of the
Company. In addition, prior to recommending
their re-election to shareholders, the
Nomination Committee, on behalf of the Board,
carried out an annual reassessment of each of
the Non-Executive Directors.
Taking account of the recommendations of the
Nomination Committee and the results of the
internal Board performance review carried out
during the financial year, the Board considers
that all the current Directors continue to be
effective, are committed to their roles, and
have sufficient time to perform their duties.
The Board therefore recommends the election
and re-election of all Directors. Directors’
biographies can be found on pages 93 to 95
and in the Notice of Meeting.
Conflicts of interest
In accordance with the Company’s Articles
of Association, the Board formally records
any conflicts of interest, and all Directors are
given the opportunity to raise any conflicts of
interest at the start of every Board meeting.
Any conflicts that are raised will be considered
for authorisation, assessed by the Board and
a decision taken on the extent to which any
such conflicts can be managed. During the
year, the Board approved an updated Directors’
conflict of interest policy, which provided a
more comprehensive policy for Board Directors
on their duties and a separate policy for
Company employees.
Board meetings generally include one or more
presentations from the Senior Management Team
on areas of strategic focus.
In November 2024 Andrew Miller was appointed
as an independent Non-Executive Director and
in February 2025 Sejal Amin was appointed
as independent Non-Executive Director. Both
Directors received an induction pack and
undertook a formal induction programme
including one-to-one meetings with our Senior
Leadership Team, business and functional
leaders, internal and external auditors. Both
Directors also participated in meetings to cover
the Board Committees they were joining. On
appointment to the Board in May 2025, Sarah
Highfield undertook an extensive programme
of meetings to engage with her team, the wider
workforce and external stakeholders.
For further information see the Nomination
Committee Report on pages 107 to 111.
The Chair and the Company Secretary keep the
training and development needs of Directors
under review. Outside of Board meetings,
Non-Executive Directors meet regularly with
management, enhancing their understanding
of the business. All Directors are encouraged
to keep their skills and knowledge up to date
and to ask for any support they need.
During the year, the Board was also provided
with opportunities to gain further insights
into areas that supported its decisions during
the year, such as updates on wider market
developments, the 2024 UK Corporate
Governance Code, the FTSE Women Leaders
Review, the Parker Review and other
governance publications.
Board and Commiee performance
review
A review of the performance of the Board, its
Committee, the Chair and individual Directors
is undertaken on an annual basis.
Actions from 2024 review
Following the external performance review
in 2024, the Board continued to embed
the actions identified and reported on. Progress
against the actions continued to be monitored.
In terms of committee composition, both
Andrew Miller and Sejal Amin were appointed
to the Nomination Committee upon joining
the Board and there continued to be regular
meetings of the Non-Executive Directors after
each Board meeting. The revised reports from
the Executive Directors were welcomed by
the Board and refinements to these continued
during the year.
2025 Board performance review
An internally facilitated performance review
was held in 2025 led by the Chair and Company
Secretary. The Chair’s performance review was
led by the Senior Independent Director. The
Chair also held one-to-one meetings with each
Non-Executive Director which covered their
individual performance.
Feedback from the review was consolidated
and presented to the Board. The review
concluded that the Board and Committees
were continuing to operate effectively and the
new additions to the Board brought enhanced
skills, experience and diversity to oversee the
Group’s strategy. Several actions were identified
to further enhance the Board’s effectiveness
during 2025.
Governance Report
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Continued
Strategic Report
Corporate Governance
Financial Statements
Further Information
85
Auction Technology Group plc
Annual Report 2025
The following table details how the Company has applied each of the five sections of the 2018 Corporate Governance Code.
Pages
Board leadership and Company purpose
The Board is responsible for establishing the Group’s strategy and monitoring how it is performing
against the agreed strategy for the benefit of all its stakeholders. The Board is also responsible
for defining, monitoring and overseeing the Group’s culture and ensuring it is aligned to the vision,
mission, values and strategy. Further information on how opportunities and risks to the future
success of the business have been considered and addressed, the sustainability of the
Company’s business model, and how its governance contributes to the delivery of its strategy
can be found as follows:
Chair’s Statement
6
Chief Executive Officer’s Statement
10
Business Model
22
Six Strategic Growth Drivers
25
Key Performance Indicators
27
Principal Risks and Uncertainties
36
Sustainability Report
50
Governance, Board and Group purpose
82
Committee Reports
96
Division of responsibilities
The Chair leads the Board which includes an appropriate combination of Executive Directors and
Non-Executive Directors. The Non-Executive Directors provide constructive challenge, strategic
guidance and advice, and have sufficient time to meet their Board responsibilities. The Board has
identified certain “reserved matters” that only it or its Committees under their terms of reference
can approve. Other matters, responsibilities and authorities have been delegated as appropriate,
and there are relevant policies and processes in place for the Board to function effectively and
efficiently. The Board has clear written guidelines on the division of responsibilities between the
Chair, Chief Executive Officer, Senior Independent Director, Board and Committees. Further
information on the application of these principles can be found as follows:
Division of responsibilities
82
Board attendance
79
Board independence
79
Board Committees
84
Composition, succession and evaluation
A rigorous, effective and transparent appointment process is in place, which, together with the
effective succession plans, promotes diversity of gender, social and ethnic backgrounds, and
cognitive and personal strengths. A comprehensive and tailored induction programme is in place
for new Directors joining the Board. The induction programme facilitates their understanding of
the Group and the key drivers of the Group’s performance. The Board has delegated responsibility
to the Nomination Committee to keep under regular review the composition of the Board and its
Committees. An annual performance evaluation of the Board is undertaken to consider its
composition, diversity and how effectively members work together. The Nomination Committee is
also responsible for succession planning and the Group’s policy on diversity and inclusion. Further
information on the application of these principles can be found as follows:
Board biographies
93
Board composition
83
Board performance review
85
Nomination Committee Report
107
Sustainability Report
50
Board leadership and Group vision
The Company is led by an effective Board,
which is responsible for leading and directing
the Company and has overall authority for
the management and conduct of its business,
strategy and development. The strategy is
intended to drive long-term sustainable growth
and meet the interests of our key stakeholders.
The Board has established an effective
governance and risk framework. The
framework ensures that our people are able
to raise any matters of concern, and that all
policies and practices are consistent with the
Company’s values.
The Group’s vision, as detailed throughout
the Annual Report, is to transform how people
connect with unique finds, and in doing so,
to accelerate growth of the circular economy.
Through our 10 online marketplaces we enable
a large, diverse and fragmented buyer base to
purchase a wide range of unique secondary
assets. In turn, sellers are able to access a
global buyer base in a cost-efficient way,
through our specialised marketplace technology.
Our vision informs our business strategy
and commitment to being a supportive and
trusted partner to the industry, our people
and our community. Our mission, which is to
power the discovery of items worth finding
again, through making buying and selling feel
seamless, intuitive and full of possibility, sets
the direction the Group takes in order to help
it achieve its vision. The strategy and the vision,
set out in our Strategic Report on pages 2 to
77, are the key drivers of the Board’s decision-
making and actions, and ensuring these are
implemented successfully; this is particularly
key when integrating a new business into the
Group as part of the Group’s M&A strategy.
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Continued
Strategic Report
Corporate Governance
Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
Governance Report
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Continued
Pages
Audit, risk and internal control
The Board has established formal and transparent policies and procedures to ensure the
independence and effectiveness of both internal and external audit functions. It satisfies itself
on the integrity of financial and narrative statements. The Board presents a fair, balanced and
understandable assessment of the Group’s position and prospects. It has established procedures
to manage risk, oversee the internal control framework and determine the nature and extent of
the principal risks of the Group. The Board has delegated responsibility to the Audit Committee to
oversee the Group’s financial framework, financial controls and internal controls, and ensure that
policies and procedures are in place to manage risks appropriately. Further information on the
application of these principles can be found as follows:
Principal Risks and Uncertainties
36
Risk Management
34
Audit Committee Report
96
Remuneration
The Company has designed the remuneration policies and practices to support strategy and
promote long-term sustainable success. Executive remuneration is aligned to the interests of our
shareholders and to the Company’s purpose and values and is clearly linked to the successful
delivery of our long-term strategy. There is a formal and transparent procedure for developing
executive remuneration policy and determining Director and Senior Management remuneration.
Directors are able to exercise independent judgement and discretion when authorising
remuneration outcomes, taking into account Company and individual performance and wider
circumstances. The Remuneration Committee is responsible on behalf of the Board for determining
and monitoring the strategy and policy on remuneration, termination, performance-related pay,
pension arrangements, and share incentive plans to support the Group’s strategy, and remuneration
reporting and disclosure. Further information can be found as follows:
Remuneration Committee Report
112
Board meetings
The Chair, in conjunction with the CEO
and Company Secretary, plans an annual
programme of business prior to the start of
each financial year, to ensure that essential
topics are covered at the appropriate time
and that space is prepared in advance to
provide the Board with the opportunity to hold
in-depth discussions and deep dives on key
strategic issues.
Prior to each Board and Committee meeting,
each member receives the agenda and
associated Board papers to support those
items on the agenda. The Chief Executive
Officer provides an update on key commercial
issues and projects across the Group on behalf
of the Senior Management Team and the Chief
Financial Officer provides updates on the
current and forecast financial position at each
meeting. The Committee Chairs also provide
updates on the activities of the Committees
and highlight any areas which require
consideration by the full Board. Other matters
are added to the agenda of scheduled Board
meetings, or Board meetings convened as
and when necessary if a specific time-critical
item needs consideration. Board papers are
circulated electronically in advance of meetings
to ensure sufficient time for the Board to
absorb, thus facilitating robust discussion.
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Corporate Governance
Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
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Continued
The Board schedules six meetings each year
to allow the Board sufficient time to discharge
its duties, with ad hoc meetings convened as
and when required. There were six scheduled
Board meetings during FY25, excluding ad
hoc meetings for impromptu matters and
time-sensitive matters and approvals and
decisions approved via written resolution.
Information on Directors’ attendance at Board
and Committee meetings is set out on page
79. Board meetings are held in person at our
London offices. Pauline Reader and Sejal Amin,
given their locations, sometimes join Board
and Committee meetings via videoconference
when necessary.
To ensure that the Board has good visibility of
the key operations of the business, members
of the Senior Management Team attend Board
meetings regularly to provide presentations on
areas of strategic focus and progress against
our strategic growth drivers.
The Non-Executives hold private post-
meeting reviews after every meeting, following
which the Chair provides feedback to the
Executive Directors.
Board maers considered and outcomes for FY25
The areas of focus during the year under review and key outcomes included the following:
Board areas of focus
Maers considered and outcomes
Strategy
Regular reports from the CEO at each meeting detailing the performance of the business against the strategic goals
and six strategic growth drivers and key programme updates.
Review and refreshment of the Group’s strategy, including deep dive meetings during Autumn 2024.
Review of priorities and budget at offsite Senior Management Team meetings, which were thoroughly scrutinised by
the Board at subsequent meetings.
Continuous oversight of the M&A strategy and the evaluation of potential targets.
Approval of the acquisition of Chairish Inc.
Discussion and challenge of strategic updates from members of the Senior Management Team around the Group’s
two sectors, Industrial & Commercial and Arts & Antiques, and across the rollout of key strategic initiatives.
Undertook the process to appoint additional Non-Executive Directors to the Board, resulting in the appointment of
Sejal Amin.
Oversaw the process to appoint a new Chief Financial Officer, resulting in the appointment of Sarah Highfield and
managed the period between CFOs.
Approval of share repurchase programme and refinancing agreements.
Risk and risk management
A thorough review of the Group’s risks and the potential impacts on the business was undertaken as part of the
interim and annual results process.
A review of the risk register, principal and emerging risks and risk appetite statement was conducted by the Audit
Committee and reported to the Board.
Oversight by the Audit Committee on preparatory work on the Board’s extended responsibility for establishing and
maintaining internal controls and the effectiveness of the risk management and internal control framework under
the 2024 Corporate Governance Code.
Oversight by the Audit Committee of the Group’s cyber security landscape and short and long-term improvement
plans presented by the Chief Information Officer.
Financial performance
Approval of the full-year results for FY24 and interim results for FY25.
Receipt of reports from the CFO at each meeting detailing the Group’s performance and progress against budget
and against analyst consensus.
Consideration of the FY26 annual business plan and budget.
Recommendation to shareholders of the reappointment of Ernst & Young LLP as the Company’s auditors.
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Corporate Governance
Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
Board and Commiee meetings and
aendance in FY25
As detailed on page 84, the Board has in
place a number of Committees that support
the Board in providing oversight of specific
areas of Audit, Remuneration, Nomination
and Sustainability. The table on page 79 details
the number of scheduled meetings held during
the year under review and the attendance by
each Director at the meetings they were eligible
to attend.
Each Director’s attendance at Board and
Committee meetings is considered as part of
the formal annual review of their performance.
When a Director is unable to attend a Board or
Committee meeting, they communicate their
comments and observations on the matters
to be considered in advance of the meeting
via the Chair, the Senior Independent Director
or the relevant Board Committee’s Chair for
raising, as appropriate, during the meeting.
Governance Report
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Continued
Board areas of focus
Maers considered and outcomes
Governance
Approval of the resolutions to be put to shareholders at the AGM and a review of investor feedback received.
All resolutions were approved by shareholders at the AGM.
An internally facilitated evaluation of the Board, its Committees and the Chair’s performance, including a review
of the conclusions and agreement of resulting actions.
A review of all Committees’ terms of reference with updates approved in September 2025 and November 2025.
Approval of the Board diversity policy. Based on the changes during the year, the Board comprised eight Directors
at the year end, of which 63% are women, and 25% are from ethnic minority backgrounds, and two women are
represented within the group of Chair, Chief Executive Officer, Chief Financial Officer and Senior Independent
Director.
Approval of updated Directors’ conflict of interest policy and new employee conflicts of interest policy.
Approval of the Modern Slavery Statement.
Review of the impact of the changes from the 2024 UK Corporate Governance Code, with actions identified to
ensure full compliance with the new Code.
Completion of the annual review of the Board’s suite of governance policies, ensuring these remained compliant,
workable and relevant and the introduction of a new Fraud Policy.
A review of the governance framework and consideration of the impact of regulatory changes, including changes
to the UK Corporate Governance Code, changes to the UK listing regime and the Economic Crime and Corporate
Transparency Act.
Stakeholders
Feedback from shareholders following the FY24 full-year results and FY25 interim results and feedback from
investor roadshows and evaluation of market guidance.
Received share register analyses and movements within the register.
Investor meetings undertaken by the Board Chair, Chief Executive and Chief Financial Officer.
Engagement with major shareholders via the Remuneration Committee regarding executive remuneration, as well
as engagement between major shareholders and the Board Chair and Senior Independent Director.
Received two updates from the designated Non-Executive Director following formal engagement with employees
and agreed outputs. Follow-up actions from both sessions were discussed between the designated Non-Executive
Director and the Chief People Officer.
Consideration of the results of the employee engagement survey and pulse surveys.
Received update on the Parker Review ethnicity target.
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Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
Board priorities for FY26
The key items proposed for FY26 are to:
continue to provide the Executive Directors
and Senior Management Team with the
support and guidance they require to deliver
the Group strategy and review the progress
and delivery of the Group strategy;
monitor the integration of Chairish and
Pamono across the organisation;
follow up on actions identified from the 2025
Board performance review;
continue to review Board and Senior
Management succession and future
leadership talent pipelines;
review capital allocation including share
repurchases, debt reductions and M&A;
review the ongoing implementation of a risk
management and internal control framework
to support the declaration of effectiveness of
material controls that the Board will be
required to make from FY27 onwards; and
continue to develop our ESG and
sustainability governance framework.
Culture
Our innovation and collaboration-driven culture
is core to our success. The Board plays a key
role in assessing the culture of the business
through formal and informal processes and
ensuring this is embedded. Ensuring that this
culture is aligned with the strategy and that
behaviours are maintained or adequately
adapted to meet the needs of future and
evolving operations remains paramount.
Governance Report
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Continued
Principal decisions for FY25
Principal decisions are defined as those
that are material to the Company, and also
those that are significant to any of our key
stakeholder groups. In making the following
principal decisions, the Board considered the
views of the its key stakeholder groups, as well
as the need to act fairly between the members
of the Company.
Principal decision 1: Acquisition of Chairish
The Board approved the acquisition
of Chairish, a leading list price online
marketplace for vintage furniture, décor
and art in August 2025, for a purchase price
of $85m.
The Board agreed that the acquisition
strengthened ATG’s competitive position
in the Arts & Antiques (“A&A”) market, both
by expanding supply in complementary
categories and increasing buyer reach in
consumer segments previously under-served
by ATG.
The rationale for the decision was also based
on ATG being able to immediately add 1.3m
high-quality curated vintage items and
collectables to its offering, 12,000 sellers to
its own network of 4,000 auctioneers and
compelling returns on investment through
substantial, immediate cost synergies and
future revenue growth.
The acquisition also expanded ATG’s buyer
reach, adding 4.5m monthly visits to ATG’s
existing A&A traffic of 25.5m monthly visits.
The comprehensive due diligence and
integration planning allowed the Board to
receive relevant and accurate data to support
its decision-making process.
Principal decision 2: Appointment of Non-
Executive Directors and Chief Financial Officer
Following changes to the Board during 2024,
with Scott Forbes appointed as Chair and
Suzanne Baxter appointed as Senior
Independent Director, and drawing on its
Board strategy review which identified the
skills and experience required on the Board,
the Board initiated the process to seek two
further independent Non-Executive Directors.
The process to appoint Andrew Miller,
conducted with the assistance of Korn Ferry,
was disclosed in our FY24 report and resulted in
his appointment to the Board on 21 November
2024. Andrew’s appointment brought further
expertise to the Board on relevant sector
business strategy, executive and financial
leadership and digital transformation.
Recognising there was scope to strengthen
the technology expertise of the Board, the
search for a further Non-Executive Director
commenced in November 2024 with Russell
Reynolds. A range of candidates were
identified for the role, with a shortlist
presented to the Nomination Committee and
interviews held with members of the Board.
Upon recommendation from the Nomination
Committee, Sejal Amin was appointed on
3 February 2025.
Over a similar timeframe following the
resignation of Tom Hargreaves in October
2024, the Board appointed Redgrave Search
Limited to assist with the appointment of a
new Chief Financial Officer. A robust process
was followed, with a shortlist presented to
the Nomination Committee and interviews
held, with Sarah Highfield ultimately
recommended to the Board for appointment
as CFO.
Principal decision 3: Renewal of the revolving
credit facility (“RCF”) and Incremental
Facility
The Company’s RCF was due for renewal in
June 2026 and under the advice of the Chief
Financial Officer, it was agreed it would be
prudent to put in place longer-term facilities
which provided increased financial flexibility
for the Group.
A comprehensive refinancing process was
initiated in November 2024 with discussions
held with advisers and existing and new
lenders.
The new facility was initially priced at a
margin of 200bps over the Secured Overnight
Financing Rate (“SOFR”) which represented a
reduction compared to the previous facilities.
The Board agreed during its discussions that
the refinancing enhanced the Group’s
financial flexibility as well as extending the
maturity of its debt.
Following negotiations, in February 2025,
the Board agreed a new $200.0m RCF with
a syndicate of five leading banks. The new
facility was agreed on a four-year term with
a one-year extension option and replaced
the previous facilities due to mature in 2026.
The Board agreed to approve a $75.0m
incremental RCF, increasing its total committed
RCF from $200.0m to $275.0m and providing
the Group with additional liquidity. The
incremental facility was provided by ATG’s
existing banking syndicates and on the same
terms as the existing facility.
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Financial Statements
Further Information
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Annual Report 2025
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Continued
During FY25, Tamsin met with a cross-section
of the Group’s employees, spread across
operations in Europe, North America and
Mexico. These sessions are scheduled at least
twice a year and cover topics such as culture,
strategy, remuneration and any other key issues
the employees wish to raise. At the scheduled
Board meetings following these sessions,
Tamsin reported on key themes, and the
Board discussed issues and actions to be
taken, delegating to Board Committees and
executives where appropriate. Further feedback
is solicited from employees through the annual
employee engagement survey and pulse
surveys, the results of which are reviewed by
all teams and via feedback sessions in smaller
focus groups. Actions are identified and
progress and trends are tracked over time.
During the year, the Board considered whether
the engagement mechanism of a designated
Non-Executive Director for workforce
engagement remained effective. The Board
remained satisfied with the approach,
recognising that given the Company’s size
and input gathered from the sessions, it was
an effective means of two-way engagement
between the Board and employees. The
method of engagement will be kept under
regular review to ensure it remains effective.
To ensure that all members of the Board have
good visibility of the Company’s operations,
members of the Senior Management Team
regularly attend Board meetings to provide
updates on their areas of expertise and the
execution of the Group’s strategy.
The Group monitors indicators of culture
through the use of employee surveys, employee
engagement sessions, data on employee
turnover and via any breaches of our codes of
conduct and through our whistleblowing policy.
The Board is satisfied that the policy, practices
and behaviour throughout the business are
aligned with the Company’s purpose, values
and strategy, and continue to be embedded
across the organisation.
Diversity, equity and inclusion
The Board is committed to maintaining a Board
with a diverse set of skills, experiences and
backgrounds, as set out in the Board diversity
policy. The Board diversity policy applies to the
Board’s Remuneration, Audit and Nomination
Committees as well as the Board, and the
Nomination Committee and the Board review
the Board diversity policy on an annual basis.
The Board diversity policy covers wider
diversity characteristics beyond gender and
ethnicity, including disability, sexual orientation,
socio-economic background and cognitive
diversity, all of which are taken into account
in the Board nomination and appointment
process. Our Board diversity policy can be
found on our website.
The Board is pleased to have achieved both
targets in FY25 of a minimum of 40% of women
on the Board and at least one of the positions
of the Chair, CEO, CFO or SID filled by a woman.
As at the end of the financial year, our female
representation on the Board increased from
42.9% to 62% during the year, with both
Suzanne Baxter as Senior Independent
Director and Sarah Highfield as Chief Financial
Officer, holding senior Board positions.
Around 25% of the Board Directors are from
ethnic minority backgrounds. Further details on
the application of our Board diversity policy can
be found in the Nomination Committee Report
on page 109. A description of our approach to
diversity for our wider employee base is set out
in our Sustainability Report on pages 50 to 77.
Employee engagement
An employee engagement survey was
conducted during the year, the results of
which were shared with the Board. The Board
welcomed the increase in overall participation
to 89%. There was also an increase in the
overall engagement score from 67% to 69%
and the Senior Management Team has studied
the results and discussed the themes and
feedback. Results were also shared with
employees, with focus groups and listening
sessions organised as part of the delivery of
the action plan. Overall results continued to
show a high level of satisfaction amongst our
employees and the areas of collaboration,
passion and respect received high scores.
Further details on the survey results and
resulting actions can be found in the
Sustainability Report on page 50.
The Board recognises the importance
of continuing to engage with the Group’s
workforce and considers employee
perspectives as part of Board discussions
and decision-making. Details of how the
workforce has been consulted in relation to
specific Board decisions, and the outcome of
that engagement, is set out in the Section 172(1)
Statement on pages 44 to 49. Tamsin Todd is the
Board’s designated Non-Executive Director for
workforce engagement, as defined in the Code.
The Board uses several metrics to monitor
workplace culture, including:
diversity of the workforce and an appropriately
diverse pipeline for succession planning;
results of the employee engagement surveys;
whistleblowing data;
board interaction with Senior Management
and employees;
feedback from the employee engagement
sessions held by the designated
Non-Executive Director;
recruitment, reward and promotion decisions;
and
training on compliance and ethics (including
anti-bribery).
The Group’s collaborative culture remains
fundamental and is working successfully
to integrate Chairish into our business. Our
collaborative approach has been demonstrated
by a smooth integration with ATG, and strong
initial progress on our synergy programme.
As the Group continues to expand, our
international workforce has grown and the
Board believes that it is important to ensure
that the culture is embedded across the Group
and adapted as necessary, to cater for differing
regulations and requirements within different
countries. The Board leads by example and
ensures that the appropriate policies and
procedures are in place to maintain the
Group’s culture.
The Board remains supportive of embedding
the refreshed mission, vision and values across
all of ATG. This is translated into “North Star”
goals for each function, team and individual to
ensure we are all working towards the same
common goal. ATG and its companies have a
diverse range of cultures and effort has been
made to retain unique aspects of each business
unit whilst creating a common set of values and
environments to ensure consistent employee
experience as part of “OneATG.”
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Continued
Shareholder engagement
The Board recognises the importance
of engaging with existing and potential
shareholders. The Chief Financial Officer has
defined an investor relations programme that
aims to ensure that existing and potential
investors understand the Group’s business
model, strategy and performance. The Board
ensures a clear understanding of the views of
investors through the various methods set out
in the Stakeholder Engagement section of this
report on page 46. The Executive Directors
made formal presentations on the full-year
and interim results (in November 2024 and
May 2025), which were made available on the
Company’s website. The results presentations
were followed by formal investor roadshows.
A continuous programme of meetings with
existing and potential investors, fund managers
and sell-side analysts covers a range of topics
including strategy, performance, outlook, M&A
and ESG matters. The Chair and Senior
Independent Director are also available for
meetings with major shareholders and the
Chair of the Remuneration Committee.
The Board is kept informed of shareholder and
analyst feedback, via regular updates from the
CFO, as well as share register analyses and
market reports provided by the Company’s
brokers, J.P. Morgan Securities plc and
Deutsche Numis.
Private shareholders are encouraged to access
the Company’s website for reports and business
information and to contact the Company via
email with any queries. Contact information
can be found on the inside back cover.
Whistleblowing
The Group’s whistleblowing policy allows
employees to raise relevant concerns
confidentially and if preferred, on an
anonymous basis. The whistleblowing policy
is regularly reviewed by the Audit Committee
and the Board. The policy, which was updated
during the year and cascaded to all employees,
includes access to local whistleblowing
services run by independent organisations.
The Audit Committee believes the processes
and procedures in place in relation to
whistleblowing are effective and appropriate.
The Audit Committee receives regular reports
on the use of the service, issues that have been
raised and the findings of any investigations
and any actions arising. Our whistleblowing
policy can be found on our website. During
FY25 there were no whistleblowing reports
raised via the service (FY24: none).
Internal controls statement
The Board, assisted by the Audit Committee,
has carried out a review of the effectiveness of
the Group’s systems of internal control during
the year ended 30 September 2025 and the
period up to the date of approval of the
Consolidated Financial Statements contained
in the Annual Report. Following this review, the
Board concluded that no significant failings or
weaknesses had been identified and plans
were in place to address any minor issues
flagged for improvement.
Compliance with the Disclosure
Guidance and Transparency Rules
The disclosures required under DTR 7.2 of the
Disclosure Guidance and Transparency Rules
are contained in this report, except for those
required under DTR 7.2.6 which are contained
in the Directors’ Report.
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Board of Directors
Appointed to the Board:
25 January 2021
Independent:
No
Commiee memberships:
(Chair)
How John-Paul supports the Company’s strategy
and long-term success
John-Paul is passionate about the role ATG can play
in accelerating the circular economy through powering
the discovery of items worth finding again. His focus is
building on ATG’s leadership position through creative
strategies to enhance the value ATG provides to the
secondary goods ecosystem to transform how
people connect with unique finds, building focused,
collaborative management teams with the ability to
execute. He is committed to a shared success model
and is excited by building capabilities and services that
allow both sellers of unique secondary items and ATG
to grow profitably together. He leads and guides the
ATG team with a clear vision to grow ATG into a true
online global market leader, to pursue a strategy that
steadily enhances ATG’s competitive position, to invest
against the six strategic growth drivers, and to build
and develop a team capable of delivering sustainable
shareholder value.
Current external commitments:
None
About John-Paul:
John-Paul joined the Group as CEO in February 2016,
bringing 20 years of experience in digital marketplaces
and commerce. He was appointed to the plc Board
prior to IPO in January 2021. John-Paul spent almost
10 years at eBay/PayPal, where he served in a number
of leadership roles, latterly as PayPal’s Vice President
of Product, Experience, and Consumer Engagement
for EMEA. He also held leadership roles at other online
businesses. John-Paul’s most recent role before joining
the Group was as CEO of Think Finance UK. John-Paul
began his career at J.P. Morgan in New York after
graduating from Georgetown University in Washington
DC. He earned his MBA at the University of Chicago.
John-Paul Savant
Chief Executive Officer
Appointed to the Board:
26 February 2021
Appointed as Chair:
9 August 2024
Independent:
Yes
(independent on appointment as Chair)
Commiee memberships:
(Chair)
(Member until 21 November 2024)
Scott has over 25 years’ digital marketplace experience
across multiple industry sectors and has substantial
experience in strategy, operations, finance, capital
markets and M&A. His executive experience includes
15 years as an executive at Cendant Corporation,
formerly the largest provider of travel and residential
property services worldwide. Scott established
Cendant’s international headquarters in London in 1999
and led his division as group managing director until he
joined Rightmove plc, where he served as Chair from
July 2005 to December 2019.
How Sco supports the Company’s strategy
and long-term success
Scott is an experienced UK and US listed company
chair and independent director with 25 years of digital
commerce and online marketplace experience across
multiple sectors. Scott’s extensive experience as an
independent non-executive director in listed company
environments was integral to the Board navigating its
early years as a listed company. He has a proven track
record for capital allocation and the businesses he
has chaired have delivered substantial value to
shareholders. He is recognised for his collaborative
leadership, with a focus on business operating strategy
as well as on creating strong, diverse and effective
boards. Other Board members value Scott’s patience
and sound judgement, along with his experience in
M&A, finance and business operating strategy. Scott is
respected for his ability to constructively challenge and
contribute to the Company’s strategy, promoting an
open and collaborative environment across the Board.
Current external commitments:
Chair of Cars Commerce Inc.
About Sco:
Scott was appointed Chair in August 2024 after serving
as a Non-Executive Director, Senior Independent
Director and Remuneration Committee Chair since
the IPO in February 2021. Scott has over 40 cumulative
years of board experience primarily in Chair and
Non-Executive Director roles for UK-and US-listed
companies. He is currently Chair of Cars Commerce, Inc.
He was Chair of Ascential plc until the completion of its
sale to Informa in October 2024, the Chair of Rightmove
plc to December 2019 and the Chair of Orbitz Worldwide
until the completion of its sale to Expedia in October
2015. He has been a member of and chaired nomination,
remuneration and audit committees multiple times.
Sco Forbes
Chair
Commiee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and ESG Committee
Committee Chair
W
Designated Non-Executive Director for
workforce engagement
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Annual Report 2025
Appointed to the Board:
15 May 2025
Independent:
No
Commiee memberships:
a FTSE 250 British thread manufacturer and
pioneer in performance materials. She has a BSc
in Mathematical Sciences from the University of
Birmingham and is a qualified accountant, Chartered
Institute of Management Accountants.
How Sarah supports the Company’s strategy
and long-term success
Sarah has wide-ranging financial and commercial
experience and brings extensive experience of
operating as a CFO and driving growth globally,
including in North America. She is recognised for
her strong credentials in business partnering across
organisations, fostering collaboration to drive
sustainable commercial success. Sarah’s financial
expertise, experience and knowledge make her a
trusted adviser and leader. She has a track record of
implementing performance improvement programmes
and leading M&A strategies.
Current external commitments:
Non-Executive Director and Chair of Audit and Risk
Committee, member of Nomination Committee and
Sustainability Committee of Coats plc
About Sarah:
Sarah was appointed as Chief Financial Officer and as
Executive Director with effect from 15 May 2025. Sarah
has more than 15 years of listed and private company
experience in Chief Financial Officer and Chief
Executive Officer roles. She was previously Chief
Financial Officer of Away Resorts Ltd, and Chief
Executive Officer of Elvie, having also previously served
as Chief Financial Officer. Prior to joining Elvie, Sarah
was Group Chief Financial Officer at Costa Coffee for
over five years, including during the c.£3.9bn sale to
The Coca-Cola Company. She was also Chief Financial
Officer of Tesco’s Hungary and Slovakia businesses.
Sarah is currently a Non-Executive Director and Chair
of the Audit and Risk Committee of Coats Group plc,
Sarah Highfield
Chief Financial Officer
Appointed to the Board:
4 February 2022
Appointed as Senior Independent Director:
9 August 2024
Independent:
Yes
Commiee memberships:
(Chair)
Suzanne served as a Non-Executive Director and Audit
Committee Chair for Ascential plc until October 2024
and also previously served as a Non-Executive Director
and Audit Committee Chair of WH Smith plc, and as
the sole external Non-Executive and Chair to the Audit
and Nomination Committees at Pinsent Masons
International LLP. A Fellow of the Institute of Chartered
Accountants in England and Wales, she trained with
PwC and specialised in Corporate Finance at Deloitte.
Suzanne also has a wealth of experience in workplace
inclusion and was formerly a Commissioner for Equality
and Human Rights for Great Britain.
How Suzanne supports the Company’s strategy and
long-term success
Alongside her significant financial experience and
qualifications, Suzanne’s expertise in growing
businesses and corporate governance is invaluable to
the Board. Suzanne’s prior board experience enabled
her to successfully step into the role of Audit
Committee Chair immediately upon appointment
in 2022 and she continuously provides constructive
challenge to the Executive Directors and support
and guidance to the finance function.
Current external commitments:
Independent member of PwC Public Interest Body,
Audit Oversight Body and Audit Partner Remuneration
and Admissions Committee and Audit Committee
About Suzanne:
Suzanne has substantial listed company experience
and expertise gained in both executive and
non-executive roles. She has held a range of
commercially focused financial, M&A and operational
roles, including serving as CFO of Mitie Group plc, where
she supported the business through transformative
acquisitive and organic growth. Suzanne is currently
an Independent Member of PwC’s Public Interest Body,
Audit Oversight Body, Audit Partner Remuneration
and Admissions Committee and Audit Committee.
Suzanne Baxter
Senior Independent
Non-Executive Director
Appointed to the Board:
2 December 2021
Independent:
Yes
Commiee memberships:
About Pauline:
Pauline is currently Chief Marketing and Growth Officer
of Connections Academy, which is part of the Pearson
group. She previously served as Chief Marketing Officer
of Podium, a communication and payments platform.
Before Podium she served as the Senior Vice President
of Marketing for Stitch Fix, where she led the brand,
creative, customer acquisition, customer retention
Pauline Reader
Independent
Non-Executive Director
Board of Directors
|
Continued
and marketing technology departments. Prior to these
roles, she held senior marketing positions at Minted,
Kabbage and eBay. Pauline received her Bachelor of
Arts degree in Economics from Princeton University in
2002 and began her career at Morgan Stanley in 2002,
before joining Thomas Weisel Partners as a research
analyst, covering companies in the retail sector.
How Pauline supports the Company’s strategy
and long-term success
Pauline brings over 20 years of marketing and
e-commerce experience through roles at a range of
global consumer businesses and in investment banking.
Pauline is highly regarded by the Board for her marketing,
consumer and diversity insights. Her knowledge of the
digital realm and of global consumer trends provides a
platform for her to bring fresh thinking and perspectives
to discussions about ATG’s next stage of growth.
Current external commitments:
Chief Marketing and Growth Officer of Connections
Academy
Reader Consulting
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Annual Report 2025
Board of Directors
|
Continued
Appointed to the Board:
21 November 2024
Independent:
Yes
Commiee memberships:
(Member of
Remuneration Committee from November 2024
to February 2025)
He was both Chief Executive Officer and Chief Financial
Officer of Guardian Media Group and Chief Financial
Officer of online marketplace business Autotrader. His
experience covers business strategy, and executive and
financial leadership.
How Andrew supports the Company’s strategy
and long-term success
Andrew is an experienced CEO, CFO and non-executive
director and has a wealth of experience across a
number of consumer sectors. He has extensive
experience in technology and digital transformation
and this has been key in every business he has been
involved in over the last two decades. Along with his
significant M&A experience, particularly in digital
business, Andrew brings valuable strategic, operational
and financial insight and robust challenge to the Board.
Current external commitments:
CEO of Motability Operations Group plc
Non-Executive Director and Chair of Audit
Committee, Channel 4 Corporation
About Andrew:
Andrew is currently CEO of Motability Operations
Group plc and a Non-Executive Director of Channel 4
Corporation where he is also Chair of the Audit
Committee. Previously, Andrew served as non-executive
director and Audit Committee Chair for the Automobile
Association plc and Ocean Outdoor Media plc.
Andrew Miller
Independent
Non-Executive Director
Appointed to the Board:
4 February 2022
Independent:
Yes
Commiee memberships:
(Chair)
Tamsin is a Non-Executive Director of The Gym Group
plc and also a Non-Executive Director of INTO, a leader
in international higher education. She was formerly a
Trustee of the Imperial War Museums and Chair of its
Trading Company. Tamsin holds an MBA from Imperial
College London and an AB from Princeton, where she
has served in senior leadership roles in the university’s
volunteer community.
How Tamsin supports the Company’s strategy
and long-term success
Tamsin’s digital transformation background, coupled
with her questioning mindset and collaborative style,
has proved a valuable asset to the Board. Tamsin
brings broad international experience and a passion
for excellence in customer service and the employee
voice, as well as extensive knowledge and interest in
the impact of diversity in the business and on the
Board, where she provides insight and challenge.
Tamsin fully embraces the role of designated
Non-Executive Director for workforce engagement,
providing an open channel of communication for
employee issues to be considered by the Board.
Current external commitments:
Non-executive Director of INTO University Partnerships
Non-executive Director and member of Audit & Risk
Committee, Nomination Committee and
Sustainability Committee of The Gym Group plc
About Tamsin:
Tamsin has held product and commercial roles in
high-growth, technology-enabled companies including
Amazon, Microsoft and Betfair. She was previously
Interim Chief Operating Officer at dunnhumby UK
and from 2017 to 2023, she was CEO of Findmypast,
one of the world’s largest genealogy companies,
where she oversaw a period of growth and built a
product-oriented, mission-led organisation. Prior to this
she was Chief Customer Officer at Addison Lee and
Managing Director of TUI-owned Crystal Ski Holidays,
leading digital transformations with a focus on data,
technology platforms and customer experience.
Tamsin Todd
Independent
Non-Executive Director
Appointed to the Board:
3 February 2025
Independent:
Yes
Commiee memberships:
About Sejal:
Sejal is currently Chief Technology Officer of Priceline,
a part of NASDAQ listed Booking Holdings Inc. Sejal
was previously Chief Technology Officer of
Shutterstock and Chief Technology Officer within
Thomson Reuters Group businesses from 1999 to 2021.
Sejal Amin
Independent
Non-Executive Director
Until recently, she also served as independent
director on the board of Pariveda, a management
consulting firm, specialising in providing strategic
consulting services and custom application
development solutions.
How Sejal supports the Company’s strategy and
long-term success
Sejal has over 20 years of experience at some of the
world’s largest companies including Shutterstock,
Khoros and Thomson Reuters. An experienced senior
executive and tech leader, she brings exceptional
knowledge of digital, technology, cyber and IT security
matters from working within innovative companies.
Sejal is considered to have the necessary skills and
experience to help drive strong performance and
extensive experience of aligning product and technology
with business strategy and execution. She is
comfortable in developing growth strategies and
navigating market challenges.
Current external commitments:
Chief Technology Officer, Priceline
Board Departures in FY25
Tom Hargreaves,
who was Chief Financial Officer for
four years from 2021 to 2025, stepped down from the
Board on 28 February 2025.
Morgan Seigler
stepped down from the Board on
20 December 2024, after serving just under four years
as a Non-Executive Director, following the sale by TA
Associates of its minority shareholding.
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Auction Technology Group plc
Annual Report 2025
Following EY’s first audit of the Company
for FY24, their key learnings and observations
were reported to the Committee, together
with refinements made to their FY25 audit
strategy. The Committee is satisfied with the
performance of EY as the Company’s auditor
and has recommended to the Board that
EY be reappointed as external auditor at the
forthcoming AGM.
Against the backdrop of changes in the
regulatory environment, the Committee
sustained its oversight on the preparatory
work on the internal controls project initiated
to prepare the Company for compliance
with Provision 29 of the 2024 UK Corporate
Governance Code. Good progress is being made
and the Committee will continue to monitor
the delivery of this project in the coming year,
noting the need for the Board to make its
initial declaration on the effectiveness of the
Company’s material controls for the year ending
30 September 2027.
The Committee continued to have oversight
of the work of the Sustainability and ESG
Committee. The Group’s disclosures in
respect of TCFD reporting are provided in
the Sustainability Report on pages 56 to 71.
As a Committee, we reported last year on the
progress made on the work on standardising
financial processes, systems and controls, and
we have continued to track developments and
receive regular reports on that ongoing project.
As Chair of the Audit Commiee,
I am pleased to present our report to
shareholders on the activities undertaken
by the Commiee for the year ended
30 September 2025.
The last year has contributed a number of
areas of focus for the Audit Committee with
our usual agenda augmented by the operational
and financial changes brought about due to
the acquisition of Chairish Inc. (“Chairish”), a
background of global trading uncertainty and
the ever changing threat of cyber risk. We have
also supported the transition to Sarah Highfield
from Tom Hargreaves as the new Group CFO.
Taking these and other factors into account,
the Committee’s work remained focused on
providing independent challenge and oversight
of the Group’s financial reporting processes,
its internal control and risk management
framework, the internal audit function and the
relationship with the external auditor. This report
outlines how the Committee discharged the
duties delegated to it by the Board and explains
the key matters it considered in doing so.
In November 2024, we welcomed Andrew Miller
to the Committee. Andrew’s broad financial and
commercial experience strengthened the skill
set of the Committee. With Scott’s appointment
as Board Chair, he stepped down from the
Committee and I would like to thank Scott for
his contribution to the work of the Committee
over the past few years.
The Committee continued to assist the Board
in fulfilling its oversight responsibility by
monitoring and robustly challenging the integrity
of the Group’s financial statements and related
announcements, providing a high level of
scrutiny over judgements made by management
in key accounting matters, particularly at the
year end.
Following the Group’s acquisition of
Chairish, the Committee has focused on
the judgements and disclosures made in
presenting the transaction and the resultant
ongoing business in this Annual Report and
Accounts. Going forward, we will focus on
the financial aspects of the integration of
Chairish into the Group and will oversee an
independent review of the integration later
in FY26.
The Committee also supported the Board
at year end with the assessment of the
Company’s Annual Report as being fair,
balanced and understandable.
As a Committee, we reviewed our performance
and we believe we continue to have the
necessary experience, expertise and financial
understanding to fulfil our responsibilities and
meet the increasing governance demands.
This report provides further information on
the matters mentioned above and on other
activities and matters considered by the Audit
Committee during the year under review, as
well as those proposed for FY26. This report
should be read in conjunction with the external
auditor’s report on pages 134 to 143 and the
Consolidated Financial Statements on pages
144 to 183. I am satisfied that the activities the
Committee has undertaken during FY25 as set
out in this report meet the requirements of the
Committee’s terms of reference.
Finally, as Chair of the Audit Committee,
I am pleased to engage with shareholders
and continue to be available to meet if asked
and to answer questions at our AGM.
Suzanne Baxter
Audit Committee Chair
25 November 2025
“The Committee’s work
remained focused on
providing independent
challenge and oversight.”
Suzanne Baxter
Audit Committee Chair
Members
1, 2
Number of scheduled
meetings aended
3
Suzanne Baxter
4/4
Andrew Miller
3/3
Tamsin Todd
4/4
1.
There were four scheduled Committee meetings during
the year and one ad hoc meeting.
2.
Andrew Miller was appointed to the Committee on
21 November 2024 and attended all Committee
meetings held after that date.
3.
Scott Forbes attended one ad hoc meeting during the
year and stood down from the Committee on
21 November 2024.
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Auction Technology Group plc
Annual Report 2025
The members of the Committee all provide
a breadth of financial, commercial and sector
expertise, thereby enabling the Committee to
meet its responsibilities and the requirements
of the Code. Further information about the
experience and qualifications of each member of
the Committee can be found on pages 93 to 95.
The Board, via the Nomination Committee,
reviewed the structure, size and composition
(including skills, knowledge, experience and
diversity) of the Audit Committee during FY25
as part of its internal performance review.
As a result of this review, the Board concluded
that it remained satisfied with the structure,
size and composition of the Audit Committee
and that the Committee as a whole had the
knowledge and competence relevant to ATG’s
business and to the sector in which the
Company operates.
Meetings are held at least four times a year
to coincide with key events, in particular the
public reporting and audit cycle for the Group.
The attendance details on page 96 reflect the
number of scheduled Committee meetings
held during FY25. I report to the Board on the
business conducted at the previous Committee
meeting and inform the Board about the
discussions and any recommendations made
by the Committee.
The Commiee’s key activities during the
year ended 30 September 2025
The Committee has established an annual
plan linked to the Group’s financial year and
reporting cycle and its terms of reference.
This is continually reviewed to ensure that
it is kept up to date and is refreshed as the
business evolves.
At the invitation of the Committee, the Chair,
Chief Financial Officer, Chief Executive Officer
and senior representatives of the finance and
management teams also attend meetings, as
do representatives of both internal and external
audit. The Committee holds regular meetings
with the external auditor and Head of Internal
Role and activities of the Audit
Commiee
The Committee assists the Board in fulfilling
its oversight responsibilities relating to financial
and narrative reporting and controls. This
involves consideration of the quality and
integrity of the Group’s financial statements
and related announcements. Its role also
includes oversight of the Group’s internal
control systems, risk management process
and framework and the internal audit function,
and monitoring the effectiveness and quality
of the external auditor’s work.
The Committee has a clear set of
responsibilities that are set out in its terms of
reference, which are available on the Group’s
website, www.auctiontechnologygroup.com.
The Company Secretary acts as Secretary to
the Committee.
Audit Commiee composition and meetings
The Committee comprises solely independent
Non-Executive Directors in accordance with
Provision 24 of the UK Corporate Governance
Code. As Chair, a Fellow of the Institute of
Chartered Accountants in England and Wales,
a former CFO of a FTSE 250 company and an
experienced Audit Committee Chair, I have
recent and relevant financial experience.
Similarly, Andrew Miller has recent and relevant
financial experience both as Chief Executive
and Chief Financial Officer and, as set out in
her biography, Tamsin Todd has a wealth of
pertinent business experience. As reported
last year and as set out in the Corporate
Governance Statement on page 82, the
composition of the Committee was in partial
compliance with Provision 24 of the UK
Corporate Governance Code from 9 August
2024 to 20 November 2024 resulting from
Board changes in 2024. Following Andrew
Miller’s appointment on 21 November 2024, the
composition of the Committee was compliant
with the Code.
Audit without management present, and these
discussions assist in ensuring that reporting
and risk management processes are subject to
rigorous review throughout the year. The Chair
of the Committee also liaises with the CFO, and
other senior members of the finance function,
as well as the Company Secretary as
necessary, to ensure there is robust oversight
and challenge in relation to financial control,
risk management and compliance.
The Committee received updates on, discussed
and debated a range of topics during the four
meetings it held during the year, as
summarised as follows:
Financial reporting
Considered whether the Annual Report and
the interim report, taken as a whole, are fair,
balanced and understandable, and provide
shareholders with the information necessary
to assess the Group’s position, performance,
business model and strategy, and
considered the completeness of disclosures.
Received, considered and challenged reports
from management on the significant estimates
and judgements made in the interim report
and in the annual Consolidated Financial
Statements. The Committee challenged
management’s assumptions made, discussed
alternative treatments, reviewed proposed
disclosures and considered the opinion and
work performed by the external auditor and
other professional advisers. Further details of
the challenges raised by the Committee are
outlined in the significant accounting matters
for focus in FY25 on pages 99 to 100.
In addition to the significant judgements and
estimates, there were a number of other key
areas of focus for the Committee in FY25 which
were considered, discussed and challenged
with management and the external auditors.
Reports from management, external advisers
and the external auditor were presented to the
Committee on these key matters which are
outlined further on pages 101 to 102.
Reviewed and challenged management’s
forecasts, stress tests and assumptions in
support of the use of the going concern basis
for preparation of the financial statements
contained in the Annual Report and interim
report and recommended that the Board
approve the viability statement. Further
details of the key considerations made by
the Committee are summarised on page 103.
Received updates on the next stages of
implementation of the financial reporting
consolidation system and the migration to
the Group accounting system for North
American entities.
Reviewed the impact of tax on the reported
results of the Group and specifically
considered judgements made in respect
of the recognition of deferred tax and the
restatement identified in relation to prior
years. Further details are set out in the
significant judgements and estimates for the
Committee on page 100 and key focus areas
on page 101.
Internal control and risk management
Monitored and reviewed the Group’s internal
control framework and risk management
processes, including the risk appetite and
operational risk register.
Reviewed the results of the risk assessments
and internal control effectiveness
assessments.
Received a presentation from the newly
appointed Chief Information Officer providing
a comprehensive review of the Group’s cyber
security landscape, structured around the
NIST CSF (National Institute of Standards and
Technology Cybersecurity Framework) and a
security scorecard approach, including
short- and long-term improvement plans.
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Considered the changes to key financial
policies, including the transfer pricing policy,
which had been updated to reflect the
further integration of the business, and the
updated treasury policy for recommendation
to the Board.
In respect of operational compliance, received
a report from the Group’s Data Protection
Officer on the mitigation of key data
protection risks, and from the Chief Operating
Officer on the controls around and application
of the prohibited items policy and controls
introduced regarding anti-money laundering
as related to operations in Germany.
Considered reports from the tax team on tax
compliance activity and risk across key
geographic operations and in respect of
corporate simplification activities.
Considered the updates received from the
Sustainability and ESG Committee on various
matters including emissions data and targets
and its approach to the compilation of and
assurance regarding TCFD-related data and
wider ESG matters across the Group.
Approved the updated policy on audit
independence and non-audit services,
taking account of the Audit Committees and
External Audit: Minimum Standard published
by the FRC and updates to the UK Corporate
Governance Code.
In respect of governance of the Committee,
reviewed and recommended the updated
terms of reference and participated in an
internal review of the Committee’s
performance.
Provision 29
Oversaw the initial planning and
implementation of the Group’s response
to Provision 29 of the 2024 UK Corporate
Governance Code.
Reviewed management’s roadmap, including
the identification of material risks, mapping of
existing controls and assurance activities, and
establishment of a governance framework to
support delivery.
Agreed that the Committee will continue to
monitor progress through regular updates to
ensure readiness ahead of the Board’s first
formal declaration for the year ending
30 September 2027.
Compliance and governance
Considered the Company’s proposal to
commence a share repurchase programme
and reviewed the adequacy of the Company’s
distributable reserves in preparation for that.
Further details are set out in the other key
areas of focus for the Committee in FY25
on page 101.
Reviewed the unaudited interim financial
statements.
Considered the funding proposal for the
acquisition of Chairish and monitored finance
integration following the transaction. Further
details of the Group’s refinancing is set out in
the key areas of focus for the Committee in
FY25 on page 101.
Considered the Company’s proposals for
compliance with the Economic Crime and
Corporate Transparency Bill, including review
of the new Fraud Policy.
Regarding management of anti-corruption,
ensured there was an effective process in
place for timely reporting to the Committee
of any incidents of fraud, bribery and
whistleblowing.
Internal audit
Considered the effectiveness, resourcing and
budget of the internal audit function.
Reviewed the internal audit charter, which
sets out internal audit’s purpose, authority,
independence and objectivity, role and scope
and responsibility.
Reviewed and approved the internal audit
plan for FY25, ensuring that it was
appropriately planned, resourced and
effective, along with a three-year outline
internal audit plan.
Reviewed the proposed internal audit
programme for FY26, ensuring that it
was adequately aligned to the Group’s
principal risks.
Reviewed internal audit reports on
commissions, financial controls in the UK and
US, the Mexico tech hub, payroll (in the US)
and contractor management, noting findings
and actions by priority.
Challenged the adequacy of management’s
response to the reports, the timeliness of
that response and the resource levels
focused on addressing the matters identified.
External audit
Undertook a debrief on the 2024 external
audit process from EY.
Reviewed the plans and the reports of the
external auditor on the Company’s interim
and year-end reporting. Considered the risk
assessment made by the auditor (both prior
to and after consideration of the impact of
the Chairish acquisition), and the proposals
with respect to materiality and key audit
matters, and received a specific briefing
on the impact of the implementation of
International Standard on Auditing (600)
Revised-Audits of Group Financial Statements
(ISA (600)R) on EY’s audit approach.
The Committee met privately with the
external auditor EY, without management
present, to discuss their work and
relationship with the Group. Separate
meetings were also held between the
external auditor and the Chair of the Audit
Committee throughout the year.
Reviewed the qualifications, resources and
independence of the external auditor and
assessed its performance with particular
regard to the overall quality of the external
audit.
The Committee also reviewed and agreed the
terms of engagement and fees to be paid to
the external auditor.
Reviewed the level of non-audit work carried
out by the external auditor during 2025.
Reviewed the effectiveness of the
external audit.
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Significant reporting maers considered by the Commiee during the year ended 30 September 2025
Significant judgements and estimates
A key role of the Committee is to consider whether suitable accounting policies have been adopted by the Group and the reasonableness of the judgements and estimates that have been made by
management in producing and presenting the Group’s financial statements. The Committee, having received and reviewed papers from management and the external auditor, identified the areas set
out in the table below and note 2 as the key areas of significant accounting judgement and/or estimation made by the Group and considered by the Committee during the year.
Significant accounting estimates and judgements
Key issue considered
How the issue was addressed by the Audit Commiee
Goodwill and other intangible asset impairment review
At the interim a full impairment test was performed for the Auction
Services cash-generating unit (“CGU”) because of the limited headroom at
30 September 2024 and the CGU’s sensitivity to change in any one of the key
assumptions. It was concluded there was no impairment at 31 March 2025, but
the headroom remained limited and sensitivity disclosures were provided in
the interim report.
At the year end a full impairment test was required to be undertaken for each
CGU. 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. It was concluded there was an impairment charge for
the A&A and Auction Services CGUs of $142.6m and $8.3m respectively at 30
September 2025. For the I&C and Chairish CGUs no impairment was proposed
based on the level of headroom.
The key inputs to the discounted cash flow models include the judgement on
the future cash flows, including the expected achievement of Chairish
synergies, the discount rate and the long-term growth rate.
As disclosed in note 12, the Group’s goodwill and other intangible balance,
post the impairment of $150.9m at 30 September 2025, was $737.5m.
Management presented the Committee with an impairment indicator assessment prior to both the interim and year-end reporting dates.
Management then also presented to the Committee with the full detailed impairment papers including the key inputs, sensitivity analysis and
conclusions proposed for each grouping of CGUs at 31 March 2025 and 30 September 2025. Within the papers, management summarised the
factors which had impacted the level of headroom on each of the grouping of CGUs over the carrying value from 30 September 2024 to 31 March
2025 and 30 September 2025 which predominantly arose from the net impact of the increased discount rate, one year’s amortisation charge,
reduction in long-term growth rate and lower cash flows over the forecast period.
The discount rates were calculated by an external expert, consistent with prior reporting periods, and their full reports were circulated to the
Committee and external auditor for review and consideration. Management provided an overview of the inputs to the discount rates which
had driven the movement at each reporting period. The Committee challenged and considered the discount rate for the Auction Services CGU
in particular due to the sensitivity of the model at the interim and also for the Chairish CGU given it was a new CGU for the Group at
30 September 2025.
The cash forecasts used within the year-end impairment models are based upon and consistent with the Group’s FY26 budget and
longer-term forecasts which were formally approved by the Board in October 2025, with the exception for Chairish where future revenue
synergies were excluded in-line with the requirements of IAS 36. Management provided a detailed overview of the Auction Services
performance at 31 March 2025 which was performing ahead of the FY25 budget and the historic performance to date for all CGUs at
30 September 2025.
Management presented to the Committee macroeconomic data, benchmarking analysis of long-term growth rates used by analysts and
comparable long term growth rates used by other businesses to support the proposed reduction in the long-term growth rate from 3.0% to
2.3%. The Committee challenged whether this reduction was appropriate given the Group’s five-year forecasts but acknowledged the guidance
of IAS 36 which specifies the long-term growth rate is used to extrapolate cash flows beyond the period of detailed forecasts and must be a
sustainable rate that does not exceed the long-term average growth rate for the industry, country, or market in which the entity operates.
Based on the facts presented the Committee concluded the long term growth rate was appropriate.
The Committee reviewed and assessed the papers presented by management and the external auditor on the matter of impairment,
including reviewing the historical accuracy of management’s forecasting and challenging the basis of the assumptions used. Following this
review, alongside challenge of management and enquiries with the external auditors, the Committee was satisfied with the level of
impairment proposed for the Auction Services CGU and the A&A CGU at 30 September 2025.
Management presented sensitivity analysis to highlight the movement for each of the key inputs; discount rate, five-year adjusted EBITDA
CAGR, including the Chairish synergies not being achieved, and long-term growth rate, which could result in an impairment of the carrying
values of the I&C and Chairish CGUs, i.e. there being no headroom between the value in use calculation and the carrying value of the asset.
Sensitivity analysis was also undertaken for the Auction Services and A&A CGUs to demonstrate the impact that the change in any one of the
key inputs could have on the quantum of the impairment at 30 September 2025.
Given the quantum of the impairment proposed for the Auction Services and A&A CGUs and the sensitivity for the I&C CGU to a movement in any
one of the key assumptions, the Committee specifically considered and discussed the proposed disclosures on this matter and challenged the
external auditor and management as to their completeness and transparency. Following this active discussion, the Committee concurred with
the disclosures proposed by management. These disclosures are set out in note 1 and note 12. The Audit Committee also reviewed papers
prepared by management outlining the impact of the impairment charges on the Group’s distributable reserves.
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Significant accounting estimates and judgements
Key issue considered
How the issue was addressed by the Audit Commiee
Impairment of the carrying value of Company investments in subsidiaries
The Company investment in subsidiaries are assessed annually to determine
if there is any indication that any of the investments may be impaired.
In light of the Group’s market capitalisation being significantly below the
Group’s net assets and macroeconomic conditions increasing the Group’s
discount rate and reducing the long-term growth rate it was concluded
there was an impairment of the Company investments of £91.9m as at
30 September 2025.
The investments carrying value, post impairment was £178.5m at
30 September 2025.
Management presented the Committee with the assessment of the impairment for the Company investments at 30 September 2025. The key
inputs being discount rate, Group cash flows and long-term growth rate which were consistent with those applied in the impairment assessment
of goodwill and other intangibles as noted above. The Committee challenged management on the cashflows used, and the discount rate and
exchange rates used to derive the value in use calculations. The carrying value post impairment still remains above the market capitalisation,
which is not uncommon because the accounting values and market values serve different purposes and are calculated on fundamentally
different bases. Management highlighted that the market capitalisation reflects expectations of future performance, and can be temporarily lower
when investors perceive higher risk or are expecting weaker future earnings.
Following review by the Committee, alongside challenge of management and enquiries with the external auditors, and consideration of
whether it is appropriate that the carrying value of the investment post impairment still remained above the market capitalisation of the Group
as at 30 September 2025, the Committee was satisfied with the level of impairment proposed for the Company investments.
Given the quantum of the impairment proposed, the Committee specifically considered and discussed the proposed disclosures on this
matter and challenged the external auditor and management as to their completeness and transparency. Following this active discussion,
the Committee concurred with the disclosures proposed by management. These disclosures are set out in note 2 and 5 of the Company
Financial Statements. The Audit Committee also reviewed papers prepared by management outlining the impact of the impairment charges
on the Company’s distributable reserves.
Goodwill and other intangible assets arising from the Chairish acquisition
The Group acquired Chairish on 4 August 2025 for consideration of $85.0m. On
acquisition of Chairish, judgements were required to be made in respect of the
fair value of assets and liabilities acquired and the identification and valuation
of intangible assets arising on acquisition.
The determination of the value of the intangible assets requires significant
judgements and estimates to be made by the Directors. These judgements can
include, but are not limited to, the cash flows that an asset is expected to
generate in the future and the appropriate weighted average cost of capital.
Of the intangibles acquired, the value attributable to 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 11.
Judgement was also required in determining the appropriate useful economic
lives (“UEL”) of the intangible assets arising from the acquisition.
Full details of the acquisition and the provisional fair values of the assets and
liabilities acquired are set out in note 11 of the Consolidated Financial
Statements and the UEL of the intangible assets is set out in note 1.
Management engaged with an external valuation expert to assist in calculating the fair value of the acquired total net identifiable assets,
with particular reference to the identification and valuation of intangible assets. Management also performed a detailed balance sheet
review to identify any further fair value assessments required and the goodwill which should be recognised.
The Committee reviewed the output of the expert’s valuation and the papers presented by management on the fair value assessments.
The Committee assessed and challenged the appropriateness of the useful economic lives of the intangible assets arising from the
acquisition, discussing the different lives attached to each asset class.
In particular, the Committee considered and challenged whether the judgement involved in the valuation process, including the derivation of
fair value adjustments, and the Group’s policy on intangible assets has been appropriately disclosed in the Consolidated Financial Statements.
Management presented a detailed accounting paper, outlining key considerations in the acquisition accounting including the treatment of
acquisition costs, composition of the consideration, classification of the consideration in the Group’s Statement of Cash Flows and a
summary of the adjustments required to align the Chairish financials with the Group’s accounting policies and UK-adopted International
Accounting Standards.
Following consideration of papers from management and from the external auditors, the Committee concurred with the proposed
provisional treatment and the appropriateness of the disclosures.
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, limited to the extent of when
deferred tax liabilities in the same jurisdictions are expected to reverse.
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.
Further detail is provided in note 19, along with sensitivity analysis.
Management presented the approach taken to recognising the quantum of the tax losses, only recognising a deferred tax asset limited to the
extent of when the deferred tax liabilities are expected to reverse in the same jurisdictions and periods.
The external auditor explained the work performed in this area, including their independent assessment of management’s forecasts and
challenge of key assumptions. The Committee discussed the auditor’s findings and the degree of estimation uncertainty disclosed in the
financial statements.
After thorough review and challenge, the Committee noted that the recoverability of deferred tax assets remains sensitive to estimates made
based on the expected timing of reversals of the deferred tax liabilities,particularly within the United States. The Committee was satisfied that the
disclosures appropriately describe the key assumptions and the sensitivity to changes in the assumptions, and that these meet the requirements
of IAS 12 “Income Taxes” and IAS 1 “Presentation of Financial Statements” in respect of significant judgements and sources of estimation
uncertainty.
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Other areas of focus
I
n addition to the significant accounting estimates and judgements, the Committee also focused on a number of other key accounting and reporting matters for FY25.
Other areas of focus
Key issue considered
How the issue was addressed by the Audit Commiee
Refinancing
During the year, the Group has undertaken a refinancing exercise of its Senior Facilities
Agreement as it was due to be re-paid in June 2026. The Group entered into a New Senior
Facilities Agreement (“the SFA 2029”) on 11 February 2025 which comprises a multi-currency
revolving credit facility for $200.0m and included an extension option for a further $75.0m. The
extension option was exercised as part of the Chairish acquisition on 4 August 2025. Any sums
outstanding under the SFA 2029 will be due for repayment on 10 February 2029, subject to
optionality of a 12-month extension.
Management presented the Committee with an overview of the SFA 2029 Agreement, the implications on the accounting
for the extinguishment of the previous Senior Facilities Agreement and the costs associated with obtaining the finance.
The Committee reviewed the terms of the new SFA 2029, the proposed accounting treatment for the extinguishment of the
old facility in February 2025 and for the exercise of the extension option of the SFA 2029 in August 2025 and concurred with
the proposals made by management. The Committee considered the cashflow presentation and disclosures of the
refinancing and concluded these were appropriate.
The SFA 2029 forms the basis of the going concern and viability statement analysis which was also presented to the
Committee, and which is discussed further below in the section Going concern and viability.
Share repurchase programme
In March 2025, the Group launched its inaugural share repurchase programme as part of the
Group’s capital allocation strategy for up to a maximum value of $40.0m. The total value of
shares bought back under this programme was $16.5m. The programme ceased in July 2025.
Management prepared a detailed analysis of the Company’s distributable reserves which was independently reviewed by
an external adviser prior to commencing the share repurchase programme in March 2025. Management presented their
analysis and conclusions from the external adviser to the Committee confirming the Company had sufficient distributable
reserves to commence the share repurchase programme in March 2025. Management also filed Company interim financial
statements at Companies House prior to the programme commencing.
The Committee considered management’s proposal, alongside the Group’s capital allocation strategy, cash flow forecast,
and statement of distributable reserves. The Committee reviewed the unaudited interim Company accounts and
challenged their basis of preparation. The Committee concluded that the Company’s interim accounts demonstrated there
were adequate reserves available to support the share repurchase programme, which would represent a distribution by the
Company. The Committee also requested validation that the external auditor was in agreement prior to approving the
commencement of the share repurchase programme.
Restatement of deferred tax asset
During the preparation of the interim report for the period ended 31 March 2025, a material
misstatement was identified in the accounting for the LiveAuctioneers business combination,
relating to the year ended 30 September 2022, specifically, certain identifiable deferred tax
assets as part of the business combination, and goodwill were consequently overstated by
$9.2m. The FY24 financial statement comparatives have therefore been restated accordingly.
Management presented to the Committee the facts and circumstances of the technical tax accounting error identified in
the period which dated back to the acquisition of LiveAuctioneers. The Audit Committee enquired of management and the
external auditors as to why this had not been identified previously. Management noted that it came to light due to a large
number of share options being exercised in the period by the previous shareholders of LiveAuctioneers triggering a review
of the tax accounting treatment applied to be retrospectively reviewed.
The Committee reviewed the proposed disclosures of the restatement in both the interim report and the Annual Report
and were satisfied the disclosures were clear and transparent.
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Other areas of focus
Key issue considered
How the issue was addressed by the Audit Commiee
Capitalisation of internally generated soſtware
In line with its strategy, the Group has continued to invest in the development of its technology
platforms during the year. This investment has been focused on enhancing the user experience
of both buyers and sellers and on enhancing the technical functionality of the marketplaces
and technology stacks operated by the business.
The Group capitalises the cost of software development where it meets the capitalisation
criteria under IAS 38 “Intangible Assets” and is in line with internal accounting policies.
Capitalised costs are subsequently written off over the useful life of the software.
The total additions to internally capitalised software for FY25 were $11.0m (FY24: $10.8m).
Management has had to make judgements and assumptions when assessing whether
development costs meet the capitalisation criteria and on measuring and allocating those costs
to relevant projects, or whether they should be written off in the year in the Statement of Profit
and Loss.
Management presented papers during the year to the Committee outlining the process that is undertaken to review
software development costs and to identify costs that meet the capitalisation criteria under IAS 38 “Intangible Assets”. A
summary was also provided of the total capitalised expenditure at both the interim and for the full year, broken down by
the key projects with details of the nature of each project.
The Committee considered the procedures and controls in place in accounting for capitalising internally generated
software, including those relating to the capitalisation of employee costs and in assessing the carrying amounts and
remaining useful economic lives of previously capitalised intangible assets.
The Committee recognises that technology development is in line with the Group’s strategy and supports the generation of
future revenue for the Group. It is familiar with the nature of the key capital projects being undertaken to improve the user
experience and to enhance the functionality of core technology with the Group.
The Committee enquired whether any of the new development costs result in previously capitalised projects becoming
obsolete and therefore require an impairment. It also challenged management on the nature of costs capitalised (and those
expensed) and the consistent application of the Group’s accounting policy. The Committee also sought the perspective of
the external auditor on the judgements made by management on the costs capitalised for each identified project area and
whether the capitalisation criteria had been appropriately met. No material exceptions were noted.
Overall, the Committee supported the methodology adopted and conclusions reached in identifying and accounting for
costs that meet the capitalisation criteria under IAS 38.
Change in reportable operating segments
In September 2025, following the acquisition of Chairish, operational developments across the
business, 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 reportable
operating segment, and WaveBid has been allocated to the I&C reportable operating 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.
Management presented a paper to the Committee outlining the proposed changes in the reportable operating segments for
the Group, with reference to the requirements of IFRS 8 “Operating Segments”. Within the paper management outlined the
Group’s operating segments, the interplay with the Group’s CGUs and groups of CGUs and the reporting segments as at 30
September 2025. No changes were made to the Group’s operating segments or CGUs at 30 September 2025, other than the
addition of Chairish.
The management accounts for September which were presented to the Board, and the Committee were presented under
the new format with two reportable operating segments.
The Committee sought confirmation from the external auditors that the proposals by management were in line with the
requirements and definitions of IFRS 8 and that the timing of changes was appropriate for the operating reportable
segments disclosed in the Annual Report and the basis on which the impairment assessments by CGU were undertaken as
discussed above.
Alternative performance measures (“APMs”)
The Group uses a number of APMs in addition to those measures reported in accordance with
UK-adopted International Accounting Standards. The Directors believe that the APMs are
important when assessing the underlying financial and operating performance of the Group.
The Group’s APMs are set out in note 3.
The APMs are used internally in the management of the Group’s business performance,
budgeting and forecasting, and for determining the remuneration of the Executive Directors and
other management throughout the business. The APMs are also presented externally to meet
investors’ requirements for further clarity, comparability and transparency of the Group’s
financial performance.
There have been no significant changes to the nature of APMs used and disclosed in the Annual Report for FY25. Discussions
were held during the year between management and the Audit Committee on potential alternatives and whether the current
APMs still remain appropriate for the Group. The Committee noted the inclusion of elements of the Group’s reporting on
APMs as an example of best practice reporting in the FRC’s Thematic Review on IFRS 2 “Share-based payments”.
Following discussions the Committee has satisfied itself that the APMs adopted by the Group remain appropriate and
provide the user of the Annual Report with greater clarity, comparability and transparency of the Group’s underlying trading
performance. This will continue to be under review in FY26, especially with the inclusion of Chairish for the full financial year.
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In addition, in respect of the viability statement
the Committee:
considered the terms of the SFA 2029;
challenged management on whether the
three-year time period adopted remained
appropriate and aligned with the long-term
forecasting of the Group; and
reviewed the disclosure to ensure it was
sufficiently fulsome and transparent.
The Committee concurred with the viability
statement and recommended its approval to
the Board.
Fair, balanced and understandable
It is a key governance requirement for the
Board to ensure that the Annual Report and the
financial statements, taken as a whole, are fair,
balanced and understandable, and provide the
information necessary for stakeholders to
assess the Group’s position and performance,
business model and strategy.
The Committee was provided with early drafts
of the Annual Report in order to assess the key
themes and messages being communicated on
the Group’s performance and future strategy.
Feedback was provided by the Committee in
advance of the November 2025 Board meeting,
highlighting any areas where the Committee
believed further clarity was required. The draft
report was then amended to incorporate this
feedback prior to being tabled at the Board
meeting for final comment and approval.
To help the Committee in forming its opinion,
management presented a fair, balanced and
understandable assessment paper to the
November 2025 Audit Committee meeting. This
identified the key themes in the Annual Report,
and explained how the report links the Group’s
strategy, risks and key performance indicators.
Going concern and viability statement
The Committee reviewed and challenged the
process undertaken and conclusions reached
to support the Company’s going concern and
viability statements which are set out on
pages 42-43, and 149-150.
In respect of going concern the review included:
challenging and considering whether
management’s assessment of the principal
and emerging risks facing the Group and their
potential impact was appropriate;
considering the likelihood of the risks
occurring in the time period selected to
31 December 2026, the next covenant
reporting period 12 months post the reporting
date, and the impact severity in the event
that they did occur;
challenging management as to the
appropriateness of the assumptions used in
stress testing and modelling scenarios; and
considering the term of the existing financing
arrangements, taking account of the new SFA
2029 agreed in February 2025 and the
incremental extension to the facility agreed
in August 2025.
Following its review, and having made enquiries
with management, the Committee concurred
with the going concern statement and
recommended its approval to the Board.
It also considers whether the Annual Report
and Accounts are internally consistent, how
APMs have been used to aid comparability year
on year and assessed whether each of the
governance requirements were met.
When forming its opinion, the Committee
reflected on the information it had received
and its discussions throughout the year.
It considered the key messages for FY25
and whether these are appropriately and
consistently disclosed throughout the Annual
Report, with equal prominence between the
front half narrative reporting and financial
statements; with no bias or omissions; and with
clear language within a structured framework.
Following its review of the Annual Report,
and the paper presented by management
the Committee is of the opinion that the
FY25 Annual Report, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position, performance,
business model and strategy.
Internal control and risk management
The Committee supports the Board in
monitoring and reviewing the Group’s systems
of internal control and risk management.
The Committee is mindful that the Company
operates in a fast-moving technology sector, has
grown and continues to grow both organically
and through acquisition, and is continuing to
develop its operating model, footprint, systems
and related controls. In that regard, the
Committee recognises that some areas of the
Company’s internal control environment may
remain the subject of management actions to
enhance and strengthen them over time.
Notably, having grown through acquisition, it is
acknowledged that the work that took place in
FY24 and carried on during FY25 to consolidate
and centralise certain finance processes further
enhanced and standardised the systems of
control. Further systems developments and
standardisation activities are planned in FY26
following the Group’s acquisition of Chairish.
The Committee has been supportive of the
ongoing activity and implementation of tools
to capture and monitor risk and control
performance across the business. It has
considered reports on the progress made, on
the proposed risk and control framework and is
satisfied that the work performed will provide
an adequate basis to support the Company’s
compliance with the Code in FY27.
Internal controls
The Group has specific internal control and risk
management systems to govern the financial
reporting process. These are designed to
reflect the different regulatory and reporting
requirements applicable across the
jurisdictions in which the Group operates,
including the UK, North America, Germany
and Mexico. The Group financial framework
sets out the frequency and content of reporting
to the Board, the Group’s accounting policies,
compliance with the guidance in the
Company’s finance manual, and the
consolidation process to prepare the
consolidated financial information which is
reviewed for accuracy by the Group finance
team and externally audited where required.
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Progress towards completion of actions
identified to improve internal control is
regularly monitored by management and the
Committee, contributing to the assurance on
controls effectiveness provided to the Board.
Based on the assessments undertaken during
the year and recognising the maturing nature
of the business control environment and
continued formalisation of processes, the
Board and Audit Committee are satisfied that
the Group operates an adequate system of
internal control.
Provision 29 preparation
The Committee designs its activities to respond
to areas of risk and change, and to support
management in its plans to develop the control
and assurance framework. During the year, a
significant focus has been on aligning our risk
and control framework to the new
requirements of Provision 29 of the UK
Corporate Governance Code 2024. This has
involved a more detailed review of the Group’s
principal risks, breaking these down into more
granular risk categories with particular
attention to those considered most material
to the business. From this, the Group has
identified and assessed the key controls in
place to manage these risks.
A key focus for FY26 will be the next stages
of the Group’s implementation of a risk
management and internal controls framework
to support the declaration of effectiveness of
material controls that the Board will be
required to make from FY27 onwards in
accordance with Provision 29 of the UK
Corporate Governance Code 2024. The project
has been led by the Group’s Head of Internal
Audit and Risk, with key information being
provided to the Committee. The Committee
remains in support of the steps being taken
by management and will continue to monitor
progress in this area.
Specific matters considered by the Committee
during the period in relation to its consideration
of the effectiveness of the Group’s internal
controls included:
internal audit reports produced in line with
the annual internal audit plan, including
management responses, covering the
following areas:
– Commissions
– UK and US financial controls
– Mexico tech hub
– US payroll
– Contractor management
review of the Group’s treasury policies and
controls;
review of tax risks and compliance;
review of the internal audit charter;
a report from the new Chief Information
Officer following a comprehensive
NIST-based baseline security assessment
conducted across all Group operations. The
assessment has informed the development
of a multi-year security maturity roadmap
focused on building upon the Group’s existing
security foundation;
the Group’s policies relating to the listing of
specific regulated items on US auction
marketplaces; and
controls around the operation of the
whistleblowing policy.
During the year, the Committee placed
particular emphasis on cyber security,
recognising it as a key area of operational and
strategic risk. Following the report from the
Chief Information Officer, the Committee
discussed both short- and long-term plans for
enhancing the Group’s cyber resilience and will
continue to monitor progress closely.
The internal audit programme for FY25
included internal financial controls as a focus
and the plan will continue to do so in FY26.
Risk management review
The Board has delegated to the Committee the
responsibility for monitoring the effectiveness
of the systems of risk management.
During the year, the Committee received a
presentation on the controls and risk appetite
relating to the sale of certain auction items,
such as regulated items or items controlled in
line with internal policies, through the Group’s
marketplaces. The local market conditions
and regulatory regimes along with the Group’s
response and risk management were
considered for each of the Group’s key markets.
The Committee, in supporting the Board to
assess the effectiveness of risk management
and internal control processes, relies on
reporting by management, compliance
reports and the assurance provided by
the external auditor. This approach enables
the Committee to review and monitor the
effectiveness of the Group’s risk management
systems. The Audit Committee has considered
and confirmed to the Board that such systems
were in place throughout the year and up to the
date of the approval of the financial statements.
The principal risks and uncertainties facing the
Group are addressed in the Strategic Report
and in the table on pages 36 to 41.
Internal audit
The purpose of internal audit is to provide
the management team and the Board, through
the Committee, with an independent, timely
and objective assessment of the risk, control
and governance arrangements in place in the
Group. The Group has an in-house Head of Risk
and Internal Audit who has access to external
specialists to support his work, where
appropriate. The Committee regularly considers
the scope and breadth of work involved and
remains confident that this is currently the
right resourcing strategy for the internal audit
function of the Group and is flexible to its
developing requirements.
The Committee reviewed and agreed the
proposed internal audit strategy for the period
to ensure that it was proportionate, focused
and provided the necessary assurance over
targeted aspects of the organisation’s strategic
risks, control and governance arrangements.
The internal audit programme is linked to risks
within the business and allows for audits to
be brought forward if felt necessary or for
additional audits to be built in for any other
areas of assurance that are identified over the
course of the financial year. The 2026 Internal
Audit Plan comprises audits focused on
principal risks, strategic priority areas and
site-based control audits.
The Committee has assessed the internal
audit function’s response to the updated
Global Internal Audit Standards, including
a forward-looking plan, and is satisfied that
the function is meeting the requirements.
The Committee is satisfied that the reports
received from the internal audit function during
the year have been of a high quality and that
management has taken, or agreed to take,
actions to respond to the control or procedural
recommendations identified. Internal audit is
only a part of the internal control system of
the Group, and we have been pleased to see
a continued focus of resources allocated to
the development and operation of a developing
control system across the Group during the
year. This has included further work by the
Group IT controls team, alongside the activities
of the Information Security Steering
Committee. During the year, leadership of this
Committee transitioned from the former Head
of Information Architecture and Security to the
newly appointed Chief Information Officer,
reflecting the Group’s commitment to
enhancing governance and oversight in
this area.
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Based on its findings, its own ongoing
assessment, including interactions with the
Group Audit Partner, the Audit Committee
remains satisfied with the quality, efficiency
and effectiveness of the audit and EY’s reports.
The Audit Committee will continue to review
the independence and quality of the external
audit to assess whether a tender should be
undertaken in advance of the regulatory
requirement in 2033. The Committee’s view is
that a tender process is not anticipated before
then and the regulatory timing remains in the
best interest of shareholders. Based on its
discussion and experience and its review of
effectiveness of the auditor, the Audit
Committee recommended to the Board that EY
should be recommended for appointment as
external auditor at the next AGM.
Auditor independence
The Committee is responsible for reviewing the
independence of the Group’s external auditor
and satisfying itself as to its continued
independence. EY has provided confirmation
that it remains independent of the Group and
its management.
The Committee concurred with that conclusion
after taking the following factors into
consideration:
confirmation that EY had adhered to its
policies and procedures to safeguard
independence and had followed necessary
guidance and professional standards in
relation to auditor independence;
the Committee’s monitoring of EY’s
processes for maintaining independence;
the Committee’s assessment of EY’s
challenge and professional scepticism; and
the absence of any threats to EY’s
independence including the absence of any
relationships between EY and the Company
(other than in the ordinary course of
business) which could adversely affect EY’s
independence and objectivity.
External audit
The work of the external auditor
The Committee discussed and agreed the audit
plan with EY. The audit approach and
identification of key audit matters were
reviewed in detail to ensure the audit approach
took full account of the changing shape of the
Group during the year and its resultant risk and
business profile. The Committee specifically
considered whether further work should be
requested in any area of the audit not already
identified as a focus area for EY. Whilst the
Committee were generally satisfied that no
extra work was required in addition to that
included in the audit plan, the Committee
asked EY to give heightened consideration to
the impact of the reduced year-end share price
and resultant market capitalisation on the
judgements made around indicators of asset
value impairment and to assist the Committee
in enhancing its understanding of good practice
in that area.
Audit quality and effectiveness
The Committee assessed the effectiveness of
the external audit throughout the year. EY
attended each of the Committee meetings and
closed sessions were held on a regular basis
between the Committee and EY, without
management in attendance. The Audit
Committee Chair also frequently met with the
Group Audit Partner.
During the year, the Committee reviewed the
effectiveness of the external audit through
discussions led by the Committee Chair
covering audit scope, planning, quality and
delivery, challenge and communication, working
relationship and team, and independence. The
FRC’s July 2025 external report on Audit Quality
Inspection and Supervision by EY was also
discussed by the Committee and the views of
relevant management team members were
also considered.
Provision of non-audit services
To preserve objectivity and independence, the
external auditor is asked not to provide other
services except those that are specifically
approved and permitted under the Group’s
non-audit services policy, which was reviewed
by the Committee during the year.
Non-audit services are generally not provided
by the external auditor unless specific
circumstances mean that it is in the best
interests of the Group that these are provided
by EY rather than another supplier. To ensure
the continuing independence of the auditor,
during the year the Committee reviewed and
approved the updated policy on audit
independence and non-audit services.
The policy is in line with the recommendations
set out in the FRC Guidance on the UK
Corporate Governance Code, and the
requirements of the FRC’s Revised Ethical
Standard (2024) and the Audit Committees and
External Audit: Minimum Standard (2023). It
also states that EY may only provide non-audit
services where those services do not conflict
with its independence. The key principles of
this policy are:
The Audit Committee has adopted the FRC’s
“whitelist” of permitted services for UK
incorporated Public Interest Entities (“PIEs”) as
set out in the Ethical Standard. These services
are allowed under UK statutory legislation and
comply with the European Union directive on
audit and non-audit services.
Permitted services include those that are
required by law and regulation, loan covenant
reporting, other assurance services closely
linked to the audit or Annual Report and
reporting accountant services.
For any non-audit permitted services the
following levels of authority apply:
a) up to £50,000 requires the approval of the
CFO;
b) in excess of £50,000 and up to £150,000
requires the approval of the CFO following
consultation with the Chair of the Audit
Committee; and
c) in excess of £150,000 requires the approval
of the Committee.
During the year, EY undertook a customary
review and provided a review opinion on the
interim report for the period to 31 March 2025.
It was not invited to tender for any other work.
No conflicts were found to exist between
the audit and non-audit work. The Audit
Committee therefore confirmed that the
Company and the Group continue to receive
an independent audit service.
Audit and non-audit fees
The Committee reviewed, and agreed, the audit
and non-audit fees for the Group for the year
ended 30 September 2025. The fee proposal
was discussed with management and the
external auditor, and after receipt of a detailed
schedule setting out the nature of the work
being undertaken, the location of that work
and the rates associated with the work, it was
approved by the Committee. Note 6 to the
Consolidated Financial Statements sets out the
breakdown of audit and non-audit fees payable
to EY in FY25.
The assurance services of $0.2m for FY25 and
$0.2m for FY24 include work performed for the
Group’s interim review opinions.
Audit tendering
The external audit was last tendered in 2023.
EY was awarded with the audit, and their first
audit of the Company and Group was for FY24.
The next time an audit will be tendered will
likely be in 2033 as required by regulation.
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Commiee effectiveness
An internal review of the Board and
Committees was undertaken during 2025.
Further information on the process can be
found in the Corporate Governance Report
on page 85.
The review found that members consider the
Audit Committee functions well and maintains
a constructive and healthy relationship with the
internal and external auditor. Risk and internal
control remain focus areas for the Committee,
particularly as the Company prepares for the
implementation of Provision 29 of the UK
Corporate Governance Code 2024 and the
Committee’s role supporting the Board in
attesting the Group’s material internal controls
in the coming years.
Areas of focus for FY26
The Committee has an annual plan to guide
its activities during the year. The key activities
to be undertaken in the financial year ending
30 September 2026 include:
Oversee and scrutinise the preparation
of the Annual Report for the year ended
30 September 2025 and the interim results
for the first half of FY26.
Consider and review key areas of financial
judgement and estimates used by
management in the preparation of the
financial statements.
Continue to prepare for and consider the
impact on the Group’s reporting and control
environment and corporate governance
framework of the UK Corporate Governance
Code 2024 in relation to internal controls.
The development of an audit and assurance
framework.
Audit partner tenure
External auditors are required to rotate the
audit partner responsible for the Group audit
every five years. The EY audit partner
responsible for the FY25 audit is Katie
Dallimore-Fox and she has held this role since
EY was appointed as auditor to the Company
at the AGM held on 30 January 2024.
CMA Order 2014 statement of compliance
The Company confirms that it has complied with
the provisions of the Statutory Audit Services for
Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order
2014 during FY25 in respect to audit tendering
and the provision of non-audit services.
As detailed earlier, the Committee considered
the effectiveness and independence of EY and
remained satisfied with their performance and
considers their reappointment at the 2026 AGM
to be in the best interests of the Company.
Audit Commiee and the External Audit:
Minimum Standard
The Audit Committee Report describes how
the Audit Committee has complied with each
of the provisions of the Minimum Standard
during the year (the External Audit section
of this report on page 105).
There were no shareholder requests for certain
matters to be covered in the audit during the
year and there were no regulatory inspections
of the quality of the Company’s audit.
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Consider and support the Company’s
approach to the management of key risk
areas, including cyber, particularly those
scheduled for review by internal audit
including, but not limited to, key financial,
operational and IT controls, and determining
which should be classified as material
controls for the purposes of Provision 29
of the UK Corporate Governance Code.
Monitor the continued consolidation and
standardisation of financial systems and
processes across the Group, including the
integration of Chairish into the organisation.
Support and understand the impact of
organisational changes in the finance team
structure.
Oversight of responsibilities and development
and use of AI within the Company and the
governance around it.
Continue to manage and oversee the
relationship with, and performance of,
the external auditor.
Participate in an internal review of the
Committee’s performance and a review
of its terms of reference.
Monitor progress of the internal audit plan
and the continuing development of the
Group’s systems of risk management and
internal control.
Continue to support the Board in the
oversight of ESG and sustainability-related
reporting, with a particular focus on
monitoring the latest developments in the
reporting on sustainability which continue
to evolve and become more complex.
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Annual Report 2025
The Committee’s terms of reference were
reviewed to ensure that these continued
to be fit for purpose and were last reviewed
in November 2025 to ensure they remained
compliant with the 2024 Code. Our terms of
reference are available on the Group’s website,
www.auctiontechnologygroup.com.
The Company Secretary acts as Secretary
to the Committee.
Nomination Commiee composition
and meetings
All Non-Executive Directors are members of
the Committee. During the year, the Committee
welcomed Andrew Miller and Sejal Amin as
members, following their appointment to the
Board. Having all Non-Executive Directors
appointed to the Committee ensures we are
strongly positioned to meet our responsibilities
with a breadth of experience and expertise.
Further information on each of the Committee
members can be found on pages 93 to 95..
Meetings are attended by the Chief Executive
Officer and Chief People Officer, and other
relevant attendees by invitation.
The Commiee’s key activities during
the period ended 30 September 2025
Recommended the election and re-election
of the Directors at the 2025 AGM following
a review of their independence and time
commitments.
Oversaw the internal performance review
of the Board and Committees undertaken
during the year.
Completed a performance review of the
effectiveness of the Nomination Committee
as part of the wider Board and Committees
performance review.
Monitored progress on organisation and
succession planning for the Board and senior
management and the development of a
diverse talent pipeline.
I am delighted to present the Nomination
Commiee Report for the year ended
30 September 2025.
This was a busy year for the Committee with
a strong focus on leadership succession.
During the year, the Committee oversaw
the appointment of two Non-Executive
Directors, Andrew Miller and Sejal Amin, and
the appointment of Sarah Highfield as CFO,
following the departure of Tom Hargreaves.
This report outlines how the Committee
discharged the duties delegated to it by the
Board and explains the key matters considered
by it in doing so.
Role of the Commiee
We continued to undertake our role of reviewing
the size, structure and composition of the
Board, Committees and senior leadership of the
Company. Our primary aim remained to ensure
that the Company is structured to achieve its
strategic objectives and that plans are in place
for orderly, diverse and inclusive succession to
the Board, Committees and senior management
positions, and to lead the process for identifying
and recommending potential candidates to the
Board. Following each meeting, the Committee
reports to the Board on how it has discharged
its responsibilities and any recommendations
made by the Committee.
Conducted a Board strategy review and
evaluated the composition of the Board
and its Committees to ensure alignment
of relevant skills, experience and diversity
to the Company’s business strategy.
Considered succession planning for the
composition of the Audit Committee and
the role specification to replace Scott Forbes
in order to comply with the UK Corporate
Governance Code, following his appointment
as Board Chair.
Considered succession planning for the
composition of the Remuneration Committee
and the role specification for a Remuneration
Committee Chair successor and an additional
member to join the Committee, following the
appointment of Scott Forbes as Board Chair.
Managed the recruitment process and
appointment of a Non-Executive Director
with financial, governance, risk management
and sector experience with the support
of a leading executive search firm, leading
to the appointment of Andrew Miller on
21 November 2024.
Managed the recruitment process and
appointment of a Non-Executive Director
with relevant technology experience, with
the support of a leading board director search
firm, leading to the appointment of Sejal Amin
on 3 February 2025.
Oversaw the process to appoint a new
Chief Financial Officer, with the support of
a specialist executive search firm, following
the resignation of Tom Hargreaves in October
2024 and his departure on 28 February 2025,
leading to the appointment of Sarah Highfield
on 15 May 2025.
Oversaw the induction programme for newly
appointed Directors.
“This was a busy year for the
Committee with a strong
focus on leadership
succession.”
Sco Forbes
Nomination Committee Chair
Members
Number of scheduled
meetings aended1
Scott Forbes (Chair)
2/2
Sejal Amin
2
1/1
Suzanne Baxter
2/2
Andrew Miller
2
1/1
Pauline Reader
2/2
Tamsin Todd
2/2
1.
In addition to these scheduled meetings, the Committee
held two ad hoc meetings during the year. In total, all
Committee members attended all meetings they were
eligible to attend during the year.
2.
Andrew Miller was appointed Non-Executive Director
and member of the Nomination Committee on
21 November 2024.
Sejal Amin was appointed Non-Executive Director
and member of the Nomination Committee on
3 February 2025.
Both Andrew Miller and Sejal Amin attended all
meetings of the Nomination Committee they were
eligible to attend.
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Key areas of focus during the period
The Committee held two scheduled meetings
during the year and two ad hoc meetings. The
Committee’s main focus in both scheduled
meetings was on organisation and succession
planning, Board composition, and diversity and
inclusion, further details for which can be
found below. Additional ad hoc meetings were
convened to consider the appointment of
Directors during the year.
Succession planning
Following my appointment as Chair of the
Board in August 2024, Non-Executive Director
succession was at the forefront of the
Committee’s agenda. As reported last year,
Andrew Miller was appointed to the Board in
November 2024, and our objective to appoint a
further Non-Executive Director was completed
with the appointment of Sejal Amin in February
2025. With Morgan Seigler stepping down from
the Board in December 2024, our succession
plans ensured the Board remained effective
with the necessary skills and experience to
drive forward the Company’s strategy.
Following Tom Hargreaves’ resignation
in October 2024, our efforts were also
concentrated on executive succession,
resulting in the appointment of Sarah Highfield
announced in January 2025. Sarah joined
the Board in May 2025, and prior to her
appointment the Committee and Board oversaw
the procedures to assign CFO responsibilities to
competent senior executives for an interim
three-month period.
Directed the Company’s compliance with the
UK Listing Rules provision that at least one of
the positions of Chair, CEO, CFO or SID is filled
by a woman, with Sarah Highfield appointed
as CFO during the year, and Suzanne Baxter
appointed as SID in the prior year.
Considered and recommended several Board
changes during the year, following which the
Board comprised eight Directors at the year
end, of which 62% are women, and 25% are
from ethnic minority backgrounds, and two
women are represented within the group of
Chair, Chief Executive Officer, Chief Financial
Officer and Senior Independent Director.
Achieved revised minimum year-end targets
under the FTSE Women Leaders Review that
the Board comprises at least 40% women
and at least one of the Chair, CEO, CFO or SID
is a woman.
Reviewed and approved the Chief Executive
Officer’s recommendations for an 18%
percentage target for the share of senior
management from an ethnic minority
background by 2027, as required by the
Parker Review.
Reviewed and recommended the Board’s
diversity policy for Board approval, which sets
out the Company’s targets for Board diversity
and the role of the Nomination Committee to
monitor and report on progress (available at
www.auctiontechnologygroup.com).
Reviewed the diversity data required by the
FY25 Annual Report on gender diversity or
sex and the ethnic diversity of the Board and
senior management.
Approved the revised terms of reference for
the Nomination Committee.
Alongside the Board changes during the year,
the Committee continued to conduct a detailed
review of long-term succession plans for the
Board, including the Executive Directors and
Senior Management Team. The Committee’s
discussions focused on, but were not limited
to, the key Board roles of Chair, CEO, CFO and
SID and also considered emergency and
contingency succession in the event of
unforeseen circumstances.
The Committee reviewed the short and
medium-term plans for succession within the
Senior Management Team, noting the number
of individuals in the Group capable of being
developed over the next few years, as well as
short-term emergency cover for contingency
planning purposes.
Appointment of new Non-Executive
Directors
A key responsibility of the Committee is to
ensure that the capabilities and experience
match those required for the Company to
meet its strategic objectives. During the year,
the Committee managed the orderly transition
for internal succession and conducted search
processes for replacement Executive and
Non-Executive Directors with a focus on
candidates that may best contribute relative
to the business requirements.
As reported last year, we partnered with
independent search consultancies Korn Ferry
and Russell Reynolds, utilising their experience
in placing directors with chair, finance, online
marketplaces and technology experience, to
facilitate the processes to search for two further
independent non-executive directors. Korn Ferry
and Russell Reynolds have no connection with
the Company or individual Directors. Korn Ferry
were engaged as remuneration consultants to
the Remuneration Committee during FY24. The
Nomination Committee was satisfied that the
remuneration and recruitment businesses within
Korn Ferry were separate and distinct.
Nomination Committee Report
|
Continued
“During the year, the
Committee oversaw the
appointment of two new
Non-Executive Directors,
Andrew Miller and
Sejal Amin, and the
appointment of Sarah
Highfield as CFO. Our
succession plans ensured
the Board remained
effective with the necessary
skills and experience
to drive forward the
Company’s strategy.”
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Auction Technology Group plc
Annual Report 2025
Sarah has wide-ranging financial and
commercial experience and brings extensive
experience of operation as a CFO, superior
financial discipline and the ability to manage
growth globally, including in North America.
She is recognised for her strong credentials
in business partnering across organisations,
fostering collaboration to drive sustainable
commercial success. Her financial expertise
and knowledge make her a trusted adviser and
leader. She has a track record of implementing
performance improvement programmes and
leading M&A processes.
Sarah’s induction was planned to take account
of key corporate events and allow her to get to
know her core team and the wider workforce.
She has also met with shareholders and other
external stakeholders since her appointment.
Board induction and training
On appointment, all Directors receive a
comprehensive induction, tailored to their
individual skills and experience, and designed
to give them a thorough overview and
understanding of the business. This induction
programme includes meetings with key
members of the Senior Management Team.
New Directors also receive induction materials
including information on our strategy and
KPIs, our recent financial performance, our
governance framework, Director responsibilities,
the regulatory framework in which we operate,
risk management and internal control systems,
and the policies supporting our business
practices. Both Andrew Miller and Sejal Amin
joined the Board on 21 November 2024 and
3 February 2025, respectively, as independent
Non-Executive Directors. One-to-one meetings
with our Senior Management Team, business
leaders and functional leaders, internal and
external auditors and appropriate advisers were
arranged. They both further participated in
relevant inductions regarding the Audit and
Remuneration Committees which they joined.
All of our Non-Executive Directors have
full access to our Executive Directors
and Senior Management Team outside
scheduled Board meetings and can attend
Company and employee events and briefings.
Non-Executive Directors regularly meet with
management, enhancing their understanding
of the business. Individual Board members are
encouraged to keep their skills and knowledge
up to date and have access to training. All
Directors can seek advice from independent
professional advisers, at the Group’s expense,
where specific expertise or training is required to
enable them to perform their duties effectively.
Diversity and inclusion
The Board remains committed to maintaining
a Board with a diverse set of skills, experiences
and backgrounds. The Committee reviews the
Board diversity policy on an annual basis. The
UK Listing Rules require listed companies to
disclose annually their position against the
target of 40% women on listed company
boards and the provision that at least one of
the positions of Chair, CEO, CFO or SID is filled
by a woman. The Board is pleased to disclose
that the Company achieved both targets as of
the end of the financial year. Our female
representation on the Board increased from
42.9% at 30 September 2024 to 62% at
30 September 2025. Since the appointment
of Sarah Highfield as Chief Financial Officer,
we now have two senior Board positions held
by women, with Suzanne Baxter holding the
position of Senior Independent Director.
As set out in last year’s report, following a
rigorous process facilitated by Korn Ferry, the
appointment of Andrew Miller was approved
on 21 November 2024. Andrew is currently CEO
of Motability Operations and a Non-Executive
Director of Channel 4 Corporation, where he is
also Audit Chair. His experience covers business
strategy for online marketplace businesses,
and executive and financial leadership. For
further details on Andrew’s skills and
experience, see page 95.
Russell Reynolds, who is a signatory of the
Voluntary Code of Conduct for Executive
Search Firms, was engaged to assist with
the search for a second independent
Non-Executive Director. The Committee
recognised that given the changes to the
Board, a further Board member with relevant
technology experience would be beneficial.
As for all appointments, diversity remained a
key consideration. Russell Reynolds was tasked
with enabling us to make appointments that
met the aims and objectives of the Board
diversity policy. Following the initial briefing
and research phase, a longlist of candidates
was prepared by Russell Reynolds that
comprised a diverse range of candidates,
including those from ethnic minority
backgrounds and women. A shortlist of
candidates was agreed by the Committee,
following which there was a comprehensive
assessment and interview process which
included meeting a selection of the
Non-Executive Directors and the CEO.
Feedback was discussed at each stage to
review candidates based on the specification
and following the interview and referencing
process, the Committee reached agreement
on their preference to appoint Sejal Amin to
the Board.
Sejal is currently Chief Technology Officer
of Priceline, a part of NASDAQ listed Booking
Holdings Inc. Sejal was previously Chief
Technology Officer of Shutterstock and Chief
Technology Officer within Thomson Reuters
Group businesses. An experienced senior
executive and tech leader, she brings
exceptional knowledge of digital, technology,
cyber and IT security matters from working
within innovative companies. See page 95 for
further information on her skills and experience.
Chief Financial Officer recruitment
Following the resignation of Tom Hargreaves,
the Committee appointed Redgrave Search
Limited as an external search consultant for
the appointment of CFO. Redgrave Search
Limited had no connection with the Company
or individual Directors. Redgrave proposed an
initial shortlist of high-quality candidates from
a range of backgrounds for review by the Chair
and Senior Independent Director. Following this
review, several candidates were interviewed by
the Chair, Senior Independent Director and CEO.
Following these initial interviews, and keeping
in mind the balance of skills, knowledge and
experience and diversity on the Board, the
Committee decided to proceed with further
extensive interviews and assessments for
select candidates.
The Committee carefully considered the
proposed candidates, their experience and the
results of the assessment process and after
due and careful consideration, determined that
Sarah Highfield would be the best candidate for
the role.
As stated in the Board of Directors’ biographies
on page 94 Sarah was previously CFO of Away
Resorts Limited, CEO of Elvie and Group Chief
Financial Officer of Costa Coffee. Sarah is also
a Non-Executive Director of Coats plc where
she is Chair of the Audit and Risk Committee
and a member of the Nomination Committee
and Sustainability Committee.
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Auction Technology Group plc
Annual Report 2025
The tables below set out data about the gender and ethnicity of the Board and
senior management as at 30 September 2025, in the format prescribed by the
UK Listing Rules
(a) Gender identity or sex
Number
of Board
members
Percentage
of the
Board
Number of
senior
positions on
the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage
of executive
management
Men
3
38
2
4
50
Women
5
62
2
4
50
Not specified/prefer not to say
(b) Ethnic background
Number
of Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White
(including minority-white groups)
6
75
3
5
63
Mixed/Multiple Ethnic Groups
1
12.5
1
2
25
Asian/Asian British
1
12.5
1
12
Black/African/Caribbean/
Black British
Other ethnic group, including
Arab
Not specified/prefer not to say
For the purposes of this table, executive management includes the Company’s Senior
Management Team and the Company Secretary.
No further changes have occurred to the composition of the Board or Senior Management Team
between 30 September 2025 and 25 November 2025, the date this document was approved.
The Board reviews its diversity policy on an
annual basis to ensure it has been expanded
to cover wider diversity characteristics beyond
gender and ethnicity, including disability, sexual
orientation, socio-economic background and
cognitive diversity. The Board’s policy is to
encourage diversity within long and shortlists
as part of the overall selection process for
Non-Executive Director roles when
appointments are made.
The Board is supportive of the ambition shown
in reviews on ethnic diversity, including the
Parker Review recommendation for all FTSE
250 boards to have at least one director of
colour by 2024. The Board, having consulted
with the Nomination Committee, believes that
it has achieved this target, with around 25% of
the Board representing an ethnic minority.
The Board has considered the extension of
the scope of the Parker Review to encompass
senior management teams operating in the UK
as well as board directors in disclosures on
ethnic diversity, which we fully support. We
also support the request to set and publish
our own target percentage for minority ethnic
representation in senior management positions.
During the year the Committee supported the
Chief Executive’s recommendation that the
Company set a target of 18% for the share of
senior management from an ethnic minority
background, by 2027.
We will report on progress towards this target
in each Annual Report. As at 30 September
2025 37% (FY24: 42.8%) of the global Senior
Management Team is represented by executives
with an ethnically diverse background.
Nomination Committee Report
|
Continued
FCA UK Listing Rules – diversity
reporting
The Committee is cognisant of the
requirements on diversity and inclusion
disclosures set out in the UK Listing Rules,
which apply to the Company for this reporting
period, to include data in a prescribed format
about the gender identity or sex, and the ethnic
diversity of members of the Board and
executive management. Our disclosures are
set out as at our chosen reference date of
30 September 2025.
Approach to data collection
The Company has used a consistent approach
to collecting the gender and ethnicity data
displayed in the tables below, the source of
which is the Group’s HR database. For ethnicity,
employees are asked to self-identify at the
start of employment based on the Office for
National Statistics (UK and Germany) and EE01
(North America) ethnicity categories. Employees
can update this information at any time during
their employment and are periodically
reminded to provide their gender and ethnicity
information, if they have not done so already.
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Auction Technology Group plc
Annual Report 2025
Board performance review
The Board undertook an internally facilitated
performance review during the year, the
approach for which was overseen by the
Committee and the results for which are set
out on page 85.
Key activities proposed for the financial
year ending 30 September 2026
Continue to monitor the evaluation of the
strategic business objectives to ensure
continued alignment with capabilities and
experience on the Board and in senior
management.
Continue to embed organisation and
succession planning for the Board and senior
management.
Monitor the Non-Executive group to ensure
the Board maintains targets under the FTSE
Women Leaders Review that the Board
comprises at least 40% women.
Provide guidance on the development of the
Company’s diversity strategy.
Review succession planning scenarios for the
Executive Directors and Senior Leadership
Team over the short, medium and long term.
Sco Forbes
Nomination Committee Chair
25 November 2025
The Corporate Governance Report on pages
82 to 92 provides further information on the
Board’s current composition and its plans to
continuously improve skills and diversity.
As at 30 September 2025, the Board met the
recommendations of the FTSE Women Leaders
Review relating to female membership of the
Board. The Board consisted of three males
(38%) and five females (62%), and in terms
of wider leadership, the Senior Management
Team, as defined by the Corporate Governance
Code, which included the Company Secretary,
consisted of four males and four females.
The Group strives to achieve a gender balance
across all levels of the organisation (with
proportional representation to the regions
in which we work) through recruitment and
succession planning.
There is further information on the Group’s
diversity and inclusion policies and activities
during FY25 in the Sustainability Report on
pages 50 to 77.
External directorships
The Committee keeps under review the
number of external directorships held by each
Director. Any external appointments or other
significant commitments of the Directors
require the prior approval of the Chair, or, in
the case of the Chair, the Senior Independent
Director. The Chair takes into account investors’
published voting policies on the number of
board mandates considered appropriate for
directors when considering Directors’ proposed
appointment to additional boards. During the
year, any relevant additional appointments of
Board Directors were considered in accordance
with this process and were announced
where appropriate.
Election and re-election of Directors
In accordance with the provisions of the Code,
all Directors will retire at the forthcoming
AGM of the Company and the Board has
recommended their election or re-election.
In reaching its decision, the Board acted on
the advice of the Nomination Committee.
Having assessed numerous criteria such as
independence, time commitments and other
directorships, meeting attendance, skills,
knowledge and experience and Board diversity,
the Chair, the Committee and the Board are
satisfied that all Directors continue to be
effective in and demonstrate commitment
to their respective roles, and the Committee
is satisfied that they devote sufficient time
to their duties, demonstrate enthusiasm
and commitment to their roles, and make a
valuable contribution to the leadership of the
Company. The background and experience of
all Directors and reasons and rationale that the
Board supports their election or re-election are
on pages 93 to 95.
Non-Executive Director appointments to
the Board are for an initial term of up to
three years. Non-Executive Directors are
typically expected to serve two three-year
terms, although the Board may invite the
Director to serve for an additional period
on the recommendation of the Committee.
Non-Executive Directors are appointed under
formal appointment letters which are available
for inspection at the registered office of the
Company during normal business hours and
at the AGM.
Nomination Committee Report
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Auction Technology Group plc
Annual Report 2025
Dear Shareholder
I am pleased to present the Directors’
Remuneration Report for the financial year
ended 30 September 2025. This report is
divided into three sections: my statement,
a summary of the Directors’ remuneration
policy approved at the AGM in January 2025,
and our Annual Report on Remuneration,
which explains the decisions we have taken
in implementing the Directors’ remuneration
policy, both for FY25 and looking ahead to
FY26. The report has been prepared in line
with the relevant UK reporting requirements.
The business context
During FY25, the business continued to execute
against its strategic priorities in competitive
markets, with a focus on platform development
to improve conversion rates and the continued
growth of value-added services. The
management team performed strongly amidst
uncertainty in the underlying markets we serve.
We are cognisant of the share price reduction
following our revision of profit margin guidance in
August 2025, and our remuneration decisions for
the fiscal year reflect alignment with the overall
shareholder experience and the interests of
stakeholders more broadly. We have sought
to ensure that the remuneration framework
continues to effectively link performance with
reward and supports the attraction, retention
and motivation of high-calibre colleagues, the
majority of whom are based in North America.
Full details are set out below.
Directors’ remuneration policy
We were delighted to receive 100% support for
the Directors’ remuneration policy at the AGM in
January 2025. As explained in last year’s report,
the policy remains broadly unchanged from
that put in place at the time of the IPO in 2021.
Key Commiee activities during the year
Seeking approval from shareholders for the
renewed Directors’ remuneration policy.
Review of wider workforce remuneration and
related policies, including an assessment of
equity provision across the Company in the
different regions in which ATG operates.
Review of the performance metrics used for
incentive schemes.
Review of incentive outcomes and
consideration of whether they were aligned
to Company performance over the short and
long term.
Review and approval of salary levels for the
Executive Directors and senior management.
Assessment of market trends and other
developments and the implications for the
implementation of the remuneration policy.
Annual review of the Committee’s terms of
reference.
Receiving reports and advice from advisers
on a range of matters.
Annual review of the Committee’s external
advisers.
It includes a market-standard mix of fixed
and variable remuneration, with long-term
incentives provided through a conventional
performance share plan. There are no policy
changes proposed for FY26.
Executive remuneration during the year
under review
For FY25, executive remuneration operated
in line with the approved policy. As previously
disclosed, following a review of Executive
Director salaries in 2023, the Committee
agreed a phased adjustment over three years
culminating in a 22% increase to £550,000 for
John-Paul Savant (CEO). In FY25 John-Paul’s
salary was therefore increased to £517,500,
the second of three planned increases.
Following the end of FY25, the Committee
reviewed the Company’s performance against
the targets set for the incentive schemes. The
annual bonus scheme for the year was based
on the achievement of targets linked to
adjusted EBITDA, revenue and non-financial
measures linked to the achievement of specific
objectives. The non-financial measures were
designed to ensure that the management team
was rewarded for achievement of key strategic
goals important to ATG’s long-term growth.
The adjusted EBITDA and revenue metrics were
partially achieved, with performance recorded
between the threshold and target levels set
at the start of the year. The non-financial
measures were achieved at between target and
stretch levels, although payout for this element
was capped at the target level. The overall
bonus outcome for the year was therefore
45.5% of the maximum available. John-Paul
Savant has requested that his bonus be
reduced by half, to 22.8% of the maximum
payable, to further demonstrate and emphasise
alignment with shareholders. The Committee
considers these outcomes to be fair in the
context of the performance achieved and
Tamsin Todd
Remuneration Committee Chair
Members
1
Number of scheduled
meetings aended
3
Tamsin Todd (Chair)
4/4
Scott Forbes
4/4
Suzanne Baxter
4/4
Sejal Amin
2
2/2
1.
In addition to these scheduled meetings, the Committee
held four ad hoc meetings during the year. All
Committee members attended all of the ad hoc
meetings they were eligible to attend during the year.
2.
Sejal Amin was appointed to the Committee on
3 February 2025.
3.
Andrew Miller served as a member of the Committee
from 21 November 2024 to 3 February 2025. No
scheduled Committee meetings took place during this
period.
Remuneration Committee Report
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Auction Technology Group plc
Annual Report 2025
Following her appointment, Sarah was granted
an LTIP award of 200% of basic salary. The level
of the grant and the performance conditions
are the same as those which applied to
John-Paul Savant earlier in FY25, and which
are set out on page 123.
Additionally, Sarah was granted an award
over ATG shares worth £150,000 in connection
with her recruitment. This award took into
account incentives forfeited by Sarah as a
result of her decision to join ATG. The award
will vest in three equal annual tranches over
a three-year period.
The termination arrangements for Tom
Hargreaves, Sarah’s predecessor, were
summarised in last year’s report and set out in
detail in the required website statement when
Tom stepped down from the Board in February
2025. Full details are also included on page 124.
The treatment of Tom’s remuneration was in
line with the Directors’ remuneration policy and
the relevant incentive plan rules. No payment
for loss of office was made.
Our approach to executive remuneration
for FY26
We have considered carefully the implementation
of the remuneration policy for FY26. The key
decisions are as follows:
Basic salaries
To further demonstrate and emphasise
alignment with shareholders, John-Paul
Savant opted to defer the third instalment of
his pay increase to £550,000 that was due to
come into effect for FY26 (as originally set out
in the FY23 Directors’ Remuneration Report).
Accordingly, his salary for FY26 remains
unchanged at £517,500.
is satisfied that realised pay is correlated with
performance and other objectives. In line with
the Directors’ remuneration policy, 75% of the
bonuses to the Executive Directors will be paid
in cash, with the other 25% deferred into an
award of shares under the Deferred Share
Bonus Plan (“DSBP”). Details of the bonus
performance targets, the performance
achieved and the resulting bonus payments are
included in the Annual Report on Remuneration.
The FY23 LTIP awards granted in December
2022 had a performance period which ended
on 30 September 2025. The awards were
subject to adjusted diluted EPS targets. The
level of adjusted diluted EPS growth over the
three-year performance period was below the
minimum level of performance required for
threshold vesting and, as a result, the awards
will lapse in full. The Committee has not
exercised any discretion to override the result.
The Committee is comfortable that all decisions
relating to executive remuneration during the
year were appropriate in the context of ATG’s
performance and have taken account of the
experience of shareholders alongside the
Company’s strategic progress. As a result, we
consider that the Directors’ remuneration policy
operated as intended.
Change of CFO
We were delighted to welcome our new CFO
Sarah Highfield in May 2025. Sarah’s overall
remuneration was set at a level that is
consistent with her predecessor, and with
the Directors’ remuneration policy, and which
reflects her level of responsibility and her
extensive experience. Sarah receives a salary
of £425,000 and pension contributions of 6%
of salary, consistent with our UK workforce.
Maximum bonus opportunity is 125% of basic
salary, and Sarah participated in the FY25
bonus scheme on a pro-rata basis.
Following ATG’s standard policy that
employees joining in the second half of the
year are not eligible for a salary increase, Sarah
Highfield’s salary remains at £425,000 for FY26.
The average salary increase across the wider
workforce is 3.3%.
Annual bonus
The maximum annual bonus opportunity for
FY26 will be 125% of salary, in line with the
remuneration policy limit. The performance
measures for the FY26 bonus will remain
appropriately challenging. In order to reflect
the Company’s focus on delivering financial
performance, the Committee has decided to
forego the use of non-financial measures this
year. The bonus will be payable subject to the
achievement of revenue (50% weighting)
and adjusted EBITDA (50% weighting). 25%
of any bonus will be deferred into shares
for three years and malus and clawback
provisions apply.
LTIP
The Executive Directors will be granted an
LTIP award at the normal level of 200% of
salary. The number of shares to be granted
will be calculated based on the average of
daily closing prices over a six-month period.
This calculation yields a higher grant price
than the Company’s practice in prior years
when the grant price was based on an
average of the five-days following the
announcement of annual results. Further, a
provision will be included in the award which
enables the Committee to reduce the level of
vesting if it considers there to have been a
windfall gain over the vesting period. These
measures are felt to be appropriate by the
Committee taking into account the fall in
share price since August. Full details are set
out on page 128.
The LTIP awards will vest subject to the
satisfaction of performance conditions over
the next three-year period. This year, after
careful consideration, we have decided to
keep total shareholder return (“TSR”), and to
reinstate adjusted diluted earnings per share,
as key performance conditions.
45% of the total award is based on ATG’s
outperformance of the FTSE All Share index
(excluding investment trusts) on a TSR basis,
with full vesting for upper quartile
performance. This index has been chosen as
a comparator group given ATG’s membership
of the index and the inclusion of other listed
companies of a similar size and scale within
the group.
A further 45% will be based on growth in
adjusted diluted earnings per share, thus
rewarding ATG’s financial performance over
an extended period. Adjusted diluted EPS was
used as a performance measure prior to FY25.
The final 10% will again be based on
reductions in carbon emissions reflecting
ATG’s commitment to being a responsible
and sustainable business.
The specific targets which have been set for
all of these measures are set out on page 128.
As normal, a two-year post-vesting holding
period will apply to the FY26 award and it will
be subject to the standard malus and
clawback provisions.
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Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
The remuneration policy includes
a number of features which give the
Committee additional control, such as the
ability to override incentive outcomes if
considered appropriate and the operation
of recovery and withholding provisions for
incentives. These recovery and withholding
provisions (malus and clawback) were not
invoked during FY25.
Predictability:
While it is not possible
to precisely predict the level of overall
reward for the Executive Directors in
any one year, the policy operates with
reasonable limits which mean that outsize
payments are highly unlikely. We provide
an illustration of potential outcomes under
different scenarios (see page 119).
Proportionality:
The performance
conditions chosen for the annual bonus
scheme and the LTIP in each year are
closely linked to the successful delivery
of strategy over the short and long term.
The Committee carefully considers the
optimum metrics and targets ahead of
making decisions on the operation of
the policy each year. A combination
of the target-setting process and the
Committee’s overriding discretion to adjust
outcomes ensures that poor performance
will not be rewarded.
Alignment to culture:
The success of
the business continues to be based on a
combination of innovation, collaboration
and performance, driving value-add
activities to enhance long-term shareholder
value. The remuneration policy directly
incentivises the Executive Directors and
other members of the Senior Management
Team to continue to focus on these
activities, for the benefit of all stakeholders.
Remuneration across the Company
Across the business, ATG continues to focus
on providing remuneration that fairly rewards,
attracts, retains and motivates high-calibre
talent that is necessary to ensure the ongoing
success and growth of the Company.
Remuneration is designed to be competitive
in the context of the specific markets in which
the Company operates.
During the year, the Committee considered
various matters relating to wider workforce
remuneration, including the use of equity
across the business. Consistent with market
dynamics, ATG grants restricted stock to
members of the management team, with
vesting profiles based on market practice in the
country in which they are located. Equity is also
granted more broadly across the organisation
to help encourage an alignment of interests
between employees and shareholders. The
Committee has reviewed below-Board
incentivisation and is satisfied that the current
approach remains appropriate. We will keep
incentives for the wider workforce under review
on a regular basis.
In addition to my role as Remuneration
Committee Chair, I am also the designated
Non-Executive Director for workforce
engagement. In this role, I participate in at least
two employee engagement sessions each year,
where a range of matters are discussed,
including remuneration and benefits topics.
This year, I provided an overview of the
Committee’s role and its work reviewing
workforce remuneration. Topics discussed
included ATG’s remuneration principles and
the range of benefits offered by the Company
to employees.
Remuneration Committee Report
|
Continued
Engagement with shareholders
The Committee values dialogue with
shareholders on remuneration matters as
we work to align remuneration to Company
strategy and shareholder value. During the
financial year we sought feedback from major
shareholders on the changes to the Directors’
remuneration policy ahead of the 2025 AGM. No
major concerns were raised, as demonstrated
by the very strong level of investor support
recorded at the AGM. We continue to welcome
comments and feedback from shareholders on
our approach.
The AGM
At the Company’s forthcoming AGM in 2026,
shareholders will be asked to approve this
Directors’ Remuneration Report by way of
an advisory resolution.
I hope the Committee can count on your
support at the AGM. We remain fully
committed to shareholder dialogue and
engagement and I will be present at the
meeting to answer any questions you may have
on our approach to executive remuneration.
Tamsin Todd
Chair of the Remuneration Committee
25 November 2025
The UK Corporate
Governance Code
The Board is strongly supportive of the UK
Corporate Governance Code and considers
that there is full compliance with the
remuneration-related provisions of the Code.
This year, ATG is formally reporting against the
2018 version of the Code for the last time. The
remuneration policy and its implementation
are consistent with the factors set out in
Provision 40 of the 2018 Code, as illustrated
below. Next year, we will be formally reporting
against the 2024 version of the Code.
Clarity:
The remuneration policy has been
designed to provide clarity to all interested
parties. The Remuneration Committee has
explained the policy and its
implementation in a clear and transparent
fashion in this Directors’ Remuneration
Report. The Committee has a policy of
engaging in two-way dialogue with major
shareholders and with representatives of
the workforce on remuneration matters.
Simplicity:
The remuneration policy is
relatively simple and consistent with
standard practice for UK-listed companies
of a similar size to ATG. The rationale for
each element of Directors’ pay and
explanations of the Committee’s decisions
in respect of operating the policy are set
out in this report.
Risk:
The policy operates within clearly
defined limits and the potential for rewards
that would be considered excessive in the
UK listed context is low. Nevertheless, the
Committee is alive to the risks inherent in
operating incentive schemes and has
therefore ensured that the targets which
have been set for the annual bonus
scheme and the LTIP do not encourage
inappropriate levels of risk-taking.
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Financial Statements
Further Information
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Auction Technology Group plc
Annual Report 2025
The Directors’ remuneration policy sets out the framework for the remuneration of the Directors of Auction Technology Group plc. Payments to Directors and payments for loss of office can only be
made if they are consistent with the terms of the approved remuneration policy. The policy was formally approved by shareholders at the AGM held in January 2025, with a vote in favour of 100%, and
no changes are proposed this year. A summary of the key features of the Directors’ remuneration policy is included below for informational purposes only. The full policy is included in the Annual
Report for the year ended 30 September 2024 and is also available on the Group website at www.auctiontechnologygroup.com. If there is any discrepancy between the summary and the full policy, the
full policy will prevail.
Element
Purpose and link to strategy
Operation
Opportunity
Basic salary
Provides a basic level of
remuneration to ensure the
Company can recruit and retain
individuals with the required skills
and experience to deliver on the
Company’s strategy.
The salaries for Executive Directors depend on their experience and the scope of
their role. The Remuneration Committee also has due regard to practices at peer
companies of equivalent size and complexity and also of the pay and conditions
of the workforce generally.
Base salaries will typically be reviewed on an annual basis, with any change
normally taking effect from 1 October.
The receipt of basic salary is not subject to the achievement of performance
conditions.
Salary increases will depend on a number of factors, including
individual and Company performance, pay increases for the wider
workforce and levels of inflation.
Individuals who are recruited or promoted to the Board may have
their initial salary set at a lower level than would otherwise be the
case until they become established in their Board role.
Subsequent increases in their salary may be higher than the
average, subject to their ongoing performance and development.
Benefits
Provide a market-competitive
benefits package to supplement
basic salary and to aid the
recruitment and retention of
Executive Directors.
Executive Directors are entitled to receive a standard benefits package, including
(but not limited to) private medical insurance, permanent health insurance and
life assurance.
The Committee has the discretion to amend individual benefits and the overall
benefits package and may introduce new benefits within the policy period.
The receipt of benefits is not subject to the achievement of performance
conditions.
Benefits are not subject to a specific maximum opportunity under
this policy but in normal circumstances the value of benefits
provided is not expected to change materially year on year.
The Committee will consider the benefits available to the wider
workforce when considering any changes to the benefits package
for Executive Directors.
Pension
Provides a market-standard
retirement benefit to supplement
basic salary and to aid the
recruitment and retention of
Executive Directors.
Executive Directors can receive a Company pension contribution, or a cash salary
supplement in lieu of a Company pension contribution.
All Executive Directors (existing and new) receive pension contributions which are
aligned to the rate payable to the majority of the wider workforce.
The receipt of pension contributions (or cash in lieu) is not subject to the
achievement of performance conditions.
The maximum level of Company pension contribution or cash
supplement is 6% of basic salary, which is aligned to the rate
currently available to the majority of the wider workforce.
If the rate payable to the majority of the wider workforce
increases over the policy period, the Committee has the discretion
to increase the rate payable to the Executive Directors above 6%
so that it remains aligned with the wider workforce rate.
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Annual Report 2025
Element
Purpose and link to strategy
Operation
Opportunity
Annual bonus
scheme and
Deferred Share
Bonus Plan (“DSBP”)
Provide an annual incentive to
reward Executive Directors for
the achievement of performance
objectives linked to the short-term
strategic objectives of the business,
with ongoing alignment with
shareholders achieved through the
deferral of a portion of the bonus
into shares.
Annual bonuses are payable subject to the achievement of performance targets
set by the Remuneration Committee. These targets will be determined by the
Committee on an annual basis and will be linked to the short-term strategic
priorities for the business. The Committee has discretion to choose the number
of performance metrics which apply to the bonus in any year and the relative
weightings of those metrics. The primary focus of the bonus scheme will be on
rewarding financial performance (normally accounting for a majority of the bonus)
although the Committee may choose to use non-financial performance
conditions (normally for a minority of the bonus scheme).
The Committee will normally review performance against the targets after the
end of the financial year and bonus payments will be determined accordingly. The
Committee has the discretion to adjust the bonus outcome where it believes this
is appropriate, including (but not limited to) where the outcome is not reflective of
the underlying performance of the business or the experience of the Company’s
shareholders, employees or other stakeholders.
Of the total bonus, 75% will be payable in cash and the remaining 25% will be
deferred into shares under the DSBP. Deferred shares must normally be held for a
period of three years.
Amounts payable under the annual bonus scheme and the DSBP are subject to
malus and clawback provisions as summarised on page 118.
Where a deferred share award under the DSBP is granted in the form of an option
or a conditional share award, dividend equivalents may be paid in respect of the
deferred shares.
The maximum annual bonus opportunity is 125% of basic salary.
For financial measures, 50% of the maximum bonus opportunity
is payable for on-target performance. 25% of the maximum
bonus opportunity is payable for threshold performance. For
non-financial measures, the precise bonus structure may differ
depending on the nature of the objective and the way it
is assessed.
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Element
Purpose and link to strategy
Operation
Opportunity
Long Term Incentive
Plan (“LTIP”)
Provides an annual award of shares
to Executive Directors which will vest
after three years subject to the
achievement of performance
objectives linked to the long-term
strategic objectives of the business,
aligning the interests of the Directors
with those of shareholders.
Awards will normally be granted as either nil-cost options or awards of
conditional shares.
Awards will normally be granted annually to Executive Directors and will normally
vest at the end of a three-year period subject to the recipient’s continued
employment at the date of vesting and the satisfaction of performance
conditions measured over three financial years.
The performance conditions will be determined by the Remuneration Committee
on an annual basis at the time of each grant and will be linked to the long-term
strategic priorities for the business. The Committee has discretion to choose the
number of performance metrics which apply to an LTIP award in any year and the
relative weightings of those metrics. It is expected that the majority of the
performance conditions will be based on the achievement of financial targets
(which may include TSR), although the Committee may choose to apply relevant
non-financial performance conditions to a minority of an award.
The Committee will review performance against the targets after the end of the
performance period and the level of vesting will be determined accordingly. The
Committee has the discretion to adjust the vesting outcome where it believes this
is appropriate, including (but not limited to) where the outcome is not reflective of
the underlying performance of the business or the experience of the Company’s
shareholders, employees or other stakeholders.
Dividend equivalents may be paid in respect of any vested shares.
Post-vesting, Executive Directors will be required to hold their vested shares for a
further two years (other than shares which are required to be sold to pay tax due
on vesting).
Awards vesting under the LTIP are subject to malus and clawback provisions as
summarised on page 118.
The maximum annual award is 200% of basic salary (or 250% of
basic salary if the Remuneration Committee determines that
exceptional circumstances apply).
Performance conditions are structured such that, for threshold
levels of performance, no more than 25% of the award will vest.
All-employee share
plans
Provide all employees with the
opportunity to participate in
tax-advantaged share plans and
increase the level of alignment with
shareholders.
The Company has the authority to operate an all-employee Sharesave (“SAYE”)
Scheme and an all-employee Share Incentive Plan (“SIP”).
Awards under the SAYE and/or SIP may be offered annually to all eligible
employees, including Executive Directors.
The SIP was implemented in the UK with effect from November 2021.
International sub-plans to the SIP were also implemented in Germany and North
America at the same time.
The Executive Directors are eligible to participate in the SAYE
Scheme and the SIP subject to the limits prescribed under the
applicable legislation governing those plans.
Shareholding
guidelines
Require the Executive Directors to
hold a minimum level of shares both
during and after the period of their
employment.
Executive Directors are encouraged to build up over a five-year period (as a
minimum through the retention of at least 50% of the after-tax number of vested
share awards), and then subsequently hold, a minimum level of shareholding.
Executive Directors are also required to maintain a minimum level of shareholding
for a period of two years post-cessation of employment.
The minimum shareholding which should be built up by an
Executive Director is equivalent to 200% of their basic salary.
Executive Directors must also maintain a minimum shareholding
equivalent to 200% of basic salary for a period of two years
post-cessation of employment. This will be calculated based on
the lower of (i) the net of tax number of vested shares acquired
under the LTIP or DSBP during their employment and (ii) their
actual shareholding at the time of their departure.
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Auction Technology Group plc
Annual Report 2025
In addition, the Committee can also use
clawback provisions such that, for a period of
three years following the date of payment of a
bonus or vesting of an award, if any of the
above circumstances arise (including if there
has been an error in calculating the level of
performance achieved), the Committee may
require the relevant award holder to pay an
equivalent cash amount back to the Company
or transfer some or all of the shares that were
subject to the award.
The clawback period has been set at
three years as that is considered to be a
reasonable amount of time for any of the
above circumstances to be identified.
This provides appropriate protections for the
Company while also providing some certainty
to plan participants regarding the limits on the
usage of clawback.
Service contracts
The CEO, John-Paul Savant, entered into his
service contract with the Company on
17 February 2021, while the CFO, Sarah Highfield,
entered into her service contract on 15 May
2025. The contracts have no fixed term and are
terminable by the Director or by the Company
on not less than six months’ prior written
notice. The service contracts are available for
inspection at the Company’s registered office.
The service agreement for any new
Executive Director would be expected to
include a similar notice period. No Director will
be appointed with a notice period that exceeds
12 months’ notice.
Malus and clawback
The rules of the Company’s incentive
schemes include standard recovery and
withholding provisions.
The Remuneration Committee has the ability,
prior to the vesting of an award, to reduce the
number of shares subject to the award in the
following circumstances:
discovery of a material misstatement
resulting in an adjustment in the audited
Consolidated Financial Statements of the
Company or of the audited accounts of any
Group member;
discovery of a material failure of risk
management;
the insolvency of the Group;
action or conduct of a participant which,
in the reasonable opinion of the Committee,
causes serious reputational damage to the
Company, any Group member or relevant
business unit; or
action or conduct of a participant which, in
the reasonable opinion of the Committee,
amounts to fraud, gross misconduct or a
serious breach of the Company’s policies
and procedures.
Policy on payment for loss of office
The termination arrangements agreed for an
Executive Director who is leaving the business
will depend upon the provisions of the
Director’s service contract, the rules of the
relevant incentive schemes and the nature
of the individual’s departure. All termination
payments are subject to approval by the
Remuneration Committee.
In the event of termination of employment for
reasons of gross misconduct, the Director will
have no entitlement to any further payment
other than for sums accrued up to the date
of termination.
In the event of termination of employment
for other reasons, payments relating to basic
salary, pension and other benefits will continue
as normal until the date of cessation of
employment. Alternatively, the Committee may
decide to make a payment in lieu of notice.
The Committee may also make any payments
as are considered necessary to settle any claim
or by way of damages, when the Committee
believes it is in the Company’s and in
shareholders’ interests to do so. The Company
may meet a Director’s reasonable legal expenses
if it is considered appropriate to do so.
Remuneration for other employees
The Directors’ remuneration policy reflects
what the Committee considers to be an
appropriate remuneration framework for the
Executive Directors in light of their roles and
responsibilities, what is considered necessary
to retain their services and standard practice
for CEO and CFO remuneration in listed
companies of a similar size and complexity
to ATG. In devising the policy the Committee
considered the remuneration arrangements
for other employees within the Company.
Many of the policy principles which apply to
the Executive Directors also apply to others
throughout the organisation, in particular the
focus on incentivising outperformance through
a cash bonus scheme and driving alignment
with shareholders through participation in
equity schemes. The Company has also
established all-employee share incentive
schemes in which all eligible employees may
participate.
Consideration of shareholder views
The Remuneration Committee has a policy of
consulting with major shareholders on matters
relating to the remuneration policy or its
implementation. The Chair of the Committee
wrote to major shareholders outlining the key
features of the policy and its implementation
for FY25 ahead of the policy being presented
for formal shareholder approval at the 2025
AGM. None of the shareholders who responded
to this engagement approach raised any
material issues of concern with the policy.
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Illustrations of the application of the
remuneration policy (“Scenario charts”)
The charts on the right give an indication of the
level of total annual remuneration that would
be received by each Executive Director in
accordance with the remuneration policy
(as it will apply in FY26) in respect of minimum
pay (fixed pay), and the pay based on target
performance and maximum performance.
Notes to the charts:
Minimum: Fixed pay, reflecting basic salary
levels with effect from 1 October 2025,
benefits of £18k for the CEO and £1k for
the CFO and a 6% pension contribution.
Target: Fixed pay plus a 50% payout of
maximum opportunity under the bonus
and LTIP.
Maximum: Fixed pay plus full payout under
the bonus and LTIP. The maximum scenario
includes an additional element to represent
50% share price growth on the LTIP award.
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Continued
3,000k
2,500k
2,000k
1,500k
1,000k
500k
0
Minimum
Target
Chief Executive Officer
Maximum
Minimum
Target
Chief Financial Officer
Maximum
25%
40%
23%
37%
100%
£567k
£1,407k
£2,766k
£2,248k
£452k
£1,142k
£2,258k
£1,833k
29%
46%
25%
40%
23%
37%
100%
29%
46%
Fixed pay
Annual bonus
LTIP
LTIP with 50% share price growth
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Annual Report 2025
Element
Purpose and link to
strategy
Operation
Opportunity
Fees
Provide a level of
remuneration at an
appropriate level to attract
and retain Non-Executive
Directors of an appropriate
calibre.
The Chair’s and the other Non-Executive Directors’ fees are set at a level to reflect
the amount of time and level of involvement required in order to carry out their
duties as members of the Board and its Committees, and to attract and retain
Non-Executive Directors of a high calibre with relevant commercial and other
experience.
Fee levels are set by reference to non-executive director fees at companies of
similar size and complexity and general increases for salaried employees within
the Company.
The fee paid to the Chair is determined by the Remuneration Committee, while
the fees for other Non-Executive Directors are determined by the Board as a
whole. Additional fees are payable in relation to extra responsibilities undertaken,
including (but not limited to) acting as Senior Independent Director, as Chair of the
Board’s Committees and as the Director with responsibility for workforce
engagement.
On an exceptional basis the fees payable may temporarily be increased to
recognise any additional commitments undertaken by a Non-Executive Director in
respect of his or her Board role.
Fees are normally payable in cash. The Board has the flexibility to determine that
a portion of the fees must be invested in ATG shares.
Non-Executive Directors are also entitled to reimbursement of reasonable
business expenses (and any related tax).
Fee levels are reviewed
periodically.
The maximum fees payable
are subject to an aggregate
annual limit of £1.0m as set
out in the Articles of
Association.
Leers of appointment for Non-Executive Directors
The Board Chair and the Non-Executive Directors have all signed letters of appointment. The letters of appointment are available for inspection at the
Company’s registered office. Further details are included below.
Director
Date of appointment to the Board
Date of current leer of appointment
Notice period (months)
Scott Forbes
26 February 2021
11 November 2024
3
Suzanne Baxter
4 February 2022
3 April 2025
3
Pauline Reader
2 December 2021
11 November 2024
3
Tamsin Todd
4 February 2022
3 April 2025
3
Andrew Miller
21 November 2024
21 November 2024
3
Sejal Amin
3 February 2025
31 January 2025
3
The Board Chair and the Non-Executive Directors have all been appointed for an initial term of three years, subject to termination by either the
Director or the Company on not less than three months’ prior written notice. The notice period for the Board Chair and the Non-Executive Directors
is three months. All Directors will stand for re-election at each AGM of the Company.
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Annual Report 2025
Annual Report on Remuneration
The Remuneration Committee held four
scheduled meetings and four ad hoc meetings
during the year ended 30 September 2025.
There was full attendance by all members
of the Committee at all meetings they were
eligible to attend.
Commiee support
The Committee is supported by the CEO, CFO,
Company Secretary and Chief People Officer.
Their attendance at Committee meetings is by
invitation from the Committee Chair. During the
year under review, no Director was present for
any discussions that related directly to their
own remuneration.
The Committee is also supported by Korn
Ferry, which has advised the Committee on
remuneration matters since the IPO. Korn Ferry
was appointed by the Committee following a
formal competitive tender process. The
Committee exercises appropriate judgement
when considering the work of its external
advisers and, after reviewing the nature and
quality of the advice provided during the year,
is satisfied that the advice it received during
the year under review was objective and
independent. Korn Ferry is a member of the
Remuneration Consultants Group and is a
signatory to its Code of Conduct.
Fees payable to Korn Ferry for advice provided
during the year were £0.1m (excluding VAT).
Korn Ferry also provided support on certain
Group-wide reward matters during the year
under review. In addition, a separate practice
within Korn Ferry has provided support to the
Board in relation to the potential recruitment of
new Non-Executive Directors. The Committee
is satisfied that these additional business
relationships have no impact on the ability of
Korn Ferry to provide independent advice to
the Committee on executive remuneration.
The Remuneration Commiee
(consideration by the Directors of maers
relating to Directors’ remuneration)
The Remuneration Committee has delegated
responsibility for determining the policy for
executive remuneration and setting
remuneration for the Chair, the Executive
Directors and senior management. It reviews
workforce remuneration and related policies
and the alignment of incentives and rewards
with culture, taking them into account when
setting the policy for Executive Directors’
remuneration. The Remuneration Committee
is also responsible for preparing the Directors’
Remuneration Report for approval by
shareholders at the AGM.
The responsibilities of the Committee covered
in its terms of reference include determining
and monitoring the strategy and policy on
remuneration, termination, performance-
related pay, pension arrangements, reporting
and disclosure, share incentive plans and
remuneration consultants. The terms of
reference also set out the reporting
responsibilities and the authority of the
Remuneration Committee to carry out its
responsibilities. The terms of reference are
available on the Group’s website at
www.auctiontechnologygroup.com.
Commiee members
The Remuneration Committee has been
chaired by Tamsin Todd since 19 September
2024. Its other members are Scott Forbes,
Suzanne Baxter and Sejal Amin (who joined the
Committee on 3 February 2025). Andrew Miller
served as a member of the Committee from
21 November 2024 to 3 February 2025.
None of the Committee members has any
personal financial interest (other than as
a shareholder) in the decisions made by
the Committee.
Single total figure of remuneration (audited)
The following table sets out the total remuneration for Executive and Non-Executive Directors for
the year ended 30 September 2025, alongside comparative data for the prior financial year.
All figures
shown in
£000
Year
Salary/
fees Benefits Pension
6
Total fixed
remuneration
Annual
bonus
7
LTIP
8,9
Total variable
remuneration Other
10
Total
remuneration
John-Paul
Savant
2025
518
18
31
567
147
147
714
2024
485
15
29
529
99
99
1,339
1,967
Tom
Hargreaves
1
2025
173
2
10
185
185
2024
415
4
25
444
75
75
1,145
1,664
Sarah
Highfield
2
2025
164
1
4
169
80
80
150
399
2024
Morgan
Seigler
3
2025
2024
Scott
Forbes
2025
250
250
250
2024
86
86
86
Pauline
Reader
2025
59
59
59
2024
58
58
58
Suzanne
Baxter
2025
100
100
100
2024
71
71
71
Tamsin
Todd
2025
85
85
85
2024
60
60
60
Andrew
Miller
4
2025
56
56
56
2024
Sejal
Amin
5
2025
34
34
34
2024
1.
Tom Hargreaves stepped down from the Board and left the Company on 28 February 2025. The remuneration shown for FY25
reflects his service up to this date. Further details are set out in the Payments to past Directors and Payments for loss of
office section on page 124.
2. Sarah Highfield was appointed to the Board as Chief Financial Officer on 15 May 2025.
3. Morgan Seigler stepped down from the Board on 20 December 2024.
4. Andrew Miller was appointed to the Board on 21 November 2024.
5. Sejal Amin was appointed to the Board on 3 February 2025.
6. Pension amount received as cash salary supplement in lieu of Company pension contribution.
7.
75% of annual bonuses for the Executive Directors are payable in cash and the remaining 25% in deferred shares, as explained
in the relevant section below.
8. No FY25 value is reported for LTIP as the FY23 LTIP award will lapse in full. Please see page 123 for further details.
9.
The FY24 value for LTIP has been restated from the amount shown in last year’s report to reflect the value on the date of
vesting (10 December 2024) based on a share price of 570.0 pence.
10.
The amount under “Other” for Sarah Highfield reflects the value of the award she received during FY25 in connection with her
recruitment. This is explained further on page 113. The amounts under “Other” for John-Paul Savant and Tom Hargreaves for
FY24 relate to certain legacy payments, as explained in last year’s report.
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Annual Report 2025
Annual Report on Remuneration
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Continued
For FY25, 70% of the total bonus was linked to the achievement of targets for revenue and adjusted EBITDA, which remain key financial performance
indicators for the Group. There was an equal weighting between the revenue and adjusted EBITDA metrics.
Financial measures
Threshold $m
Target
$m
Stretch
$m
Actual
$m
Achievement
25% of maximum (50%
of target)
1
50% of maximum (100%
of target)
1
100% of maximum
(200% of target)
1
Adjusted EBITDA
2
72.4
80.4
92.5
77.2
80% of target payout
Revenue
2
175.3
182.6
196.3
181.4
94% of target payout
1.
There is a straight-line payout between these targets.
2.
Adjusted EBITDA and revenue have been measured on a constant currency basis and on the basis of ATG performance excluding the impact of the Chairish acquisition. EBITDA has been adjusted to
reflect the accrual of a full target bonus.
The remaining 30% of the total bonus was based on the achievement of additional non-financial and strategic measures. The specific performance
targets, and the performance achieved, is set out in the tables below. The weightings for each measure are expressed as a percentage of the total
target bonus opportunity. Certain of the specific underlying non-financial and strategic targets relate to operational and commercial indicators which
are considered commercially confidential due to the insights they provide into ATG’s business. For these measures we clearly show the extent to
which the non-financial and strategic targets were achieved.
Non-financial and strategic objectives
Weighting
Metric
Performance
Achievement
Platform Stability & Revenue Retention: Maintain
platform reliability and service quality to retain the
existing customer base and safeguard recurring
revenue.
7.5%
Platform uptime
Very high level of platform uptime over the year,
above 100% of internal target
7.5%
7.5%
Recurring revenue from key
client relationship
Over-achievement of target, with recurring
revenue from client at 122% of internal target
7.5%
Improved Auctioneer Engagement: Strengthen
relationships with auctioneers and expand their
use of key services to drive higher sales volumes.
5%
Successful atgShip mandate
End-of-year run rate atgShip at a level of 230% of
original target
5%
5%
Increase in atgAMP
penetration
Growth in atgAMP penetration among auction
houses but stretching target not achieved
0%
5%
Increase I&C GMV via atgXL
Continued growth of atgXL but overall run rate
below levels anticipated
0%
Improved Bidder Engagement: Encourage greater
participation from bidders by increasing the
visibility of lots and stimulating more
bidding activity.
7.5%
Increase # of lots viewed on
LiveAuctioneers
Significant year-on-year increase in lots with page
views, considerably above target set at start of year
7.5%
7.5%
Increase bidder activity
Search-to-win rate at 109% of internal target
4.5%
Infrastructure Improvements: Upgrade and
streamline core systems to enhance performance,
scalability, and long-term operational efficiency.
15%
Implementation of key
infrastructure enhancements
by certain dates
Successful implementation of key enhancements
by specific milestone dates during the year,
including Amplitude, SageX3 and Salesforce
14.1%
Total
60%
46.1%
Notwithstanding a very strong level of performance against the measures above, it was considered appropriate to limit the payout for the non-financial
and strategic objectives to an on-target award of 30% (down from 46.1%), i.e. a reduction to half of the total available for this element of the overall bonus.
In total, therefore, and based on the assessment against both financial and non-financial and strategic measures, a total bonus of 91% of the target
opportunity (equivalent to 45.5% of the maximum bonus opportunity) is payable for FY25 performance to the Executive Directors and others across
the wider organisation. As noted on pages 112-113, John-Paul Savant has requested that his bonus be reduced by half, to 22.8% of the maximum
payable, to further demonstrate and emphasise alignment with shareholders. The Committee believes that these outcomes are fair in the context
of the Company’s overall performance during the year.
Additional information regarding the
single total figure table (audited)
Salary and fees
As disclosed in the FY23 Directors’
Remuneration Report, the salary of John-Paul
Savant was scheduled to be increased to
£550,000 with the increase phased in pro rata
instalments over three years from 1 October
2023. Accordingly, the increase in FY25 was
6.7%. Tom Hargreaves did not receive a salary
increase in October 2024 and remained on his
salary of £415,000 until stepping down on 28
February 2025. Sarah Highfield was appointed
as CFO on a salary of £425,000.
Payments to Scott Forbes, Suzanne Baxter
and Tamsin Todd reflect fees received for their
appointment in late FY24, as Chair of the Board,
Senior Independent Director and Remuneration
Committee Chair respectively, as outlined in
last year’s report. Morgan Seigler, who stepped
down from the Board during the year, did not
receive any fees in respect of his role as a
Non-Executive Director.
Benefits and pensions
Benefits for John-Paul Savant, Sarah Highfield
and Tom Hargreaves relate to private
health insurance.
All Executive Directors received pension
contributions at a level of 6% of basic salary
during the financial year under review, which is
in line with the pension contributions available
to the majority of the UK workforce.
Annual bonus for FY25
The annual bonus for FY25 was structured in
line with the Directors’ remuneration policy.
John-Paul Savant had the opportunity to earn
up to a maximum of 125% of his basic salary as
a bonus. Sarah Highfield’s bonus opportunity
was pro-rated to reflect her period of service
during the year.
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Financial Statements
Further Information
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Annual Report 2025
Annual Report on Remuneration
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Continued
LTIP awards granted during FY25 (audited)
LTIP awards were granted to the CEO and CFO on 20 December 2024 and 30 June 2025
respectively, in the form of nil-cost options, as set out in the table below.
Executive
Basis of the
award (% of
salary)
1
Threshold
vesting (% of
salary)
Number of
shares
granted
1
Face value of
the award
(£’000)
Grant date
Vest date
John-Paul Savant
200%
25%
192,022
1,035
20 Dec 24
20 Dec 27
Sarah Highfield
200%
25%
177,416
850
30 Jun 25
30 Jun 28
Sarah Highfield
See below
2
n/a
31,309
150
30 Jun 25
30 Jun 26
30 Jun 27
30 Jun 28
1.
The number of shares awarded to John-Paul Savant in December 2024 was calculated on the basis of a share price of £5.39,
being the average share price over the five dealing days following the announcement of the Company’s preliminary results for
the financial year ended 30 September 2024. For Sarah Highfield’s awards, the number of shares was calculated on the basis
of a price of £4.79, being the average share price over the five dealing days following the announcement of the Company’s
interim results for the half-year ended 31 March 2025. This averaging period was chosen so as to maintain a consistent
methodology with the averaging period for the award to the CEO, recognising that the CFO did not join the business until the
date of the interim results announcement.
2.
This award is the award made to Sarah Highfield under the LTIP in connection with her recruitment, as explained on page 113.
Vesting of the award is subject to continued employment. Vesting will take place in equal annual tranches over three years.
The standard annual LTIP awards to John-Paul Savant and Sarah Highfield will vest subject to
continuing employment and the achievement of targets linked to relative total shareholder return,
absolute total shareholder return and carbon emission reductions over the three-year period
ending 30 September 2027:
Performance measure
Weighting
(% of award)
Threshold
target
(25% of max)
1
Stretch target
(100% of max)
1
Relative total shareholder return (“TSR”) vs.
the FTSE All-Share Index (excluding investment trusts)
45%
Median
Upper
quartile
Absolute total shareholder return (“TSR”)
45%
15%
45%
Carbon emission reductions
2
10%
7.5%
15%
1.
There is straight-line vesting in between these points. There is no vesting for performance below threshold level.
2.
The carbon measure is based on Scope 1 and 2 CO
2
emission reductions (calculated on a tCO
2
e basis) over the three-year
period ending 30 September 2027, using FY24 emissions as the baseline year for calculation. The targets are consistent with
ATG’s previously communicated Science Based Target of reducing absolute Scope 1 and 2 emissions by 42% by 2030 (from a
FY22 baseline year). In the event of any material acquisitions or divestments, the Committee retains the right to restate the
performance targets so that they remain similarly challenging having regard to the impact of the corporate activity.
Subject to continued employment and performance, these awards will vest in December 2027
for John-Paul Savant and June 2028 for Sarah Highfield, three years after their respective dates
of grant. The Directors will be required to hold any vested shares (excluding those sold to pay tax)
for a period of two years following the date of vesting.
Bonuses will be payable to the Executive Directors as set out below. The maximum bonus
opportunity for the year was 125% of basic salary. In Sarah Highfield’s case, her bonus was
pro-rated to cover the number of full months worked during the period from her appointment on
15 May 2025 to the end of the financial year.
Bonus achieved
% of target
Bonus achieved
% of maximum
Bonus achieved
% of salary
Payment
(£’000)
John-Paul Savant
1
45.5
22.8
28.4
147
Sarah Highfield
2
91
45.5
56.8
80
1.
Bonus percentages and payment amount reflect 50% reduction as explained above the table.
2. Bonus payment pro-rated to reflect the period served during the financial year.
Of the total bonus, 75% will be paid in cash and the remaining 25% will be deferred into an award
over shares under the Deferred Share Bonus Plan (“DSBP”) to be held for three years. Malus and
clawback provisions apply to the bonus, in line with the Directors’ remuneration policy.
Vesting of FY23 LTIP award (based on performance to 30 September 2025)
An LTIP award was granted to John-Paul Savant in the form of nil-cost options on 15 December
2022. The vesting of this award was based on adjusted diluted EPS targets to be achieved over
the period ended 30 September 2025, as set out below.
Performance level
Percentage of
award vesting
1
Adjusted diluted EPS growth
per annum (% CAGR)
Below “threshold”
0%
Below 5%
“Threshold”
25%
5%
“Stretch”
100%
17%
1.
There is straight-line vesting in between these points.
The Remuneration Committee reviewed the extent to which the performance conditions had
been met after the year end. Based on the level of adjusted diluted EPS achieved for FY25, the
threshold performance target was not met and, accordingly, the LTIP award will lapse in full.
A similar award was granted to Tom Hargreaves in December 2022, but this lapsed in full at the
date of cessation of his employment in February 2025.
The awards are summarised in the table below.
Executive
Grant
date
Basis
of the
award (%
of salary)
Threshold
vesting (%
of salary)
Number
of shares
granted
1
Face
value of
the award
at grant
(£’000)
Level of
vesting
Number
of
shares
to vest
Value of
shares
to vest
(£’000)
Vest
date
John-Paul Savant
15 Dec 22
150%
25%
88,589
656.6
0%
Tom Hargreaves
2
15 Dec 22
150%
25%
67,745
502.1
0%
1.
The number of shares awarded was calculated on the basis of a share price of £7.41, being the average share price over the
five dealing days prior to grant.
2. Tom Hargreaves’ award lapsed in full at the date of his cessation of employment.
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Annual Report 2025
Annual Report on Remuneration
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Continued
Payments to past Directors/Payments
for loss of office (audited)
Tom Hargreaves stepped down from his
position as CFO and left the Company
on 28 February 2025. His termination
arrangements were consistent with the
Directors’ remuneration policy approved by
shareholders at the AGM held on 30 January
2025 and as disclosed in the FY24 Directors’
Remuneration Report.
Tom received his normal remuneration (salary,
pension and benefits) up to and including
28 February 2025, his cessation date, as
disclosed in the single total figure table on
page 121. No further payments in respect of
salary or benefits were made in connection
with his six-month contractual notice period.
No payment for loss of office has been or will
be made to Tom. He was not eligible for an
annual bonus in respect of the financial year
ending 30 September 2025.
Tom exercised vested nil-cost options over
3,278 shares under the DSBP in February 2025.
These represented the deferred element of his
FY21 annual bonus. At the date of cessation,
Tom held unvested nil-cost options over 12,087
shares under the DSBP. These awards continue
in line with their original terms and remain
subject to malus and clawback provisions.
Shares acquired following exercise must be
retained for a minimum period of two years
from cessation of employment (other than
shares sold to cover tax liabilities).
LTIP awards granted during FY24
As previously disclosed, LTIP awards were granted to the CEO and former CFO in December 2023
in the form of nil-cost options, as set out in the table below.
Executive
Basis of the
award (% of
salary)
1
Threshold
vesting (% of
salary)
Number of
shares
granted
1
Face value of
the award
(£’000)
Grant date
Vest date
John-Paul Savant
200%
25%
161,667
801.5
8 Dec 23
8 Dec 26
Tom Hargreaves
2
200%
25%
138,333
685.9
8 Dec 23
1.
In recognition of the share price level at the time of grant, the LTIP awards were granted by reference to a share price of £6.00,
this being equivalent to the original offer price at the time of Admission in February 2021. The number of shares comprising
each award is therefore significantly lower than would have resulted from the normal approach of using the five-day average
share price following the announcement of the Company’s preliminary results for the financial year ended 30 September 2023
(£4.958). The face value shown in the table is based on the share price of £4.958.
2. Tom Hargreaves’s award lapsed in full at the date of his cessation of employment.
The award to John-Paul Savant will vest subject to continuing employment and the achievement
of targets linked to adjusted diluted EPS, revenue and carbon emission reductions over the
three-year period ending 30 September 2026:
Performance measure
Weighting
(% of award)
Threshold
target
(25% of max)
1
Stretch target
(100% of
max)
1
Adjusted diluted EPS growth per annum (% CAGR)
60%
10%
22%
Revenue growth per annum (% CAGR)
30%
8%
21%
Carbon emission reductions
2
10%
26%
29%
1.
There is straight-line vesting in between these points.
2.
The carbon measure is based on Scope 1 and 2 CO
2
emission reductions (calculated on a tCO
2
e basis) over the three-year
period ending 30 September 2026, using FY23 emissions as the baseline year for calculation. The targets were designed to be
consistent with ATG’s Science Based Target of reducing absolute Scope 1 and Scope 2 emissions by 42% by 2030 (from a FY22
baseline year). In the event of any material acquisitions or divestments, the Committee retains the right to restate the
performance targets so that they remain similarly challenging having regard to the impact of the corporate activity.
Subject to continued employment and performance, the award will vest in December 2026, three
years after the date of grant. The Directors will be required to hold any vested shares (excluding
those sold to pay tax) for a period of two years following the date of vesting.
The nil-cost option awards granted to Tom
under the LTIP in December 2022 (67,745
shares) and December 2023 (138,333 shares)
lapsed in full on 28 February 2025. In respect
of earlier vested LTIP awards, Tom held nil-cost
options over a total of 94,480 shares, which he
exercised in February 2025. These shares are
required to be held for a minimum period
of two years following cessation (other than
shares sold to satisfy tax obligations) and
remain subject to the clawback provisions
of the LTIP rules and the remuneration policy.
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Financial Statements
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Annual Report 2025
Annual Report on Remuneration
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Continued
Statement of Directors’ shareholding and share interests (audited)
The table below includes full details of shares held by each Director (and persons connected with
each Director) as at 30 September 2025, including details of share awards which are subject to the
achievement of performance conditions.
During employment, Executive Directors are required to build and maintain a shareholding
equivalent to 200% of their base salary. Executive Directors are expected to build up their
shareholding over a five-year period (as a minimum through the retention of at least 50% of the
after-tax number of vested share awards). For John-Paul Savant, this requirement was met as of
30 September 2025. Sarah Highfield is in the process of building her shareholding in the Company.
Post-cessation of employment, Executive Directors must retain shares to the value of 200% of
base salary for a period of two years in accordance with the Directors’ remuneration policy. This
applies to Tom Hargreaves following his cessation of employment.
Director
Beneficially
owned
shares on
30 September
2025
Unvested
share awards
subject to
performance
conditions
1
Unvested
share awards
not subject to
performance
conditions
2
Options
exercised
in year
Vested
unexercised
share
options
Shareholding
requirement
(% of base
salary)
Requirement
met?
John-Paul Savant
3
2,649,431
442,278
18,023
128,909
200%
Yes
Sarah Highfield
177,416
31,309
200%
No
Tom Hargreaves
4
868,373
12,087
97,758
200%
Yes
Scott Forbes
160,548
Pauline Reader
Suzanne Baxter
3,389
Tamsin Todd
2,773
Andrew Miller
Sejal Amin
1.
Awards granted as nil-cost options under the LTIP.
2.
Awards granted as nil-cost options under the Deferred Share Bonus Plan. For Sarah Highfield, the disclosures reflect the
award granted to her in June 2025 in connection with her recruitment. This was structured as an award of nil-cost options
under the LTIP.
3.
Shares also held in the name of spouse (Samantha Savant) and the Savant Discretionary Trust (whose trustees are John-Paul
Savant and Samantha Savant).
4. Share ownership shown as at date of cessation of employment on 28 February 2025.
5.
Morgan Seigler, who stepped down from the Board on 20 December 2024, was not directly interested in any shares of the Company.
There has been no change in the Directors’ interests in the ordinary share capital of the Company
between 30 September 2025 and the date of this report.
Total Shareholder Return (“TSR”) performance graph and table of CEO pay
ATG shares were admitted to the London Stock Exchange’s Main Market on 26 February 2021.
The chart below shows the TSR performance of £100 invested in ATG from 26 February 2021
(using the offer price of 600 pence per share) to 30 September 2025 against the FTSE 250 index.
The FTSE 250 index is considered an appropriate comparison as ATG was a member of this index
for the vast majority of the period covered by this performance graph.
300
250
200
150
100
50
0
26/02
2021
30/09
2021
30/09
2022
30/09
2023
30/09
2025
30/09
2024
Auction Technology Group
FTSE 250
Value (£)
2021
2022
2023
2024
2025
CEO single figure total remuneration (£000s)
580
827
1,249
1,944
714
Annual bonus (as % of maximum opportunity)
100%
64.5%
21.5%
0%
22.8%
Long-term incentive vesting
(as % of maximum opportunity)
n/a
n/a
100%
38%
0%
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Further Information
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Annual Report on Remuneration
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Continued
Annual percentage change in remuneration of Directors and employees
The table below shows the year-on-year percentage changes in the pay of the Directors, as required by the reporting regulations, compared with
the average percentage change for employees for the same periods. The Directors’ remuneration is based on the disclosures in the single total
figure tables for these years. Where relevant, we have annualised the single total figure table disclosures to ensure a meaningful comparison. The
increases for certain Non-Executive Directors for FY25 reflect the impact of the fee increases as disclosed in last year’s Directors’ Remuneration
Report. Explanations for large increases in prior years are provided in previous reports. We have omitted those Directors who are no longer serving
on the Board.
Director
FY25 vs FY24
FY24 vs FY23
FY23 vs FY22
FY22 vs FY21
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
John-Paul Savant
7%
22%
100%
8%
35%
(100%)
3%
10%
(66%)
3%
43%
(34%)
Sarah Highfield
Scott Forbes
191%
15%
0%
0%
Pauline Reader
2%
7%
8%
Suzanne Baxter
41%
1%
0%
Tamsin Todd
42%
0%
0%
Andrew Miller
Sejal Amin
Employees
Average per employee
1
7%
8%
100%
4%
24%
(62%)
5%
15%
(58%)
3%
11%
(10%)
1.
Figures relate to Group as a whole. No figures are shown for the parent Company as the only employees of the parent Company are the Directors.
CEO pay ratio and wider employee remuneration
As ATG has fewer than 250 UK employees, it is not required by law to include details of total pay for the CEO relative to that of UK employees at
the median, lower quartile and upper quartile. Nevertheless, the Remuneration Committee reviews wider workforce remuneration when setting
the remuneration policy for the Executive Directors, and considers the relationship with pay for the Executive Directors. During FY25, the Committee
gave detailed consideration to various matters relating to compensation policy across ATG, with a particular focus on equity awards and the levels
of incentives.
The Committee remains satisfied that the remuneration for the Directors is appropriate in the context of pay practices more widely at the Company,
noting, for example, the focus on performance-related pay throughout the organisation, broad levels of equity ownership across the business and
the alignment of Executive Director pension contributions with the rate applicable to the majority of the wider workforce. In the UK, North America
and Germany, the Company has established all-employee share incentive schemes in which all eligible employees may participate.
The Company offers annual cash bonuses
to employees, subject to performance.
Equity awards are an important part of the
compensation packages offered to employees
within the organisation, particularly in reflection
of the sector within which the Company
operates and the importance of North America
to the business. LTIP awards are granted to
employees normally with a different structure
than is in place for Executive Directors. This is
predominantly in the form of restricted share
awards (i.e. awards that are not subject to
performance conditions), which often have a
different vesting profile than Directors’ LTIPs,
reflective of North American market norms and
expectations. This recognises the need for the
Company to be able to offer incentives to
employees which are relevant for the specific
commercial circumstances of competing for
talent in the technology sector, particularly in
North America.
Employees who do not qualify for an LTIP
award by virtue of their job level are awarded
a one-off award of shares, one year after
joining ATG, which vests over two years. This
is designed to ensure that all employees have
a collective stake in the future success of
the Company.
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Further Information
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Annual Report 2025
Annual Report on Remuneration
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Continued
Relative importance of spend on pay
The table below shows the Company’s expenditure on employee pay compared to distributions
to shareholders for FY24 and FY25.
FY25
$m
FY24
$m
% change
Distributions to shareholders
16.5
100%
Overall spend on pay for employees, including Executive Directors
43.3
35.5
22%
Statement of shareholder voting
The table below shows the results of the voting on (1) the Directors’ Remuneration Report and
(2) the Directors’ remuneration policy resolution at the AGM held on 30 January 2025.
% Votes for
% Votes
against
Votes
withheld
(no.)
Directors’ Remuneration Report (2025 AGM)
99.65
0.35
67,762
Directors’ remuneration policy (2025 AGM)
100.00
0.00
3,830,373
Statement of implementation of remuneration policy during FY26
The Annual Statement from the Chair of the Remuneration Committee on pages 112 to 114
explains the context for changes to the Executive Directors’ basic salary for FY26 and to the
incentive schemes. Additional details are set out below.
Base salary
The salaries of the Executive Directors with effect from 1 October 2025 are set out below.
Executive Director
Salary with effect from
1 Oct 2024 (15 May 2025
in the case of the CFO)
Salary with
effect from
1 Oct 2025
% increase
John-Paul Savant
£517,500
£517,500
0%
Sarah Highfield
£425,000
£425,000
0%
The average salary increase across the wider workforce for FY26 is 3.3%. John-Paul Savant’s
salary is not being increased for the reasons set out in the Annual Statement from the Chair of the
Remuneration Committee. As Sarah Highfield joined the Company during the second half of FY25,
she is not eligible for consideration for a salary increase for FY26.
Pension and benefits
Executive Directors will continue to receive a pension contribution of 6% of salary, which remains
aligned to the rate currently payable to the majority of the UK workforce. Other benefits include
private medical insurance, permanent health insurance and life assurance.
Annual bonus
The maximum annual bonus opportunity will remain unchanged at 125% of salary for the CEO
and CFO.
The performance measures for the FY26 bonus will remain appropriately challenging. In light of
the team being focused on ATG’s financial performance for the year ahead, the performance
conditions will be split between revenue and adjusted EBITDA targets, each with a 50% weighting.
The specific targets are currently considered commercially confidential but full details will be
disclosed in next year’s Directors’ Remuneration Report.
Of the total bonus, 75% will be payable in cash and the remaining 25% will be deferred into an
award over shares under the DSBP to be held for three years.
Malus and clawback provisions apply in line with the remuneration policy, as summarised on page 118.
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Further Information
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Annual Report 2025
Annual Report on Remuneration
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Continued
Long Term Incentive Plan
The Executive Directors will receive an LTIP award at a level of 200% of salary, in line with the
Directors’ remuneration policy. The number of shares to be granted will be calculated based on
the average of daily closing prices over a six-month period, due to share price volatility and lower
share price levels before and after year-end. This calculation yields a higher grant price than the
Company’s practice in prior years’ when the grant price was based on an average of the five days
following the announcement of annual results. The performance condition will be measured over
the three-year period ending 30 September 2028. The performance measures will be relative total
shareholder return (45% weighting), adjusted diluted earnings per share (45% weighting) and
carbon emissions reductions (10% weighting). The specific targets are set out below.
Relative TSR (45% of award) – measured against
the FTSE All-Share Index
(excluding investment trusts)
Percentage of this
element of award
vesting
1
TSR position at the end
of the performance
period
Below “threshold”
0%
Below median
“Threshold”
25%
Median
“Stretch”
100%
Upper quartile
Adjusted diluted EPS (45% of award)
Percentage of this
element of award
vesting
1
Adjusted diluted EPS
growth per annum
(% CAGR)
Below “threshold”
0%
Below 10%
“Threshold”
25%
10%
“Intermediate”
75%
14%
“Stretch”
100%
18%
Carbon emissions reductions (10% of award)
Percentage of this
element of award
vesting
1
Reduction in emissions
over performance period
Below “threshold”
0%
Below 18%
“Threshold”
25%
18%
“Stretch”
100%
27%
1.
There is straight-line vesting in between these points.
The choice of different measures set out above is considered to provide a suitable balance of
performance assessment. The relative TSR measure rewards outperformance of the wider
market, with no vesting for below-average performance. The adjusted diluted EPS measure
incorporates targets which are considered to be stretching in the context of expectations of
performance over the next three-year period.
The carbon metric ensures continuing focus on minimising ATG’s carbon footprint. The measure
is based on assessing Scope 1 and 2 CO
2
emission reductions (calculated on a tCO
2
e basis) over
the three-year period ending 30 September 2028, using FY24 emissions as the baseline year for
calculation. The use of FY24 as the baseline reflects the fact that the appropriate FY25 baseline is
currently undergoing further review to take into account the impact of the acquisition of Chairish
towards the end of the financial year. This analysis will be completed in FY26, after which it is the
Committee’s intention to restate the carbon emission targets as set out above to fully reflect the
new baseline and the impact of Chairish. The amended targets will be designed to incorporate the
same level of stretch as the original targets. Full details of the amended targets will be included in
next year’s Directors’ Remuneration Report.
Subject to performance, the LTIP awards will vest three years after the date of grant. As part of
its assessment at the end of the vesting period, the Committee will consider whether there have
been any windfall gains over the period from grant to vesting. The Directors will be required to
hold any vested shares (excluding those sold to pay tax) for a period of two years following the
date of vesting.
Malus and clawback provisions apply in line with the remuneration policy, as summarised on
page 118.
Non-Executive Director remuneration
There have been no changes to the fees payable to the Non-Executive Directors for FY26. The
current rates are set out below.
Non-Executive Director
Fee
Chair of the Board
£250,000
Non-Executive Director base fee
£65,000
Senior Independent Director
£15,000
Audit Committee Chair’s fee
£20,000
Remuneration Committee Chair’s fee
£17,500
Designated Director for workforce engagement fee
£2,500
This report was approved by the Board of Directors and signed on its behalf by:
Tamsin Todd
Remuneration Committee Chair
25 November 2025
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Corporate Governance
Financial Statements
Further Information
128
Auction Technology Group plc
Annual Report 2025
UK Listing Rule 6.6.1R disclosures
There are no disclosures to be made under UK Listing Rule 6.6.1R.
Non-financial and sustainability information statement
The Group complies with the Non-Financial Reporting requirements contained in sections 414CA
and 414CB of the Companies Act 2006. The table below shows where information can be found on
non-financial and sustainability matters in the Annual Report.
Reporting requirement
Section of report
Pages
Environmental matters, including the impact
of the business on the environment,
climate-related disclosures and energy
and carbon reporting
Strategic Report
2-77
Sustainability Report
50-77
Employees
Sustainability Report
50-77
Section 172(1) Statement and
Stakeholder Engagement
44-49
Social and community matters
Section 172(1) Statement and
Stakeholder Engagement
44-49
Sustainability Report
50-77
Respect for human rights
Sustainability Report
50-77
Anti-bribery and corruption
Sustainability Report
50-77
Business model
Business Model
23-24
Strategic Report
2-77
Chief Executive Officer’s Statement
10-12
Chief Financial Officer’s Review
29-33
Principal risks and uncertainties
Risk Management within Strategic Report
35-36
Non-financial key performance indicators
Strategic Report
2-77
Engagement with employees, suppliers, customers and others
The Group’s engagement with its stakeholders is detailed in the Stakeholder Engagement section
of the Strategic Report on pages 44 to 49.
Research and development
The Group is engaged in various research and development activities regarding innovation and
enhancing its technology applications. These are set out in the Strategic Report on pages 2 to 77.
The Directors present their report, together with the audited Consolidated Financial
Statements and auditor’s report, for the year ended 30 September 2025.
Auction Technology Group plc is a public limited company incorporated in the United Kingdom
and registered in England & Wales with registered number 13141124. The Company acts as a holding
company for the Group of subsidiaries. A list of its subsidiary companies is set out in note 25 on
page 183.
This Directors’ Report should be read in conjunction with the other sections of this Annual Report
as detailed below to fulfil these requirements, which are incorporated into the Directors’ Report
by reference. In accordance with section 414C(11) of the Companies Act 2006 and the Companies
(Miscellaneous Reporting) Regulations 2018, the Board has included certain disclosures in other
sections of the Annual Report set out below:
Topic
Section of report
Pages
Strategy and future developments
Chief Executive Officer’s Statement
10-12
Strategic Report
2-77
Diversity and inclusion
Nomination Committee Report
107-111
Sustainability Report
50-77
Risk management
Risk Management within Strategic Report 35-36
Going concern
Chief Financial Officer’s Review
29-33
Financial Statements
144-188
Viability statement
Viability Statement
42-43
Employee matters, disabled employees and
employee engagement
Sustainability Report
50-77
Section 172 (1) Statement and
Stakeholder Engagement
44-49
Climate-related financial disclosures, greenhouse
gas and carbon emissions, energy consumption
and energy efficiency action
Strategic Report
2-77
Sustainability Report
50-77
Business relationships with suppliers, customers
and other stakeholder engagement
Section 172(1) Statement and
Stakeholder Engagement
44-49
Corporate governance
Corporate Governance Report
82-92
Internal controls
Audit Committee Report
96-106
Financial instruments
Financial Statements
144-188
Statement of Directors’ responsibilities
Statement of Directors’ Responsibilities
133
Directors’ interests
Directors’ Remuneration Report
112-128
Employee share plans
Directors’ Remuneration Report
112-128
Diversity policy
Corporate Governance Report
82-92
Directors’ Report
Strategic Report
Corporate Governance
Financial Statements
Further Information
129
Auction Technology Group plc
Annual Report 2025
Name
Position
Date of
appointment
Date of resignation
Scott Forbes
Senior Independent
Non-Executive Director
26 February 2021
Chair
9 August 2024
John-Paul Savant
Chief Executive Officer
25 January 2021
Sejal Amin
Independent
Non-Executive Director
3 February 2025
Suzanne Baxter
Independent
Non-Executive Director
4 February 2022
Senior Independent
Non-Executive Director
9 August 2024
Sarah Highfield
Chief Financial Officer
15 May 2025
Andrew Miller
Independent
Non-Executive Director
21 November 2024
Pauline Reader
Independent
Non-Executive Director
2 December 2021
Tamsin Todd
Independent
Non-Executive Director
4 February 2022
Morgan Seigler
Non-Executive Director
18 January 2021
20 December 2024
Tom Hargreaves
Chief Financial Officer
25 January 2021
28 February 2025
There have been no other changes in the composition of the Board between 30 September 2025
and the date of this report.
The Company requires all Directors appointed since the last AGM to be elected at the following
AGM and for all other Directors to be re-elected at each AGM. Sejal Amin was appointed to the
Board on 3 February 2025 as an Independent Non-Executive Director, and Sarah Highfield was
appointed to the Board as Chief Financial Officer and Executive Director on 15 May 2025. Both
Sejal Amin and Sarah Highfield will stand for election at the AGM in 2026.
Directors’ interests in the share capital and equity of the Company as at 30 September 2025 are
contained in the Directors’ Remuneration Report on page 125.
All Directors are appointed in their personal capacity.
Compliance with the UK Corporate
Governance Code 2018 (the “Code”)
The Disclosure Guidance and Transparency
Rules (“DGTR”) require certain information to be
included in a corporate governance statement
in the Directors’ Report. The Corporate
Governance Report is incorporated by
reference and includes details of our
compliance with the Code. Our statement
includes a description of the main features of
our internal control and risk management
systems in relation to the financial reporting
process and forms part of this Directors’
Report.
Dividend
The Directors do not propose the payment of a
dividend (FY24: nil).
Branches
In accordance with the Companies Act 2006,
the Board confirms that there were no
branches of the Company or its subsidiaries
during the financial year.
Board of Directors
The names of the Directors who, at any time
during the financial year, were Directors of the
Company, are set out below. Further details
about each Director are given on pages 93 to
95 of this report.
Directors’ insurance and indemnity
provisions
The Company maintains Directors’ and Officers’
insurance in respect of any liabilities arising
from the performance of their duties. In
addition, during the financial year ended
30 September 2025 and to the date of this
report, the Directors have had the benefit of
qualifying third-party indemnities under which
the Company has agreed to indemnify the
Directors, to the extent permitted by law and
by the Company’s Articles of Association,
against any liabilities they may incur in the
execution of their duties as Directors of the
Company or of its subsidiaries. There were
no qualifying pension scheme indemnity
provisions in force during the 2025 financial
year for the Company’s Directors.
Directors’ interests in contracts and
conflicts of interest
No member of the Board had a material
interest in any contract of significance with the
Company, or any of its subsidiaries, at any time
during the period. Directors are required to
notify the Company of any conflict or potential
conflict of interest.
Capital structure and shareholder
voting rights
The shares in issue as at 24 November 2025,
being the latest practicable date prior to the
publication of this report, consisted of
122,848,795 ordinary shares of 0.01 pence
each of which 2,272,654 are held in treasury.
Therefore the total number of voting rights
in the Company as at 24 November 2025
was 120,576,141.
The changes in the Company’s issued
share capital during the financial year are
detailed in note 20 to the Consolidated
Financial Statements.
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Under the arrangements for the Share
Repurchase Programme, shares once
purchased, will be held in treasury or cancelled.
The authority would apply until the conclusion
of the AGM in 2027 or at close of business on
the date 15 months after the resolution is
passed, whichever is sooner (unless previously
renewed, varied or revoked by the Company at
a general meeting).
No dividends have been paid on shares while
held in treasury and no voting rights attach
to the treasury shares.
Shares held by Employee Benefit Trust
The Employee Benefit Trust (“EBT”) is a
discretionary employee benefit trust
constituted by a trust deed entered into on
12 February 2020 between Auction Topco
Limited and Zedra Trust Company (Guernsey)
Limited, independent offshore professional
trustees (the “Trustee”). The Company
succeeded Auction Topco Limited as the
settlor of the EBT under a deed of succession
entered into on 25 February 2021. The EBT is
operated as an employee share scheme within
the meaning of section 1166 of the Companies
Act 2006, with the purpose of encouraging and
facilitating the holding of shares by bona fide
employees of the Company (which for these
purposes includes the Executive Directors) and
its subsidiaries, former employees and certain
of their relatives or for their benefit.
Shares held by the Company’s EBT rank pari
passu with the other shares in issue and have
no special rights. Voting rights and rights of
acceptance of any offer relating to the shares
held in the Trust rests with the Trustee, who
may take account of any recommendation
from the Company.
Rights and obligations of ordinary shares
Holders of ordinary shares are entitled to
attend and speak at general meetings of the
Company and to appoint one or more proxies
or, if the holder of shares is a corporation, one
or more corporate representatives.
On a show of hands, each holder of ordinary
shares who is present in person or by proxy/
corporate representative shall have one vote.
There are no restrictions on voting rights or
the transfer of shares in the Company and the
Company is not aware of agreements between
holders of securities that result in such
restrictions. No shareholder holds ordinary
shares that carry special rights relating to
the control of the Company.
Powers of the Company to purchase
own shares
At the AGM held in January 2025, shareholders
passed a special resolution in accordance with
the Act to authorise the Company to make
market purchases of its own ordinary shares
up to a maximum of 12,224,721 ordinary shares,
representing 10% of the Company’s issued
ordinary share capital as at 4 December 2024.
The Company announced on 4 March 2025,
the intention to launch a share repurchase
programme of approximately $40m (“Share
Repurchase Programme”) which commenced
on 5 March 2025. The authority will expire at
the conclusion of the Company’s AGM in 2026.
To date, a total of 2,272,654 shares have been
bought back and held in treasury (see further
details on page 176). The Directors consider
the Share Repurchase Programme to be in
the best interests of the Company and of its
shareholders generally, and the Board has
proposed a resolution, which would authorise
the Company to purchase 10% (excluding any
treasury shares) of its own shares which will
be put to shareholders at the 2026 AGM.
Substantial shareholdings
The table below sets out those shareholders that have notified the Company of their direct or
indirect interest in 3% or more of the issued share capital of the Company in accordance with Rule
5 of the DGTR as at 24 November 2025, being the latest practicable date prior to the publication of
this report:
Shareholder
Holding
% Voting rights
FitzWalter Capital Ltd (UK)
Indirect
21.09
2
Liontrust
Indirect
8.47
2
T. Rowe Price Group
Indirect
7.63
1
Ameriprise / Threadneedle
Indirect
4.95
2
The Capital Group Companies Inc.
Indirect
3.91
1
Redwheel
Indirect
3.66
1
The Vanguard Group Inc
Indirect
3.60
1
Aberdeen Group plc
Indirect
3.54
1
Blackrock Inc
Indirect
3.03
1
Paradice Investment Management
Indirect
3.01
1
1.
Based on total voting rights of 120,576,141 as at 24 November 2025.
2.
Information provided to the Company pursuant to Rule 5 of the DGTR published on Regulatory Information Service and on the
Company’s website.
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Anti-takeover devices
We do not have any devices which would limit
the ability to perform a takeover of Auction
Technology Group plc. This includes devices
which would limit share ownership and/or issue
new capital for the purpose of limiting or
stopping a takeover.
Modern Slavery Statement
The Company’s Modern Slavery Statement is
reviewed and approved by the Board annually
and published on our corporate website, in line
with section 54(1) of the Modern Slavery Act
2015. The statement covers the activities of
the Company and its subsidiaries and details
policies, processes and actions we have taken
to ensure that slavery and human trafficking
are not taking place in our supply chains or any
part of our business. More information on
our statement can be found on our website
www.auctiontechnologygroup.com.
Articles of Association
The rules governing the appointment and
removal of Directors are contained in the
Company’s Articles of Association. Changes to
the Articles of Association must be approved
by a special resolution of the shareholders.
The powers of Directors are described in the
Matters Reserved for the Board document and
the Articles of Association, both of which can
be found on our website.
Change in control
The Company is required to disclose any
significant agreements which take effect,
alter or terminate upon a change of control
of the Company. In common with many
other companies, the Group’s bank facility
is terminable upon change of control of
the Company.
In the event of a change of control of the
Company, unvested LTIP awards will vest and
become exercisable for a period of six months
following the change of control to the extent
determined by the Remuneration Committee
in its absolute discretion. When making its
decision, the Remuneration Committee will
consider the period of time the award has been
held by the participant and the extent to which
the performance conditions have been
achieved. Where appropriate, and with the
agreement of the acquiring company, the
Committee may specify that unvested awards
will not become exercisable as a result of the
change of control and instead they will be
exchanged (in whole or in part) for awards over
shares in the acquiring company. Different
decisions can be taken in respect of different
grants of awards held by the participant.
There are no agreements between the
Company and its Directors or employees that
provide for compensation for loss of office or
employment because of a takeover bid other
than for payment for loss of office as detailed
on page 118.
Political donations
It is not the policy of the Company, or its
subsidiaries, to make political donations as
contemplated by the Companies Act and no
donations were made by the Company to any
political party during the year. However, the
application of the relevant provisions of the
Companies Act is very wide in nature and
normal business activities of the Company,
which might not be considered political
donations or expenditure in the usual sense,
may possibly be construed as political
expenditure and fall within the restrictions
of the Act. This could include sponsorships,
subscriptions, payment of expenses and
support for bodies representing the
community. The Board therefore intends to
renew shareholder authority at the Company’s
AGM to ensure that the Company does not
inadvertently breach these provisions.
Post balance sheet events
There were no events after the balance
sheet date.
Disclosure of information to the auditor
Each of the persons who is a Director at the
date of approval of this Annual Report
confirms that:
so far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
the Director has taken all the steps that he/she
ought to have taken as a Director in order to
make himself/herself aware of any relevant
audit information and to establish that the
Company’s auditor is aware of that information.
This confirmation is given and should be
interpreted in accordance with the provisions
of section 418 of the Companies Act 2006.
Auditor
Ernst & Young LLP has indicated its willingness
to continue in office and the Board recommends
the appointment of EY at the forthcoming AGM.
Annual General Meeting
The Notice of AGM accompanies this report as
a separate document. Full details of the AGM,
including the resolutions to be proposed for
shareholder approval, can be found in the
Notice of AGM.
Shareholders may requisition a general meeting
of the Company, ask for a resolution to be
tabled at the AGM or require the circulation
of a members’ statement in accordance with
the requirements and procedure set out in
the Companies Act 2006.
This report was approved by the Board of
Directors on 25 November 2025 and signed
on its behalf by:
Anne-Marie Palmer
Company Secretary
25 November 2025
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In preparing the Group Financial Statements,
International Accounting Standard 1 requires
that Directors:
properly select and apply accounting policies;
present information, including accounting
policies, in a manner that provides relevant,
reliable, comparable and understandable
information;
provide additional disclosures when
compliance with the specific requirements
of the financial reporting framework
are insufficient to enable users to understand
the impact of particular transactions, other
events and conditions on the entity’s financial
position and financial performance; and
make an assessment of the Company’s
ability to continue as a going concern.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Company
and enable them to ensure that the Financial
Statements comply with the Companies Act
2006. They are also responsible for safeguarding
the assets of the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the United
Kingdom governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
Statement of Directors’ responsibilities
in respect of the Annual Report and
Financial Statements
The Directors are responsible for preparing the
Annual Report and the Financial Statements of
the Group and Company in accordance with
applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law the Directors are required to
prepare the Group Financial Statements in
accordance with United Kingdom adopted
International Accounting Standards and with
the requirements of the Companies Act 2006.
The Directors have chosen to prepare
the parent Company Financial Statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law),
including FRS 101 “Reduced Disclosure
Framework” and the Companies Act 2006.
Under company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Company and
of the profit or loss of the Company for
that period.
In preparing the parent Company Financial
Statements, the Directors are required to:
select suitable accounting policies and then
apply them consistently;
make judgements and accounting estimates
that are reasonable and prudent;
state whether applicable UK Accounting
Standards have been followed, subject to any
material departures disclosed and explained
in the financial statements; and
prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the Group
will continue in business.
Directors’ Responsibilities
Responsibility statement of the
Directors in respect of the Annual
Report and Financial Statements
We confirm that to the best of our knowledge:
the Financial Statements, prepared in
accordance with the relevant financial
reporting framework, give a true and fair view
of the assets, liabilities, financial position and
profit or loss of the Company and the
undertakings included in the consolidation
taken as a whole;
the Strategic Report includes a fair review
of the development and performance of the
business and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks and
uncertainties that they face; and
the Annual Report and Financial Statements,
taken as a whole, are fair, balanced and
understandable and provide the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
This responsibility statement was approved by
the Board of Directors on 25 November 2025
and is signed on its behalf by:
John-Paul Savant
Sarah Highfield
Chief Executive Officer
Chief Financial Officer
25 November 2025
25 November 2025
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Opinion
In our opinion:
Auction Technology Group plc’s Group financial statements and Parent Company financial
statements (the “financial statements”) give a true and fair view of the state of the Group’s
and of the Parent Company’s affairs as at 30 September 2025 and of the loss for the year
then ended;
the Group financial statements have been properly prepared in accordance with UK-adopted
International Accounting Standards;
the Parent Company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Auction Technology Group plc (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the year ended 30 September 2025 which comprise:
Group
Parent Company
Consolidated Statement of Profit or Loss and
Other Comprehensive Income or Loss for the
year ended 30 September 2025
Company Statement of Financial Position as at
30 September 2025
Consolidated Statement of Financial Position
as at 30 September 2025
Company Statement of Changes in Equity for the
year then ended
Consolidated Statement of Changes in Equity
for the year then ended
Related notes 1 to 11 to the financial statements,
including material accounting policy information
Consolidated Statement of Cash Flows for the
year then ended
Related notes 1 to 25 to the financial
statements, including material accounting
policy information
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law and UK-adopted International Accounting Standards. The financial
reporting framework that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group
or the Parent Company and we remain independent of the Group and the Parent Company in
conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Group and Parent Company’s ability to continue
to adopt the going concern basis of accounting included:
Confirming our understanding of management’s going concern assessment process in
conjunction with our walkthrough of the Group’s financial statements close process and
engaging with management to ensure key factors such as covenant compliance, the Group’s net
current liability position, and the Group’s liquidity position were considered in their assessment,
ensuring this is consistent with our own independent risk assessment.
Obtaining management’s assessment of going concern, being for the period to 31 December
2026, including the underlying forecast models used in the assessment.
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In relation to the Group and Parent Company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report. However, because not all future events or
conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue
as a going concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of four
components and audit procedures on specific balances for a further five
components and central procedures on cash balances.
Key audit maers
Overstatement of revenue recognition as a result of management override
Capitalisation and impairment of internally generated software costs
Impairment of non-current assets
Chairish acquisition accounting – including the valuation of intangible
assets, goodwill, and deferred tax assets
Materiality
Overall Group materiality of $1.4m which represents 2% of EBITDA
adjusted for exceptional operating items.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK)
600 (Revised). We have followed a risk-based approach when developing our audit approach to
obtain sufficient appropriate audit evidence on which to base our audit opinion. We performed risk
assessment procedures to identify and assess risks of material misstatement of the Group
financial statements and identified significant accounts and disclosures. When identifying
components at which audit work needed to be performed to respond to the identified risks of
material misstatement of the Group financial statements, we considered our understanding of the
Group and its business environment, the potential impact of climate change, the applicable
financial framework, the Group’s system of internal control at the entity level, the existence of
centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures can be performed on cash balances across
the Group.
We then identified four components as individually relevant to the Group due to relevant events
and conditions underlying the identified risks of material misstatement of the Group financial
statements being associated with the reporting components and the same four components of
the Group as individually relevant due to materiality or financial size of the component relative to
the Group.
Challenging the appropriateness of management’s forecasts and consideration of downside
sensitivities. This involved:
Assessing historical accuracy of management’s forecasting and considering the results of that
assessment within the assessment of the adequacy of severe but plausible downside
scenarios.
Confirming that the forecasts used were the same as those which were approved by the
Board.
Challenging the forecasts by comparing key assumptions (including revenue, costs and cash
flows) against current business activity.
Ensuring that management’s downside scenarios were reflective of the principal risks of the
business and had been quantified within the modelling appropriately.
Obtaining management’s reverse stress test to determine the relevant combination of
downturn factors during the period under assessment which would eliminate the covenant
and liquidity headroom and comparing this with actual historical performance.
Considering whether there are other potential downsides for the Group which are not
modelled in management scenarios and the potential impact of these.
Confirming the clerical accuracy and logical integrity of the cash flow forecast model used to
prepare the Group’s going concern assessment.
Reviewing the underlying terms, including covenant requirements, of the debt facilities by
examination of executed documentation.
Extending our procedures to consider any significant events outside of the going concern period
that needed to be taken into account or confirming no such events, including enquiries of
management and reviewing the maturity of the Group’s debt.
Assessing whether any material climate-related risks should be incorporated into the Group’s
forecasts in the period assessed for going concern, including the shorter term cash costs
associated with the actions the Group intends to take to achieve its longer term science based
targets.
Considering whether any contradictory evidence exists that indicates additional uncertainty in
management’s forecast, including reviewing board minutes, analyst reports, press reports and
making other enquiries of management. We additionally reviewed external forecasts in relation
to the underlying industry verticals and economic forecasts to identify inconsistencies with
management’s assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group and
Parent Company’s ability to continue as a going concern for a period through to 31 December 2026.
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For those individually relevant components, we identified the significant accounts where audit
work needed to be performed at these components by applying professional judgement, having
considered the Group significant accounts on which centralised procedures will be performed, the
reasons for identifying the financial reporting component as an individually relevant component
and the size of the component’s account balance relative to the Group significant financial
statement account balance.
We then considered whether the remaining Group significant account balances not yet subject
to audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group
financial statements. We selected five components of the Group to include in our audit scope to
address these risks.
Having identified the components for which work will be performed, we determined the scope
to assign to each component.
Of the nine components selected, we designed and performed audit procedures on the entire
financial information of four components (“full scope components”). For four components, we
designed and performed audit procedures on specific significant financial statement account
balances or disclosures of the financial information of the component (“specific scope
components”). For the remaining one component, we performed specified audit procedures
to obtain evidence for one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out
in the Key audit matters section of our report.
All procedures were performed by the Group audit team in the UK.
Climate change
Stakeholders are increasingly interested in how climate change will impact Auction Technology
Group plc. The Group has determined that the most significant future impacts from climate
change on its operations will be from potential outages of data centres as a result of acute
weather events, increased competition in the online secondary goods market and increasing costs
from hosting providers from increased carbon prices. These are explained on pages 56 to 59 in
the Task Force on Climate Related Financial Disclosures and on pages 36 to 41 in the principal
risks and uncertainties. They have also explained their climate commitments on page 59. All of
these disclosures form part of the “Other information”, rather than the audited financial
statements. Our procedures on these unaudited disclosures therefore consisted solely of
considering whether they are materially consistent with the financial statements, or our
knowledge obtained in the course of the audit or otherwise appear to be materially misstated,
in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the
Group’s business and any consequential material impact on its financial statements.
The Group has explained in note 1, the basis of preparation, how they have reflected the impact
of climate change in their financial statements, including how this aligns with their commitment
to the aspirations of the Paris Agreement to achieve net zero emissions by 2050. There are no
significant judgements or estimates relating to climate change in the notes to the financial
statements, given that the Group’s operations focus on providing digital marketplace technology,
which is considered to have a lower environmental impact.
Our audit effort in considering the impact of climate change on the financial statements was
focused on evaluating management’s assessment of the impact of climate risk, physical and
transition, their climate commitments, the effects of material climate risks disclosed on pages 60
to 63 and whether these have been appropriately reflected in line with the requirements of the
relevant accounting framework. As part of this evaluation, we performed our own risk
assessment, supported by our climate change internal specialists, to determine the risks of
material misstatement in the financial statements from climate change which needed to be
considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of
going concern and viability and associated disclosures. Where considerations of climate change
were relevant to our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial
statements to be a key audit matter or to impact a key audit matter.
Key audit maers
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in our opinion
thereon, and we do not provide a separate opinion on these matters.
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Overstatement of revenue recognition as a result of management override (2025: $190.2m, 2024: $174.2m)
Refer to the Accounting policies (pages 154); and Note 5 of the Consolidated Financial Statements (page 162)
The recognition of revenue across the Group’s revenue streams includes manual processes, primarily in relation to the recognition of contract assets and liabilities, as well as with respect to the accounting for manual
provisions for revenue earned but not yet reconciled with Auction Houses.
Revenue is recognised once the auction event closes, however subsequent adjustments can arise, in particular relating to lots where the end customer defaulted.
There is a risk that revenue may be manipulated through management override of the manual processes to meet key performance targets which are based on revenue performance and adjusted diluted EPS growth.
Our response to the risk
Key observations communicated to the Audit Committee
We performed the following procedures:
Performed walkthroughs of the revenue processes and assessed the design effectiveness of key controls.
Obtained management’s year end reconciliation of the Customer Relationship Management (‘CRM’) system and the general ledger (including testing
material reconciling items) or agreed a sample of closed sale events back to revenue recognised.
Considered the completeness of revenue through obtaining management’s calculation of credit note and hammer value provisions recognised at the balance
sheet date. These provisions are calculated manually and therefore are more susceptible to management override. The key input in the calculation is the
provision rate, which is calculated based on historic trends. We corroborated this provision rate to the historic actuals. We additionally obtained the listing of
credit notes issued subsequent to the balance sheet date to ensure that the provisions recognised by management were consistent with actual credit notes
raised post the balance sheet date.
For contract assets, which represent accrued income for when the Group has satisfied its performance obligations prior to invoicing, we selected a sample
and obtained supporting evidence to validate the timing of auction completion. We have also traced the amounts to subsequent invoices or agreed the
amounts recognised through to the underlying contract to validate the recognition of revenue of event fees and commissions earned.
For contract liabilities, which represent deferred income for software/subscription and shipping fees received in advance of all performance obligations
being fully satisfied or satisfied over time, we selected a sample and obtained supporting evidence in the form of the supporting invoice and proof of
payment. For software/subscription fees we tested the amounts released from deferred revenue by recalculating the subscription period which had
elapsed since the service was activated compared with the length of the service to validate the correct allocation between the revenue recognised in the
current and future period. For shipping fees, we validated the delivery to the customer was completed after the balance sheet date.
We have also:
Performed disaggregated analytical reviews by revenue stream and, where applicable, by underlying revenue data points, investigating any trends outside
of expectations.
Used data analytics to complete a correlation of revenue transactions recognised during the period through to cash receipts. We have performed
additional substantive testing on a sample of journal entries not following the expected flow of transactions.
Reviewed the Group’s revenue accounting policy in accordance with IFRS 15. We also focussed on the application of the Group accounting policy for the
newly acquired Chairish business, focussing on the process management undertook to determine the revenue recognition policy in accordance with IFRS
for all the material Chairish revenue streams.
Reviewed the Group’s disclosures in relation to revenue recognition in the Annual Report and Accounts to confirm the adequacy of disclosure of the
Group’s revenue accounting policy and associated judgements, including the additional disclosures included to outline how the revenue for Chairish had
been applied within the group’s accounting policy.
Data driven journal entry testing was also performed over full and specific scope locations on a risk-based approach, to identify and evaluate any unusual
journals posted by Group/component management to revenue, including testing consolidation journals.
We performed full and specific scope procedures over revenue over five components, which covered 86% (FY24: 74%) of all Group revenue. We performed the
full extent of procedures noted above for revenue on one further component within our specified procedures scope, which covered 4% of all Group revenue.
Revenue for the year to 30 September 2025 has been
recognised appropriately in accordance with IFRS 15
Revenue from Contracts with Customers.
We concluded that management’s disclosures in
relation to revenue, including disclosed accounting
policies, are appropriate. As part of our procedures,
we noted no indication of deliberate or other
manipulation of revenue cut-off or management
override.
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Capitalisation and impairment of internally generated software (2025: $21.9m net book value including $11.0m additions, 2024: $18.9m net book value including $10.8m additions)
Refer to the Audit Committee Report (page 102); Accounting policies (page 152); and Note 12 of the Consolidated Financial Statements (pages 167 to 169)
There is a risk that costs could be inappropriately capitalised as internally generated software as an opportunity for management to improve market KPIs such as EBITDA and performance targets linked to
remuneration, such as adjusted diluted EPS growth.
There is also significant judgement relating to IAS 38 capitalisation criteria and a risk that the carrying values of capitalised costs are not supported by incremental future cashflows, in line with IAS 36.
Our response to the risk
Key observations communicated to the Audit Committee
Our procedures focused on assessing the projects with significant capitalisation in the period, in particular in relation to whether these projects met
the criteria for capitalisation under IAS 38 and SIC-32 (capitalisation criteria for website costs), and whether there were any indicators of impairment for
the projects.
For all significant balances of internally generated software costs which had been capitalised, which we deemed to be in scope, we:
Performed walkthroughs of the capitalised internally generated software process and assessed the design effectiveness of key controls.
Selected a sample of key feature projects to understand the nature of the additions and assessed whether items have been appropriately capitalised in
accordance with IAS 38 at a project level. We specifically challenged this with respect to features that are already in use, in order to corroborate
management’s judgements around whether the costs are likely to give rise to incremental economic benefit.
Performed analytical procedures, including comparisons of amounts capitalised year on year, and the ratio of costs capitalised versus expenses in
comparison to prior periods and comparator benchmarks.
Challenged management with respect to the useful economic life of the assets capitalised.
Audited a sample of underlying capitalised costs to supporting documentation, including third party invoices where these related to external contractor
costs, and underlying payroll records for internal capitalised salaries, challenging the reasonableness of the allocation of salary costs being capitalised
through reviewing the proportion of their time spent on the project and discussions directly with project managers to corroborate this.
Reviewed the Group’s disclosures in relation to capitalised internally generated software in the Consolidated Financial Statements to confirm the
adequacy of disclosure of the Group’s capitalisation policy and associated judgements.
Assessed the impairment of assets in use and those still under development in accordance with IAS 36 by considering whether there are any indicators of
impairment, including obsolescence/replacement of technology or key features.
Searched for journal entries posted in relation to capitalised internally generated software that meet certain unusual qualitative criteria, such as those
posted by senior finance personnel or those posted outside of the standard close process. We obtained supporting evidence to validate the amounts
posted, including obtaining relevant approvals for the journal entry. No such journal entries were identified.
All procedures were performed by the Group primary team covering 100% of the balance.
We concluded that the capitalisation of internally
generated software under IAS 38 are materially correct,
and that it is appropriate that no impairment has been
recorded on these assets at 30 September 2025.
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Impairment of non-current assets (2025: $150.9m of goodwill impairment, 2024: $nil) and £91.9m of Parent Company investments impairment, 2024: $nil)
Refer to the Audit Committee Report (page 99); Accounting policies (page 152); Note 12 of the Consolidated Financial Statements (pages 167 to 169) and Note 5 of the Company Financial Statements (page 187).
Management applies judgement in assessing the valuation of goodwill and acquired intangibles, particularly in estimating future cash flows and deriving the appropriate discount rates. There is a risk that
impairments are not identified, and that the value of goodwill and acquired intangibles are overstated.
There is a risk that the Parent Company investment is not supported by the subsidiaries future forecast cashflows.
Our response to the risk
Key observations communicated to the Audit Committee
We performed the following:
Understood the annual goodwill and acquired intangible impairment process and assessed the design effectiveness of key controls.
Compared management’s process and methodology against the requirements of IAS 36 ‘Impairment of Assets’, including reviewing management’s paper
on the grouping of the cash generating units (‘CGUs’), for the purposes of goodwill impairment testing.
Examined management’s methodology and model for assessing the VIU for investments in subsidiaries, including testing the deductions made for:
The fair value of the Group’s external debt; and
The fair value of the Group’s intercompany payable due to the Parent Company
Considered the triggers for impairment, including the impact of market guidance and macroeconomic factors impacting the discount rate and long term
growth rate.
Validated the mathematical accuracy of the models management uses to quantify its impairment assessments across both goodwill and Parent Company
investment impairment.
Compared the discount rates and growth rates used by management to a range of acceptable outcomes determined independently by EY specialists.
Challenged management in relation to the key assumption of forecast EBITDA CAGR through enquiries of local management, commercial finance and
product development teams, as well as external market data.
Searched for any contradictory evidence, including whether any indicators of impairment were omitted from management’s assessment, including review
of Board minutes, analyst reports, press reports and other enquiries of management.
Assessed the adequacy of sensitivity analysis performed by management and performed additional sensitivities for known uncertainties within the
business that may not have been modelled directly by management
Assessed the historical accuracy of management’s forecasting process through reviewing forecast versus actuals analyses for the current year.
Agreed the forecasts used to Board approved forecasts.
Audited the Group’s disclosures and sensitivity analysis disclosures in accordance with the requirements of IAS 36 and IAS 1 in respect of the impairment
of investments and goodwill.
All procedures were performed by the Group primary team covering 100% of the balance across goodwill and Parent Company investments
Based on the procedures performed, we found that
management’s impairment assessment was
consistent with the requirements of IAS 36.
Management have recorded impairments of goodwill
in relation to the Arts & Antiques group of cash
generating units ($142.6m) and the Auction Services
group of cash generating units ($8.3m). Management
have also recorded an impairment of investments in
subsidiaries held by the Company of £91.9m.
We concluded these impairments to be calculated
appropriately.
We also concluded that the remaining value of
goodwill, intangible assets and investments in
subsidiaries to be appropriately supported by the
value-in-use calculated by management.
We concluded that the disclosures, including the key
assumptions and sensitivities including in Note 12 of
the Consolidated Financial Statements and Note 5 of
the Company financial statements, are appropriate.
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Annual Report 2025
Chairish acquisition accounting – including the valuation of intangible assets, goodwill, and deferred assets
Refer to the Audit Committee Report (page 100); Accounting policies (pages 150 to 151); and Note 11 of the Consolidated Financial Statements (pages 165 to 166)
On 4 August 2025, the Group acquired Chairish Inc for a total consideration of $89.2m. The Directors have accounted for this acquisition as a business combination in accordance with the requirements of IFRS 3
and have calculated the provisional fair value of the acquired assets and liabilities as at the date of acquisition. This included engaging external valuation specialists to support in identifying and calculating the fair
value of intangible assets, which were concluded as being customer relationships ($25.6m), the “Chairish” and “Pamono” trade names ($12.8m) and acquired technology ($6.3m). The Directors also recognised a
provisional goodwill balance of $48.9m and a provisional deferred tax asset of $4.2m in respect of previously unrecognised income tax losses and other temporary differences, offset by the deferred tax liability
arising on the acquired intangible assets.
The valuations of such assets are inherently judgemental and we identified certain key assumptions supporting the valuation of the intangible assets to contain significant estimation uncertainty, and judgement.
These assumptions include the anticipated revenue synergies between the legacy ATG platforms and Chairish/Pamono, and the trade name royalty rates applied for the acquired trade names.
Given the size and importance of the acquisition to the Group as a whole, we determined the acquisition accounting of Chairish to be a key audit matter. We determined that the recognition and valuation of
intangible assets and acquired US tax losses have a high degree of estimation uncertainty, with consequent impact on goodwill, and with a potential range of reasonable outcomes greater than our materiality for
the Financial Statements as a whole. We therefore concluded that these elements of the Chairish acquisition accounting specifically were a significant risk.
Our response to the risk
Key observations communicated to the Audit Committee
In order to respond to the significant risk relating to the valuation of intangible assets, goodwill, and deferred tax assets, we performed the following
procedures:
We completed a walkthrough of management’s acquisition accounting process including the related internal controls in place to address the risks around
the valuation of intangible assets. This also included obtaining evidence of board approval for this transaction.
We reviewed the accounting paper prepared by management, which sets out management’s assessment of this transaction being accounted for as a
business combination in accordance with IFRS 3.
We understood the work of the external expert engaged by the Group by inspecting the engagement letter and making enquiries of the expert and
evaluating their competence, capability and objectivity.
With the assistance of our own valuation specialists, we challenged the completeness of intangible assets identified, and assessed the appropriateness of
the valuation methodologies.
We also challenged the key assumptions applied for the intangible assets (the revenue synergies anticipated between the legacy ATG platforms and
Chairish/Pamono).
Tested the trade name royalty rates by comparing them to relevant market benchmarks and assessing the transaction specific qualitative factors.
Assessed the appropriateness of the useful life attributed to the separately identifiable intangible assets.
Considered the appropriateness of the relative split of goodwill and acquired intangibles in light of the deal being predicated on future synergies
Assessed the appropriateness of the tax assumptions underpinning the deferred tax asset recognition, including the interpretation and application of the
relevant legislation and limitations on the use of losses where there is a change of ownership.
Challenged management’s assessment of the expected timing of the reversal of deferred tax liabilities and the appropriateness of the offset of losses
against those reversals.
For our wider considerations on the acquisition accounting of Chairish Inc, we also performed the following procedures:
We tested the consideration transferred to the acquisition agreement and supporting documentation and to the total amount recorded and disclosed.
We obtained and reviewed the sale and purchase agreement to ensure that the accounting transactions recorded were consistent with the terms and
conditions of the deal, including the acquisition date in which control passed to the Group on 4th August 2025.
We obtained the opening balance sheet and tested whether the acquired assets and liabilities had been appropriately recognised and measured at fair
value. We also tested the adjustments recorded to convert the accounting for the Chairish business to IFRS and the Group’s accounting policies.
We reviewed the Group’s disclosures in accordance with the requirements of IFRS 3, to ensure the adequacy of the disclosures around the acquisition.
All procedures were performed by the Group primary team covering 100% of the balance of acquired intangible assets, deferred tax asset and goodwill
through the Chairish transaction.
Based on our procedures performed, we concluded
that the provisional valuation and associated
accounting of intangible assets, deferred tax assets
and goodwill arising from the purchase of Chairish Inc
to be appropriate.
We are also satisfied that the acquisition of Chairish
has been appropriately accounted for and concluded
that the disclosure in the Consolidated Financial
Statements in relation to the acquisition is
appropriate.
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Annual Report 2025
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to
reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, quantum of misstatements in the prior period, our judgement was that performance
materiality be set at 75% of our planning materiality, namely $1.1 million.
Audit work for component for the purpose of obtaining audit coverage over significant financial
statement accounts is undertaken based on a percentage of total performance materiality. The
performance materiality set for each component is based on the relative scale and risk of the
component to the Group as a whole and our assessment of the risk of misstatement at that
component. In the current year, the range of performance materiality allocated to components
was $0.3m to $0.8m.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit
differences in excess of $0.07 million, which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality
discussed above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 1
to 133 other than the financial statements and our auditor’s report thereon. The Directors are
responsible for the other information contained within the Annual Report.
Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect
of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $1.4 million, which is 2% of EBITDA adjusted for
exceptional operating items. We believe that EBITDA adjusted for exceptional operating items
provides us with the most relevant performance measure to the stakeholders of the Group, taking
into account the maturity of the Group as a listed business, the metrics on which the most focus
is given by the users of the financial statements (including analysts and external banking
arrangements, and benchmarks to comparable companies.
We determined materiality for the parent Company to be £4.6m, which is 1% of net assets. Where
parent Company balances were audited as part of the Group audit, they were audited to an
allocation of the Group’s performance materiality.
Starting
basis
Loss before tax – $145.8m
Adjustments
Net finance costs – $11.6m
Impairment of goodwill – $150.9m
Depreciation & amortisation – $43.5m
Exceptional operating items – $10.2m
Materiality
EBITDA adjusted for exceptional operating items $70.4m
Materiality of $1.4m (2% of EBITDA adjusted for exceptional operating items)
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Annual Report 2025
Opinions on other maers prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
Maers on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the Parent Company financial statements and the part of the Directors’ Remuneration Report
to be audited are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the Group and Company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review
by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified set out on page 33;
Directors’ explanation as to its assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 42 and 43;
Directors’ statement on whether it has a reasonable expectation that the Group will be able
to continue in operation and meets its liabilities set out on page 33;
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Directors’ statement on fair, balanced and understandable set out on page 103;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 34 to 41;
The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 103; and
The section describing the work of the audit committee set out on page 97 and 98.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on pages 129 to 133, the
Directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and
parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
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Annual Report 2025
Other maers we are required to address
Following the recommendation from the audit committee, we were appointed by the Company
on 30 January 2025 to audit the financial statements for the year ending 30 September 2025
and subsequent financial periods. The period of total uninterrupted engagement including
previous renewals and reappointments is two years, covering the years ending 30 September
2024 to 30 September 2025.
The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Katie Dallimore-Fox (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Reading
25 November 2025
However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the Company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to
the Group and determined that the most significant are that relate to the reporting framework
(namely UK-adopted International Accounting Standards, Financial Reporting Standard 101
Reduced Disclosure Framework, the Companies Act 2006, the UK Corporate Governance Code),
the Listing Rules of the London Stock Exchange, and the tax legislation in the Group’s various
jurisdictions. In addition, we concluded there to be other significant laws and regulations with
a material indirect effect on the financial statements, being the General Data Protection
Regulations, UK Bribery Act, employment law, Energy and Carbon regulations, USA Firearms
legislation, Laws around sale of Nazi memorabilia in Germany, Restrictions of ivory items and
Competition law in the Group’s various jurisdictions.
We understood how Auction Technology Group plc is complying with those frameworks through
enquiries of Group management, the Internal Audit function and internal legal counsel. We
corroborated our enquiries through reviewing Board and Audit Committee minutes, as well as
considering the results of our audit procedures across the Group.
We assessed the susceptibility of the Group’s financial statements to material misstatement,
including how fraud might occur by meeting with management to understand where they
considered there was susceptibility to fraud. We also considered performance targets and their
influence on efforts made by management to manage earnings or influence the perceptions of
analysts. We considered the programmes and controls that the Group has established to
address the risk identified, or that otherwise prevent, deter and detect fraud; and how senior
management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with
such laws and regulations. Our procedures involved reviewing Board minutes to identify
non-compliance with such laws and regulations, reviewing reports issued to the Audit and Risk
Committee on compliance with regulations, enquiries with legal counsel, Group management
and internal audit, as well as performing journal entry testing. We performed specific key word
searches using criteria defined based on our understanding of the business, enquiries of Group
management, Our focus centred around journal entries indicating unusual transactions using our
data analytics platform, supported by discussions with our internal forensics specialists.
A further description of our responsibilities for the audit of the financial statements is located on
the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
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Auction Technology Group plc
Annual Report 2025
Consolidated Statement of Profit or Loss and Other Comprehensive Income or Loss
for the year ended 30 September 2025
Note
Year ended
30 September
2025
$000
Year ended
30 September
2024
$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
12
(150,863)
Net impairment loss on trade receivables
14
(707)
(2,224)
Other operating income
14
24
Operating (loss)/profit
6
(134,219)
32,428
Finance income
8
772
258
Finance costs
8
(12,332)
(14,303)
Net finance costs
8
(11,560)
(14,045)
(Loss)/profit before tax
(145,779)
18,383
Income tax
9
1,184
5,809
(Loss)/profit for the year aributable to the equity holders of the Company
(144,595)
24,192
Other comprehensive (loss)/income for the year aributable 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
22
2,117
13,019
Tax relating to these items
9
(30)
(3,255)
Other comprehensive income for the year, net of income tax
1,350
10,708
Total comprehensive (loss)/income for the year aributable to the equity holders of the Company
(143,245)
34,900
(Loss)/earnings per share
cents
cents
Basic
10
(118.2)
19.7
Diluted
10
(118.2)
19.5
The above results are derived from continuing operations.
The notes on pages 148 to 183 are an integral part of these Consolidated Financial Statements.
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Corporate Governance
Financial Statements
Further Information
144
Auction Technology Group plc
Annual Report 2025
Consolidated Statement of Financial Position
as at 30 September 2025
 
Note
30 September
2025
$000
Restated
30 September
2024
$000
Restated
1 October
2023
$000
ASSETS
Non-current assets
Goodwill
12
479,595
580,829
569,412
Other intangible assets
12
257,926
244,274
269,729
Property, plant and equipment
13
708
827
874
Right of use assets
17
1,874
2,699
3,941
Trade and other receivables
14
407
1,427
138
Total non-current assets
740,510
830,056
844,094
Current assets
Trade and other receivables
14
19,287
17,423
19,965
Contract assets
5
1,991
1,499
1,856
Tax assets
2,453
124
Cash and cash equivalents
15
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
18
(187,160)
(98,530)
(132,923)
Tax liabilities
(976)
Lease liabilities
17
(1,494)
(2,549)
(3,240)
Deferred tax liabilities
19
(20,455)
(33,857)
(48,130)
Total non-current liabilities
(209,109)
(134,936)
(185,269)
Current liabilities
Trade and other payables
16
(36,652)
(11,491)
(30,343)
Contract liabilities
5
(3,631)
(1,639)
(1,851)
Loans and borrowings
18
(35)
(22,953)
(15,688)
Tax liabilities
(335)
(4,483)
(3,779)
Lease liabilities
17
(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
2025
$000
Restated
30 September
2024
$000
Restated
1 October
2023
$000
EQUITY
Share capital
20
17
17
17
Share premium
20
335,162
334,463
334,458
Other reserve
20
328,251
330,310
330,310
Treasury shares
20
(16,462)
Capital redemption reserve
20
7
7
7
Share option reserve
20
26,465
31,418
32,683
Foreign currency translation
reserve
20
(27,482)
(28,862)
(42,825)
Retained (losses)/earnings
20
(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.
The notes on pages 148 to 183 are an integral part of these Consolidated Financial Statements.
The Consolidated Financial Statements were approved by the Board of Directors on
25 November 2025 and signed on its behalf by:
John-Paul Savant
Sarah Highfield
Company registration number 13141124
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Corporate Governance
Financial Statements
Further Information
145
Auction Technology Group plc
Annual Report 2025
Consolidated Statement of Changes in Equity
for the year ended 30 September 2025
Note
Share capital
$000
Share premium
$000
Other reserve
$000
Treasury
shares
$000
Capital
redemption
reserve
$000
Share option
reserve
$000
Foreign
currency
translation
reserve
$000
Retained
(losses)/
earnings
$000
Total
equity
$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 (restated see note 1)
17
334,458
330,310
7
32,683
(42,825)
(15,856)
638,794
Profit for the year
24,192
24,192
Other comprehensive income/(loss)
13,963
(3,255)
10,708
Total comprehensive income for the year
13,963
20,937
34,900
Transactions with owners
Shares issued
20
5
5
Share-based payments
20
(1,265)
7,665
6,400
Tax relating to items taken directly to equity (restated)
9
(683)
(683)
30 September 2024 (restated see note 1)
17
334,463
330,310
7
31,418
(28,862)
12,063
679,416
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
20
699
699
Repurchase of ordinary share capital
20
(16,462)
(16,462)
Share-based payments
20
(4,953)
11,282
6,329
Transfer between reserves on impairment of subsidiaries
20
(2,059)
2,059
Tax relating to items taken directly to equity
9
(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.
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Financial Statements
Further Information
146
Auction Technology Group plc
Annual Report 2025
Consolidated Statement of Cash Flows
for the year ended 30 September 2025
Note
Year ended
30 September
2025
$000
Year ended
30 September
2024
$000
Cash flows from operating activities
(Loss)/profit before tax
(145,779)
18,383
Adjustments for:
Impairment of goodwill
12
150,863
Amortisation of acquired intangible assets
12
33,273
32,484
Amortisation of internally generated software
12
8,927
6,532
Depreciation of property, plant and equipment
13
439
426
Depreciation of right of use assets
17
907
939
Loss on derecognition of right of use assets
17
99
Share-based payment expense
21
6,418
6,015
Finance income
8
(772)
(258)
Finance costs
8
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
11
(84,843)
Additions to internally generated software
12
(10,994)
(10,843)
Payment for property, plant and equipment
13
(311)
(362)
Receipt of interest on lease receivable
17
10
9
Receipt of lease asset
17
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
11
(10,000)
Repayment of loans and borrowings
18
(142,636)
(37,150)
Proceeds from loans and borrowings
18
210,000
9,500
Payment of interest on lease liabilities
17
(182)
(281)
Payment of lease liabilities
17
(955)
(749)
Shares issued
20
699
5
Repurchase of shares
20
(16,462)
Interest and fees on loans and borrowings paid
18
(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
15
13,163
6,826
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Corporate Governance
Financial Statements
Further Information
147
Auction Technology Group plc
Annual Report 2025
Strategic Report
Corporate Governance
Financial Statements
Further Information
Notes to the Consolidated Financial Statements
148
Auction Technology Group plc
Annual Report 2025
1. Accounting policies
General information
Auction Technology Group plc (the “Company”) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales. The
registered office of the Company is The Harlequin Building, 65 Southwark Street, London, SE1 0HR,
United Kingdom.
The Group’s principal activities are the operation of online marketplaces, through which the Group
generates income. The nature of the Company and its subsidiaries (the “Group”) is set out in
note 25 and in the Strategic Report on pages 3 to 77.
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
Restated
Reported
Restated
Audited
Audited
Audited
Audited
Year ended
Year ended
Year ended
Year ended
30 September
30 September
30 September
1 October
2024
Change
2024
2023
Change
2023
 
$000
$000
$000
$000
$000
$000
Goodwill (see note 12)
589,989
(9,160)
580,829
578,572
(9,160)
569,412
Net deferred tax liabilities (see note 19)
(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.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
1. Accounting policies
149
Auction Technology Group plc
Annual Report 2025
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 Company has elected to prepare its parent
Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”) and the Companies Act 2006; these are presented on
pages 184 to 188.
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.
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 as set out on pages 42 and 43. 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.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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1. Accounting policies
150
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Annual Report 2025
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 12), 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.
Basis of consolidation
The Consolidated Financial Statements consist of the financial statements of the ultimate parent
Company and all entities controlled by the Company. Control is achieved where the Company has
the power to govern the financial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the ability to use its power to affect
its returns. The results of subsidiaries acquired or sold are included in the Consolidated Financial
Statements from the date on which control commences until the date on which control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Employee Benefit Trust
The assets and liabilities of the Employee Benefit Trust have been included in the Consolidated
Financial Statements. Any assets held by the Employee Benefit Trust cease to be recognised on
the Consolidated Statement of Financial Position when the assets vest unconditionally in
identified beneficiaries.
The costs of purchasing own shares held by the Employee Benefit Trust are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity. Neither the
purchase nor sale of own shares leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations.
The consideration transferred by the Group to obtain control of a subsidiary is calculated as
the sum at the acquisition date of assets transferred, liabilities incurred, and the equity interests
issued by the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Strategic Report
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Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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1. Accounting policies
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Goodwill is stated after separate recognition of other identifiable intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classified. Contingent consideration that is classified as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in profit or loss.
If the accounting for business combinations involves provisional amounts, which are finalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.
Foreign currency
Functional currency
The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US holding companies, is measured using the currency of the primary economic environment
in which the entity operates. The US holding companies in FY25 which had a functional currency
of pound sterling include ATG US Holdings Limited and ATG US Holdings Inc.
Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency
at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated into US dollars at the rates of exchange at the
reporting date. Gains and losses arising on foreign currency borrowings, to the extent that they are
used to provide a hedge against the Group’s equity investments in overseas undertakings, are
taken to the Consolidated Statement of Other Comprehensive Income or Loss together with the
exchange difference arising on the net investment in those undertakings. All other exchange
differences on monetary items are taken to the Consolidated Statement of Profit or Loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into US dollars
at the rate of exchange prevailing at the reporting date and their statements of profit or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in the Consolidated Statement of Other Comprehensive Income and accumulated in
a foreign currency translation reserve. On disposal of a foreign operation, the component of other
comprehensive income relating to that foreign operation is recognised in the Statement
of Profit or Loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of the foreign entity and translated at the acquisition closing rate. This is
then revalued at the year-end rate with any foreign exchange difference taken directly to the
translation reserve.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. Depreciation is charged to the Consolidated
Statement of Profit or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight-line
Computer equipment
3 to 5 years straight-line
Fixtures and fittings
3 to 5 years straight-line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the net sale proceeds and the carrying amount of the asset and is recognised in the
Consolidated Statement of Profit or Loss.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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1. Accounting policies
152
Auction Technology Group plc
Annual Report 2025
Intangible assets
Identifiable intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s
cash-generating units (“CGUs”) expected to benefit from the synergies of the combination. CGUs
to which goodwill has been allocated are tested for impairment annually, or more frequently when
there is an indication that the unit may be impaired. If the recoverable amount of the CGU is less
than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on
the basis of the carrying amount of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
Internally generated soſtware
Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
technical feasibility of the completed intangible asset has been established;
it can be demonstrated that the asset will generate probable future economic benefits;
adequate technical, financial and other resources are available to complete the development;
the expenditure attributable to the intangible asset can be reliably measured; and
management has the ability and intention to use or sell the asset.
These projects are designed to develop new features for the Group’s marketplaces. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the configuration and capitalisation
of SaaS projects when it is able to obtain economic benefits from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is amortised from the point at which the asset is
available for use. Assets are amortised over the period the Group is expected to benefit and are
subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Profit or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
indefinite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of non-financial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the recoverable amount of
the CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Profit or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.
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Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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Cash and cash equivalents
Cash and cash equivalents include cash at banks, balances held in online payment accounts, cash
in transit due from credit card providers and cash in hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months or less and
restricted cash.
Restricted cash includes cash held by the Group which can only be used to exchange or settle a
specific liability in the future and cash held by the Trustee of the Group’s Employee Benefit Trust.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through profit or loss which are
measured initially at fair value. Subsequent measurement of financial assets and financial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement, the Group classifies its financial assets into the
following categories: financial assets at amortised cost, financial assets at fair value through profit
or loss (“FVTPL”) and financial assets at fair value through other comprehensive income.
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents,
contract assets, trade receivables and most other receivables fall into this category of financial
instruments.
The Group recognises a loss allowance for expected credit losses (“ECL”) on financial assets
that are measured at amortised cost. The amount of ECL is updated at each reporting date
to reflect changes in credit risk since initial recognition of the respective financial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these financial assets are
estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted
for factors that are specific to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including the
time value of money where appropriate.
All income and expenses relating to financial assets that are recognised in the Consolidated
Statement of Profit or Loss are presented within finance costs or finance income, except for
impairment of trade receivables which is presented within other administrative expenses.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings, contract liabilities and trade and
other payables. Payments received from buyers on the Chairish and Pamono marketplaces
include amounts due to sellers. Such amounts are held on the Group’s Statement of Financial
Position within trade payables to sellers until settlement. Accordingly the Group’s Statement of
Financial Position includes significant funds payable to sellers, reflecting the timing difference
between buyer remittance and seller payout.
Financial liabilities are measured at amortised cost using the effective interest method, except for
financial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Profit or Loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are
reported in the Consolidated Statement of Profit or Loss are included within finance costs or
finance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm
commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
there is an economic relationship between the hedged item and the hedging instrument;
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Profit or Loss on disposal of the foreign operation.
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Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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1. Accounting policies
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Revenue recognition
Revenue comprises the fair value of consideration received or receivable for services rendered
in the ordinary course of the Group’s activities, net of value-added tax. The Group recognises
revenue when (or as) it satisfies a performance obligation by transferring control of a promised
service to a customer in accordance with IFRS 15 “Revenue from Contracts with Customers”.
The Group’s primary revenue streams are commission fees, subscription and fixed fees and value
added services which includes marketing and advertising services, payment processing and
shipping services.
For each revenue stream, management assesses whether the Group controls the specified
goods or services before they are transferred to the customer. This assessment is based on
whether the Group:
is primarily responsible for fulfilling the promise to provide the service;
has inventory or credit risk; and
has discretion in establishing prices.
Commission fees
The Group charges auction houses or sellers a commission fee for each completed sale through
the platform. The fee is typically calculated as a percentage of the gross merchandise value
(“GMV”) of the transaction. The Group’s performance obligation is to provide an online platform
that facilitates transactions between buyers and sellers. The Group does not obtain control of
the goods sold by sellers before transfer to buyers and therefore acts as an agent in these
transactions. Revenue is therefore recognised on a net basis, representing the commission or fee
retained by the Group. Commission fee revenue is recognised at the point in time when the auction
or sale is completed on the marketplace, which is the point the Group’s obligation is complete.
Subscription and fixed fees
Auction houses and sellers may subscribe to various service packages that offer enhanced
visibility, analytics tools, and promotional benefits. Subscription revenue is recognised on a
straight-line basis over the subscription period, as the Group provides continuous access to
the subscribed services.
Contracts will typically specify an event (pay-as-you-go) or period of time during which the
auction house may host a number of events (subscription) as well as other auction-related
services on the Group’s marketplaces.
Auction fixed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services specified
in the contract for that period of time, are recognised straight-line over the term of the contract.
Auction fixed fees sold under pay-as-you-go contracts result in a performance obligation that
is satisfied by providing access for the duration of that specific auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
For the Antiques Trade Gazette magazine subscriptions, customers receive a specified number of
editions during the subscription period and revenue is recognised evenly over the subscription period.
The Group acts as principal for subscription and fixed fee services, recognising revenue on a
gross basis.
Value-added services
Value-added services include marketing and advertising services, payment processing and
shipping services. These services have a distinct performance obligation based on the capability
of being separately identified as an optional service on the Group’s marketplaces and providing the
end-customer a service that can be used on its own.
Marketing and advertising
Marketing revenues are principally derived from banner advertising and fees generated from email
campaigns. Revenue is recognised in line with the satisfaction of the campaign objectives (i.e. at
the point that the campaign emails are sent or over the period that the banner is provided on
the website).
Print advertising services are recognised at the point that the magazine is published. Where the
advert is featured in a number of editions, the performance obligation is satisfied over the period
that the advertisement is featured. Digital advertising is recognised evenly over the period that the
advertisement is featured. The Group acts as principal for the marketing and advertising services,
recognising revenue on a gross basis.
Payment processing
The Group offers optional payment processing for its auction houses through atgPay and its
sellers on the Chairish and Pamono marketplaces. The Group has primary responsibility for
fulfilling the services to the customer and has sole discretion in establishing the prices charged to
the auction house for the services provided. On this basis the revenue is recognised on a principal
basis, and it is recognised at the point in time when control of the promised service is transferred
to the customer, i.e. the payment from the bidder/buyer has been processed for the auction
house/seller.
Shipping services
The Group offers optional logistic services, such as shipping labels or shipping facilitation
through atgShip to the bidders and its buyers on Chairish and Pamono marketplaces. Given the
complexity involved in shipping unique items, the logistics required to operate our atgShip and
shipping services require significant involvement of the Group including the sole responsibility for
selecting an appropriate shipping agent that must be used for each delivery based on the nature
of the item sold (e.g. its size, shape and fragility) and the location which it is being shipped to.
Further, the Group takes responsibility for delivery of the shipped items by the shipping agent and
also has the primary responsibility for receiving and resolving customer service enquiries, including
directly keeping the bidder/buyer informed of the status of their delivery and handling complaints
for lost or damaged items. The Group also has sole discretion in establishing the prices charged
and the shipping services provided. Our network of shipping carriers arrange insurance for
the shipped item through atgShip hence, retain the inventory risk of the products in transit.
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Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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1. Accounting policies
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For the e-label shipping service provided, the Group has its own insurance coverage and self-insure
for the shipment of items on Chairish and Pamono. Having assessed the overall substance of the
arrangements within this revenue stream, it has been concluded that the Group is acting as
the principal in the shipping arrangements and the revenue is recognised when control of the
promised service is transferred to the customer, i.e. upon delivery to the bidders and buyers. On
LiveAuctioneers, for practical reasons, the revenue is recognised on the auction sale date rather
than on delivery of the item to the bidder. The impact of this timing difference for recognition is
assessed at each reporting period and is immaterial to the Group’s revenue and profits.
There is judgement involved in determining whether the payment processing and shipping
services should be recognised based on an agent or principal basis. The revenue for both services
is recognised as the full fees. The expenses for the fees paid to the other parties involved in the
payment and logistics services are recognised separately within cost of sales.
Contract assets
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract
assets represent revenue recognised prior to invoicing when the Group has satisfied its
performance obligation and has the unconditional right to payment. This largely arises from
commission revenue from the auction houses.
Contract liabilities
Contract liabilities arise when the Group receives consideration, or such consideration is due from
a customer before transferring the goods or services. The balance primarily comprises advanced
billings related to platform subscription fees, subscription fees for the Antiques Trade Gazette and
advertising and marketing services.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the
Consolidated Statement of Profit or Loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and
laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in respect of previous years.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
when the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss and does not give rise to equal
taxable and deductible temporary differences; or
in respect of taxable temporary differences associated with investments in subsidiaries, when
the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward
of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses
can be utilised, except:
when the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and,
at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and
does not give rise to equal taxable and deductible temporary differences; or
in respect of deductible temporary differences associated with investments in subsidiaries,
deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at
each reporting date and are recognised to the extent that it has become probable that future
taxable profits will allow the deferred tax asset to be recovered.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted
or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by
the same taxation authority and the Group intends to settle its current tax assets and liabilities
on a net basis.
Deferred tax is provided in respect of the undistributed earnings of subsidiaries other than where
it is intended that those undistributed earnings will not be remitted in the foreseeable future.
Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A provision is recognised for the amount expected
to be paid under short-term cash bonus if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense
in the Consolidated Statement of Profit or Loss as incurred.
continued
1. Accounting policies
Share-based payments
The Group measures the cost of services received in exchange for share options based on the
grant-date fair value of the award and recognises the cost over the period of required service for
the award. The Group accounts for awards of shares to employees as share-based compensation
as they vest with a corresponding credit to reserve for share-based payments. The fair value of
share options is calculated as the share price at grant date, where the options are nil cost and
have no market performance conditions. Where share options have an exercise price or market
performance condition, an option pricing model is used to determine the fair value.
The number of options expected to vest is reviewed and adjusted at the end of each reporting
period such that the amount recognised for services received as consideration for the equity
instruments granted shall be based on the number of equity instruments that eventually vest.
Upon the exercise of share options, any proceeds received from share option holders are recorded
as an increase to share capital.
Leases
As a lessee
The Group’s leases predominantly relate to property, mainly offices, however the Group’s lease
portfolio also includes other assets such as motor vehicles.
The Group recognises all leases on the Consolidated Statement of Financial Position, apart from
in cases where the lease is for a period of less than 12 months or is for an asset with a low value.
Low-value and short-term leases continue to be charged to the Consolidated Statement of Profit
or Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease payments, determined using
the implicit interest rate in the lease where available, or using an incremental borrowing rate
appropriate to the subsidiary and lease term where an implicit interest rate is not available or
appropriate. A corresponding right of use asset is recognised, equivalent to the value of the lease
liability, which is depreciated on a straight-line basis over the shorter of the useful economic life
of the asset and the lease term. The depreciation is recognised within administrative expenses.
The unwinding of the discount on the present value of the lease liability is recognised as a finance
charge over the lease term. Rent payments are used to reduce the lease liability and are disclosed
as debt repayments in the Consolidated Statement of Cash Flows. Lease terms include any
options to extend when it is reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase
or extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.
As a lessor
Leases for which the Group is a lessor are classified as finance leases. A lease is classified as a
finance lease if it transfers substantially all the risks and rewards of ownership to the lessee, and
classified as an operating lease if it does not. Amounts due from lessees under finance leases are
recognised as receivables at the amount of the Group’s net investment in the leases. Finance
lease income is allocated to accounting periods so as to reflect a constant periodic rate of return
on the Group’s net investment in the lease.
Alternative performance measures
Management exercises judgement in determining the adjustments to apply to UK-adopted IAS
measurements in order to derive suitable alternative performance measures (“APMs”). As set
out and reconciled in note 3, APMs are used as management believes these measures provide
additional useful information on the underlying trends, performance and position of the Group.
These measures are used for performance analysis. The APMs are not defined by UK-adopted IAS
and therefore may not be directly comparable with other companies’ APMs. These measures are
not intended to be a substitute for, or superior to, their equivalent UK-adopted IAS.
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 11.
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.
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Corporate Governance
Financial Statements
Further Information
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Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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2. Significant judgements and key sources of estimation uncertainty
continued
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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 12.
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 19,
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, pages 29 to 33), should
be referred to in order to fully appreciate all the factors that affect the Group.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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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 8)
11,560
14,045
Impairment of goodwill (note 12)
150,863
Amortisation of acquired intangible assets (note 12)
33,273
32,484
Amortisation of internally generated software (note 12)
8,927
6,532
Depreciation of property, plant and equipment (note 13)
439
426
Depreciation of right of use assets (note 17)
907
939
Share-based payment expense (note 21)
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 12.
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 11). 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.
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Financial Statements
Further Information
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Notes to the Consolidated Financial Statements
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3. Alternative performance measures
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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
(see note 17) 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 aributable 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 10)
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 9).
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 on page
189 for the full definition.
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Further Information
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Notes to the Consolidated Financial Statements
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3. Alternative performance measures
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The following table provides a reconciliation of organic revenue from reported results:
Unaudited
Unaudited
Year ended
Year ended
30 September
30 September
2025
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 15).
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 15)
13,162
6,824
Current loans and borrowings (note 18)
(35)
(22,953)
Non-current loans and borrowings (note 18)
(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 12)
(10,994)
(10,843)
Additions to property, plant and equipment (note 13)
(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
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Further Information
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Notes to the Consolidated Financial Statements
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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
Centrally
allocated
A&A
I&C
costs
Total
$000
$000
$000
$000
Revenue
115,163
74,988
190,151
Adjusted EBITDA (see note 3 for definition
and reconciliation)
78,510
63,855
(65,604)
76,761
Impairment of goodwill (note 12)
(150,863)
(150,863)
Amortisation of intangible assets (note 12)
(28,982)
(13,218)
(42,200)
Depreciation of property, plant
and equipment (note 13)
(184)
(255)
(439)
Depreciation of right of use assets (note 17)
(780)
(127)
(907)
Share-based payment expense (note 21)
(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 8)
(11,560)
(11,560)
(Loss)/profit before tax
(114,462)
48,046
(79,363)
(145,779)
Year ended 30 September 2024
Centrally
allocated
A&A
I&C
costs
Total
$000
$000
$000
$000
Revenue
101,294
72,854
174,148
Adjusted EBITDA (see note 3 for definition
and reconciliation)
81,223
61,642
(62,896)
79,969
Amortisation of intangible assets (note 12)
(27,603)
(11,413)
(39,016)
Depreciation of property, plant
and equipment (note 13)
(186)
(240)
(426)
Depreciation of right of use assets (note 17)
(740)
(199)
(939)
Share-based payment expense (note 21)
(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 8)
(14,045)
(14,045)
Profit/(loss) before tax
50,324
47,980
(79,921)
18,383
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Further Information
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Notes to the Consolidated Financial Statements
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4. Operating segments
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Annual Report 2025
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
Restated
Year ended
Year ended
30 September
30 September
2025
2024
$000
$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 the beginning of the year
1,223
1,797
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Further Information
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Notes to the Consolidated Financial Statements
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163
Auction Technology Group plc
Annual Report 2025
6. Operating (loss)/profit
Operating (loss)/profit is stated after charging the following:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
Employment costs (note 7)
54,963
45,278
Impairment of goodwill (note 12)
150,863
Amortisation of intangible assets (note 12)
– Acquired intangible assets
33,273
32,484
– Internally generated software
8,927
6,532
Depreciation of property, plant and equipment (note 13)
439
426
Depreciation of right of use assets (note 17)
907
939
Exceptional operating items (note 3)
10,153
1,145
Research and development
9,844
9,523
Net exchange differences
2
3
The total remuneration of the Group’s auditors for services to the Group is analysed below:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
The audit of parent Company and Consolidated Financial
Statements
1,621
1,120
The audit of the Company’s subsidiaries
162
162
Total audit fees
1,783
1,282
Fees payable for other assurance services:
– Interim review
213
180
– Non-audit fees
15
Total auditor’s remuneration
1,996
1,477
The non-audit fees relate to covenant compliance reporting.
7. Staff costs and numbers
Staff costs for the year were as follows:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
Wages and salaries
43,342
35,504
Social security costs
4,426
3,062
Pension costs
777
697
Share-based payment expense (note 21)
6,418
6,015
Total employment costs
54,963
45,278
The monthly average number of employees (including Executive Directors) by function:
Year ended
Year ended
30 September
30 September
2025
2024
Number
Number
Management
22
17
Administrative employees
60
59
Operational employees
308
294
Average number of employees
390
370
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Notes to the Consolidated Financial Statements
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Annual Report 2025
8. Net finance costs
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
445
Interest income
249
Interest on tax
317
Interest on lease receivable (note 17)
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 (note 17)
(182)
(281)
Interest on tax
(370)
(250)
Finance costs
(12,332)
(14,303)
Net finance costs
(11,560)
(14,045)
9. 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 12).
(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.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
9. Taxation
165
Auction Technology Group plc
Annual Report 2025
Tax recognised in other comprehensive (loss)/income and equity:
Restated
Year ended
Year ended
30 September
30 September
2025
2024
$000
$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.
10. (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 (see note 21).
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 aributable 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
11. 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.
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Notes to the Consolidated Financial Statements
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The provisional fair values of the assets and liabilities are set out below.
Fair value
Provisional
Book value
adjustments
fair value
$000
$000
$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 12)
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 19.
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.
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12. Goodwill and other intangible assets
Total acquired
Internally
Customer
Non-compete
intangible
generated
Software
relationships
Brand
agreement
assets
software
Goodwill
Total
$000
$000
$000
$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 (as detailed in note 1)
(9,160)
(9,160)
1 October 2023 (restated as detailed in note 1)
50,635
248,045
46,738
1,672
347,090
33,363
569,412
949,865
Additions
10,843
10,843
Exchange differences
780
5,048
702
6,530
975
11,417
18,922
30 September 2024 (restated as detailed in note 1)
51,415
253,093
47,440
1,672
353,620
45,181
580,829
979,630
Acquisition of business (note 11)
5,507
25,664
12,849
44,020
890
48,931
93,841
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 (restated as detailed in note 1)
20,125
60,784
9,525
1,203
91,637
19,087
110,724
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 (restated as detailed in note 1)
25,317
87,735
13,518
1,656
128,226
26,301
154,527
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 (restated as detailed in note 1)
30,510
187,261
37,213
469
255,453
14,276
569,412
839,141
30 September 2024 (restated as detailed in note 1)
26,098
165,358
33,922
16
225,394
18,880
580,829
825,103
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.
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Notes to the Consolidated Financial Statements
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12. Goodwill and other intangible assets
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The expected amortisation profile of acquired intangible assets is shown below:
Customer
Software
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.
Acquired
intangible
Pre-tax
Goodwill
assets
Valuation
Long-term
discount
2025
$000
$000
method
growth rate
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
Acquired
intangible
Pre-tax
Goodwill
assets
Valuation
Long-term
discount
2024 (restated)
$000
$000
method
growth rate
rate
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.
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12. Goodwill and other intangible assets
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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
are derived from the post-tax weighted average cost of capital (“WACC”) which has
discount
been calculated using the capital asset pricing model. They are weighted based on the
rates
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.
13. Property, plant and equipment
Land and
Fixtures,
buildings
Computer
fittings and
leasehold
equipment
equipment
Total
$000
$000
$000
$000
Cost
1 October 2023
376
1,058
494
1,928
Additions
43
307
12
362
Exchange differences
70
53
6
129
30 September 2024
489
1,418
512
2,419
Acquisition of business (note 11)
8
8
Additions
290
21
311
Disposals
(614)
(121)
(735)
Exchange differences
7
8
15
30 September 2025
496
1,110
412
2,018
Accumulated depreciation
1 October 2023
95
616
343
1,054
Charge for the year
74
298
54
426
Exchange differences
68
38
6
112
30 September 2024
237
952
403
1,592
Charge for the year
71
325
43
439
Disposals
(614)
(121)
(735)
Exchange differences
7
7
14
30 September 2025
315
670
325
1,310
Net book value
1 October 2023
281
442
151
874
30 September 2024
252
466
109
827
30 September 2025
181
440
87
708
There is no material difference between the property, plant and equipment’s historical cost values
as stated above and their fair value equivalents.
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14. 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
The Group applies the IFRS 9 “Financial Instruments” simplified approach to measuring expected
credit losses using a lifetime expected credit loss provision for trade receivables and contract
assets. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss model
incorporates current and forward-looking information on macroeconomic factors affecting the
Group’s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is charged
on outstanding trade receivables. At 30 September 2025, there were no customers who owed in
excess of 10% of the total trade debtor balance (FY24: $nil). The balance as at 1 October 2023
was $15.9m.
The ageing of trade receivables at 30 September was:
2025
2024
Loss
Expected
Loss
Expected
Gross
provision
loss rate
Gross
provision
loss rate
$000
$000
%
$000
$000
%
Within 30 days
11,730
387
3%
11,011
351
3%
Between 30 and 60 days
1,508
467
31%
1,176
25
2%
Between 60 and 90 days
84
23
27%
479
23
5%
Over 90 days
680
680
100%
1,141
1,106
97%
30 September
14,002
1,557
11%
13,807
1,505
11%
The movement in the loss provision during the year was as follows:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
1 October
1,505
500
Increase in loss allowance recognised in Consolidated
Statement of Profit or Loss
707
2,224
Uncollectable amounts written off
(671)
(1,233)
Exchange differences
16
14
30 September
1,557
1,505
Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment
losses within operating profit. Subsequent recoveries of amounts previously written off are
credited against the same line item. The carrying amount of trade and other receivables
approximates to their fair value. The total amount of trade receivables that were past due but not
impaired was $0.1m (FY24: $0.5m).
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15. 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.
16. 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 11), exceptional operating costs not yet paid (see note 3) and change in performance
related pay accruals (see CFO review).
17. Leases
The Group leases assets including property and motor vehicles.
At 30 September 2024 and 2025, there were no non-cancellable commitments relating to
short-term leases or low-value lease commitments.
As a lessee
The weighted average incremental borrowing rate contracted in FY25 was 7.1% (FY24: 7.8%).
Land and
buildings
Motor
leasehold
vehicles
Total
$000
$000
$000
Right of use assets
1 October 2023
3,941
3,941
Additions
39
39
Transfer to lease receivable
(419)
(419)
Loss on derecognition
(99)
(99)
Depreciation charge for the year
(932)
(7)
(939)
Exchange differences
174
2
176
30 September 2024
2,665
34
2,699
Acquisition of business (note 11)
298
298
Modification
(214)
(13)
(227)
Depreciation charge for the year
(896)
(11)
(907)
Exchange differences
11
11
30 September 2025
1,864
10
1,874
Lease liabilities
1 October 2023
3,971
3,971
Additions
39
39
Interest charge for the year
280
1
281
Lease payments
(1,020)
(10)
(1,030)
Exchange differences
172
2
174
30 September 2024
3,403
32
3,435
Acquisition of business (note 11)
228
228
Modification
(214)
(13)
(227)
Interest charge for the year
180
2
182
Lease payments
(1,126)
(11)
(1,137)
Exchange differences
21
21
30 September 2025
2,492
10
2,502
Current
1,001
7
1,008
Non-current
1,491
3
1,494
30 September 2025
2,492
10
2,502
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Further Information
Continued
Notes to the Consolidated Financial Statements
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17. Leases
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The Group’s existing property lease in Jackson, Missouri will terminate on 30 November 2025
following notice served in accordance with the lease agreement. The lease was originally
scheduled to end on 31 January 2028. As a result, a modification has been made to the associated
right of use asset and lease liability to reflect the revised lease term.
As part of the acquisition of Chairish (see note 11), the Group obtained the right to use a property
in Berlin, Germany previously recognised by the acquiree. In accordance with IFRS 3 “Business
Combinations” and IFRS 16 “Leases”, the Group accounted for the acquired lease as if it were a
new lease as the acquisition date.
The Group has entered into two new property leases in New York and Indianapolis in the United
States commencing on 1 October 2025 and 1 December 2025 respectively. These will be
accounted for as under IFRS 16 in FY26.
The charge recognised in the Consolidated Statement of Profit or Loss for the year was as follows:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
Depreciation charge
(907)
(939)
Interest charge
(182)
(281)
Loss on derecognition of right of use asset
(99)
(1,089)
(1,319)
The non-cancellable lease rentals are payable as follows:
30 September
30 September
2025
2024
$000
$000
Within 1 year
1,012
1,030
Between 1 and 2 years
769
924
Between 2 and 5 years
573
1,328
2,354
3,282
As a lessor
Land and buildings
leasehold
$000
Lease receivable (see note 14)
Transfer from right of use assets
419
Interest income for the year
9
Lease income received
(141)
30 September 2024
287
Interest income for the year
10
Lease income received
(117)
30 September 2025
180
Current
131
Non-current
49
30 September 2025
180
The income recognised in the Consolidated Statement of Profit or Loss for the year was as follows:
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
Interest income
10
9
The non-cancellable lease rentals receivables are as follows:
30 September
30 September
2025
2024
$000
$000
Within 1 year
121
117
Between 1 and 2 years
82
121
Between 2 and 5 years
82
203
320
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Annual Report 2025
18. 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%
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
174
Auction Technology Group plc
Annual Report 2025
19. Deferred taxation
The movement of net deferred tax liabilities is as follows:
Capitalised
Tax losses and
Other
goodwill and
unrelieved
Share-based
Foreign
Research and
temporary
intangibles
interest
payments
exchange
development
differences
Total
$000
$000
$000
$000
$000
$000
$000
1 October 2023
(57,880)
11,476
2,205
(7,716)
1,900
386
(49,629)
Adjustment (restated as detailed in note 1)
1,499
1,499
1 October 2023 (restated as detailed in note 1)
(57,880)
11,476
3,704
(7,716)
1,900
386
(48,130)
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 (restated as detailed in note 1)
(52,933)
12,022
2,521
3,496
1,037
(33,857)
Deferred tax assets
Deferred tax liabilities
(52,933)
12,022
2,521
3,496
1,037
(33,857)
1 October 2024 (restated as detailed in note 1)
(52,933)
12,022
2,521
3,496
1,037
(33,857)
Acquisition of business (note 11)
(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.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
19. Deferred taxation
175
Auction Technology Group plc
Annual Report 2025
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 9). 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.
Recognised
Unrecognised
Gross
Tax effect
Gross
Tax effect
2025
$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
Recognised
Unrecognised
Gross
Tax effect
Gross
Tax effect
2024
$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
20. Share capital and reserves
30 September
30 September
2025
2024
$000
$000
Authorised, called up and fully paid
122,848,795 ordinary shares at 0.01 pence 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.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
20. Share capital and reserves
176
Auction Technology Group plc
Annual Report 2025
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:
Treasury
Number
shares
of 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
Share
Foreign
Retained
redemption
option
currency
(losses)/
reserve
reserve
translation
earnings
$000
$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 of the other reserve to retained losses/(earnings) 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)/
represent the (losses)/earnings of the Group made in current and preceding
earnings
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
arose on the redemption or purchase of the Company’s own shares. The
reserve
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
relates to share options awarded (see note 21) and options granted in FY22 for
reserve
the acquisition of LiveAuctioneers (“LiveAuctioneers replacement awards”).
Foreign currency
comprises all foreign exchange differences arising from the translation of
translation reserve
the financial statements of foreign operations.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
177
Auction Technology Group plc
Annual Report 2025
21. Employee benefits
Defined contribution pension plans
The Group operates several defined contribution pension plans. The total expense relating to
these plans in the current year was $0.8m (FY24: $0.7m). There was $0.2m accruing to these
pension schemes as at 30 September 2025 (FY24: $0.1m).
Share-based payments
The Group had three share-based payment plans in effect in FY25, details of which are set out
in this note and the Remuneration Committee Report.
LTIP
The Long Term Incentive Plan (“LTIP”) is the primary long-term incentive plan for approximately
180 employees within the Group. Under the plan, annual awards, based on a percentage of salary,
may be offered. These awards will vest over a range from one to four years subject to the
recipient’s continued employment at the date of vesting.
Nil-cost awards under the LTIP were granted to the CEO and CFO on 20 December 2024 and
27 June 2025 respectively, in the form of nil-cost options and will vest subject to continuing
employment and the achievement of targets linked to relative total shareholder return, absolute
total shareholder return and carbon emission reductions over the three-year period ending
30 September 2027.
Nil-cost awards under the LTIP were granted to employees on acquisition of Chairish on 4 August
2025. These awards will vest over a range from one month to two years subject to the recipient’s
continued employment and/or the satisfaction of performance conditions at the date of vesting.
Nil-cost awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on
1 October 2021. These awards will vest over a range from one to six years subject to the recipient’s
continued employment at the date of vesting. All awards under this grant are fully vested and exercised.
Deferred bonus – equity-seled
The Deferred Share Bonus Plan (“DSBP”) is a discretionary plan for Executive employees to defer a
portion of their cash bonus into an award of shares. Of the annual incentive to Executive Directors,
25% is deferred into shares under the DSBP. Deferred shares must normally be held for a period of
three years.
SIP and ESPP
The Group operates a Share Incentive Plan (“SIP”) and Employee Stock Purchase Plan (“ESPP”)
in which all employees, including Executive Directors, are eligible to participate. The plans were
approved by shareholders in 2021 and implemented with effect from 1 November 2021.
UK participants in the SIP may invest up to £1,800 of their pre-tax salary each year to purchase
shares in the Company. For each share acquired, the Company purchases a matching share.
Employees must remain with the Group for three years from the date of purchase of each
Partnership Share in order to qualify for the matching share, and for five years for the shares
to be transferred to them tax free. The employee is entitled to dividends on shares purchased,
and to vote at shareholder meetings. There is a similar scheme for employees in Germany.
US participants in the ESPP may contribute a portion of their monthly salary over six-month
periods up to a maximum of $12,500. At the end of the period, the employee has the option to
withdraw their accumulated funds or purchase shares at a price equal to 85% of the lower of
the market prices prevailing at the beginning or end of the period. Employees purchased 29,639
(FY24: 60,986) shares of the Company at a weighted average exercise price of $6.66 (FY24: $6.90).
The share awards/options set out below are outstanding at 30 September 2025.
Cancelled/
Share-based
Options at
Exercised
forfeited
Options at
payment
1 October
Granted
during the
during the
30 September
expense
2024
in the year
year
year
2025
$000
Number
Number
Number
Number
Number
LTIP
6,168
2,279,177
2,240,769
(671,148)
(417,915)
3,430,883
LA LTIP
(3)
52,081
(51,701)
(380)
Deferred bonus
– equity-settled
96
38,746
(3,278)
35,468
SIP and ESPP
68
22,098
10,389
(2,751)
(2,913)
26,823
Payroll tax
89
n/a
n/a
n/a
n/a
n/a
Total
6,418
2,392,102
2,251,158
(728,878)
(421,208)
3,493,174
The share awards/options set out below are outstanding at 30 September 2024.
Cancelled/
Share-based
Options at
Exercised
forfeited
Options at
payment
1 October
Granted
during the
during the
30 September
expense
2023
in the year
year
year
2024
$000
Number
Number
Number
Number
Number
Pre-admission
awards
1,623
483,566
(483,566)
LTIP
4,476
1,572,292
1,724,333
(270,136)
(747,312)
2,279,177
LA LTIP
74
171,178
(92,672)
(26,425)
52,081
Deferred bonus
– equity-settled
127
27,823
10,923
38,746
SIP and ESPP
100
12,671
16,605
(751)
(6,427)
22,098
Payroll tax
(385)
n/a
n/a
n/a
n/a
n/a
Total
6,015
2,267,530
1,751,861
(847,125)
(780,164)
2,392,102
All share options outstanding are equity-settled and are options to subscribe for new ordinary
shares of 0.01 pence each in the Company.
The weighted average exercise price of the options granted was $nil (FY24: $0.54). The weighted
average exercise price of options exercised and forfeited was $nil (FY24: $nil) and the market price
at date of exercise was $6.40 (FY24: $6.99). The options outstanding at 30 September 2025 had
a weighted average exercise price of $0.27 (FY24: $0.40) and a weighted average remaining
contractual life of 1.5 years (FY24: 1.4 years). There are 233,962 share options with a weighted
average exercise price of $nil exercisable at 30 September 2025 (FY24: 262,750).
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
21. Employee benefits
178
Auction Technology Group plc
Annual Report 2025
Fair value
The fair value is determined at the date of grant and is not subsequently remeasured unless conditions on which the award was granted are modified. The nil-cost awards granted to the Executive
Directors in FY25 will vest subject to continuing employment and the achievement of targets linked to relative total shareholder return (“TSR”) (tranche 1), absolute total shareholder return (tranche 2)
and carbon emission reductions (tranche 3). In previous years, the performance conditions were based on non-market conditions. On 13 June 2025, LTIP Awards previously made to an employee with
an original grant date of 7 March 2023 were modified, increasing the performance period, number of options and a change to the performance condition from a non-market condition to a market
condition based on the Company’s absolute share price at the date of vesting. In FY24, there was a one-off grant of 150,000 LTIP awards with an exercise cost of £4.96 granted to members of the
Leadership team.
The following table lists the inputs to the models used for plans granted with market conditions during the year ended 30 September 2025. The remaining nil-cost awards granted in the year have no
market performance conditions associated with them and fair value is deemed to be the share price at date of grant.
Year ended
30 September 2025
Date of grant
20/12/2024
20/12/2024
20/12/2024
27/06/2025
27/06/2025
27/06/2025
13/06/2025
Number of options
86,410
86,410
19,202
79,837
79,837
17,742
267,715
Share price
£5.53
£5.53
£5.53
£4.50
£4.50
£4.50
£4.53
Fair value at grant date
£4.09
£3.67
£5.53
£2.70
£2.51
£4.50
£2.10
Exercise price
£nil
£nil
£nil
£nil
£nil
£nil
£nil
Expected life
3 years
3 years
3 years
2.78 years
2.78 years
2.78 years
4.55 years
Risk free interest rate
4.2%
4.2%
4.2%
3.72%
3.72%
3.72%
3.99%
Expected dividend yield
0%
0%
0%
0%
0%
0%
0%
Expected TSR volatility of the Company’s shares
47%
47%
47%
45%
45%
45%
47%
Expected TSR volatility of the peer companies’ share prices
35%
n/a
n/a
18%
n/a
n/a
n/a
Absolute
Market performance conditions
Tranche 1
Tranche 2
Tranche 3
Tranche 1
Tranche 2
Tranche 3
share price
Model used
Monte Carlo
Monte Carlo
Black-Scholes
Monte Carlo
Monte Carlo
Black-Scholes
Monte Carlo
Year ended
30 September
2024
Date of grant
8/12/2023
Number of options
150,000
Share price
£4.87
Fair value at grant date
£2.50
Exercise price
£4.96
Expected life
3 years
Risk free interest rate
4.3%
Expected dividend yield
0%
Expected TSR volatility of the Company’s shares
44%
Expected TSR volatility of the peer companies’ share prices
n/a
Market performance conditions
n/a
Model used
Black-Scholes
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
21. Employee benefits
179
Auction Technology Group plc
Annual Report 2025
The expected TSR volatilities are based on the historical daily price changes of the underlying
shares, dividends and capital returns (based on the remaining life of the options), adjusted for any
expected changes to future volatility due to publicly available information.
The weighted average fair value per option granted during the year was $5.76 (FY24: $6.00). The
resulting fair value which is expensed over the service period is adjusted, based on management’s
best estimate, for a percentage of employees that will leave the Group. The fair value of the
performance options is reviewed at each balance sheet date and adjusted through the number
of options expected to vest.
LiveAuctioneers replacement awards
As part of the acquisition of LiveAuctioneers on 1 October 2021, equity-settled share options and
restricted stock units (“replacement awards”) were issued to management to replace their share
options held in LiveAuctioneers pre-acquisition. The share price at the acquisition date was £13.54,
and these replacement awards comprised $36.7m of the total consideration of $543.9m. These
awards were considered part of the acquisition 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 for these
replacement awards. The options have an exercise price of £1.86 ($2.50) and no vesting conditions.
They are expected to be exercised at the discretion of the holders until 18 May 2029. The reported
comparatives have been restated to reflect a prior year misstatement on deferred taxation in
relation to these awards, as detailed in note 1.
Options at
Exercised
Options at
1 October
during the year
30 September
Number
Number
Number
2025
1,081,637
(292,603)
789,034
2024
1,083,615
(1,978)
1,081,637
22. Financial instruments
The Group is exposed to risks that arise from its use of financial instruments. This note describes
the Group’s objectives, policies and processes for managing those risks and the methods used to
measure them. The significant accounting policies are disclosed in note 1.
Financial instruments by category
30 September
30 September
2025
2024
$000
$000
Financial assets held at amortised cost
Trade and other receivables (excluding prepayments)
16,224
16,064
Contract assets
1,991
1,499
Cash and cash equivalents
13,163
6,826
31,378
24,389
Financial liabilities held at amortised cost
Trade and other payables (excluding non-financial liabilities)
(30,876)
(8,243)
Contract liabilities
(3,631)
(1,639)
Loans and borrowings
(187,195)
(121,483)
(221,702)
(131,365)
Financial risk management
The Group’s activities and the existence of the above financial instruments expose it to a variety
of financial risks. The Board has overall responsibility for the determination of the Group’s risk
management objectives and policies. The overall objective of the Board is to set policies that seek
to reduce ongoing risk as far as possible without unduly affecting the Group’s competitiveness
and flexibility.
The Group is exposed to the following financial risks:
Credit risk
The Group’s exposure to credit risk arises from cash and cash equivalents and outstanding
receivables (see note 14).
The Group’s cash and cash equivalents are all held on deposit with leading international banks and
payment processors and hence the Directors consider the credit risk associated with such balances
to be low. It is the Group’s policy that institutions with a minimum rating of “A” are accepted. If a
rating is downgraded the business is required to move institution as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts presented
in the Consolidated Statement of Financial Position in relation to the Group’s trade receivables
are presented net of loss allowances. The Group measures loss allowances at an amount equal
to the lifetime expected credit losses using both qualitative and quantitative information
and analysis based on the Group’s historical experience and forward-looking information.
During FY25, there was a charge to the Consolidated Statement of Profit or Loss of $0.7m
(FY24: $2.2m) to increase the loss allowance and write off uncollectable amounts. See note 14 for
further details about trade receivables including movements in loss provisions.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
continued
22. Financial instruments
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Annual Report 2025
The carrying amount of financial assets recorded in the financial statements, which is net
of impairment losses, represents the Group’s maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash flow forecasts reflecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has sufficient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to finance requirements.
The table below analyses the Group’s financial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash flows.
Carrying
Contractual
Due less than
Between 1 and
amount
cash flows
1 year
5 years
Over 5 years
2025
$000
$000
$000
$000
$000
Loans and borrowings
187,195
190,035
35
190,000
Trade and other payables
30,876
30,876
30,876
Contract liabilities
3,631
3,631
3,631
30 September 2025
221,702
224,542
34,542
190,000
Carrying
Contractual
Due less than
Between 1 and
amount
cash flows
1 year
5 years
Over 5 years
2024
$000
$000
$000
$000
$000
Loans and borrowings
121,483
122,772
23,686
99,086
Trade and other payables
8,243
8,243
8,243
Contract liabilities
1,639
1,639
1,639
30 September 2024
131,365
132,654
33,568
99,086
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the profitability of
the business. The Group’s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the pound sterling and the euro against the US dollar have an
impact on both the result for the period and equity.
The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
30 September
2025
2024
$000
$000
Net foreign currency monetary assets/(liabilities)
Pound sterling
735
845
Euro
(3,335)
665
Mexican pesos
(352)
The following table details the Group’s sensitivity to a 10% (FY24: 10%) strengthening and
weakening in US dollar against the pound sterling, euro and Mexican peso. The sensitivity analysis
includes only foreign currency denominated monetary items and adjusts their translation at the
period end for a 10% change in foreign currency rates. Where the US dollar strengthens 10% (FY24:
10%) against the relevant currency, a negative number below indicates an increase in profit in the
Consolidated Statement of Profit or Loss and the Consolidated Statement of Changes in Equity
and a positive number indicates a decrease in profit in the Consolidated Statement of Profit or
Loss and the Consolidated Statement of Changes in Equity. For a 10% (FY24: 10%) weakening in US
dollar against the relevant currency, there would be an equal and opposite impact on the (loss)/
profit in the Consolidated Statement of Profit or Loss and the Consolidated Statement of Changes
in Equity.
Year ended
Year ended
30 September
30 September
2025
2024
$000
$000
Pound sterling
Change in (loss)/profit for the year in Consolidated Statement of
Profit or Loss
(376)
(130)
Change in (loss)/profit in Consolidated Statement of Changes in
Equity
(73)
(85)
Euro
Change in (loss)/profit for the year in Consolidated Statement of
Profit or Loss
(11)
(58)
Change in (loss)/profit in Consolidated Statement of Changes in
Equity
341
(9)
Mexican pesos
Change in (loss)/profit in Consolidated Statement of Changes in
Equity
35
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
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22. Financial instruments
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Net investment hedge
The Senior Term Facility was designated as a hedge of the net investment in the US dollar
denominated subsidiaries. There was no ineffectiveness recorded from the net investment in
foreign entity hedges.
30 September
30 September
2025
2024
$000
$000
Net investment hedge
Loans and borrowings
187,195
121,483
Pound sterling carrying amount of Senior Term Facility
£141,303
£90,833
Hedge ratio
1:1
1:1
Change in carrying amount of Senior Term Facility as a result of
foreign currency movements recognised in Consolidated Statement
of Profit or Loss and Other Comprehensive Income or Loss
2,117
13,019
Change in value of hedged item used to determine hedge
effectiveness
(2,117)
(13,019)
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group
borrowed funds at floating interest rates. There were loans of $187.2m outstanding at
30 September 2025 (FY24: $121.5m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For
floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the
reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the
Group’s profit for the year ended 30 September 2025 would increase or decrease by $2.6m (FY24:
$1.9m). This is mainly attributable to the Group’s exposure on its variable rate loan facilities.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined in accordance with
IFRS 13 “Fair Value Measurement” as follows:
Level 1
The fair value of financial assets and financial liabilities with standard terms and conditions and
traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other financial assets and financial liabilities (excluding derivative instruments) is
determined in accordance with generally accepted pricing models based on discounted cash flow
analysis using prices from observable current market transactions and dealer quotes for similar
instruments.
Level 3
If one or more significant inputs are not based on observable market data, the instrument is
included in level 3.
There are no financial instruments classified as level 3.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
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22. Financial instruments
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Financing activities
The movements in assets/(liabilities) arising from financing activities are as follows:
Other
1 October
Arising on
non-cash
Exchange
30 September
2024
acquisition
movements
Cash flow
differences
2025
2025
$000
$000
$000
$000
$000
$000
Cash and cash
equivalents
6,826
6,063
274
13,163
Lease receivable
287
10
(117)
180
Total financing assets
7,113
10
5,946
274
13,343
Bank loans
(121,483)
(11,045)
(54,732)
65
(187,195)
Lease liabilities
(3,435)
(228)
45
1,137
(21)
(2,502)
Total financing liabilities
(124,918)
(228)
(11,000)
(53,595)
44
(189,697)
Other
1 October
Arising on
non-cash
Exchange
30 September
2023
acquisition
movements
Cash flow
differences
2024
2024
$000
$000
$000
$000
$000
$000
Cash and cash
equivalents
10,416
(3,718)
128
6,826
Lease receivable
428
(141)
287
Total financing assets
10,416
428
(3,859)
128
7,113
Bank loans
(148,611)
(13,116)
40,109
135
(121,483)
Lease liabilities
(3,971)
(320)
1,030
(174)
(3,435)
Total financing liabilities
(152,582)
(13,436)
41,139
(39)
(124,918)
Other non-cash movements include accrued finance costs, amortisation of finance costs and
modifications and additions to lease receivable and liabilities.
23. 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
Further details of the Directors’ remuneration and share options are set out in the Remuneration
Committee Report on pages 112 to 128 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
24. Events aſter the balance sheet date
There were no other events after the balance sheet date.
Strategic Report
Corporate Governance
Financial Statements
Further Information
Continued
Notes to the Consolidated Financial Statements
|
183
Auction Technology Group plc
Annual Report 2025
25. List of subsidiaries
In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries included in
these Consolidated Financial Statements at 30 September 2025, including the registered office
and the effective percentage of equity owned, is disclosed below.
Subsidiary
Principal
Proportion
undertakings
Registered office
activity
held
ATG Holdings Limited
The Harlequin Building, 65 Southwark Street,
Holding company
100%
(previously known as ATG
London, SE1 0HR, United Kingdom
Media Holdings Limited)
ATG Mexico Holdings
The Harlequin Building, 65 Southwark Street,
Holding company
100%
Limited
London, SE1 0HR, United Kingdom
ATG US Holdings Inc.
251 Little Falls Drive, Wilmington, Delaware,
Holding company
100%
19808, United States
ATG US Holdings
The Harlequin Building, 65 Southwark Street,
Holding company
100%
Limited
London, SE1 0HR, United Kingdom
Auction Bidco Limited
The Harlequin Building, 65 Southwark Street,
Holding company
100%
London, SE1 0HR, United Kingdom
Auction Holdco
The Harlequin Building, 65 Southwark Street,
Holding company
100%
Limited
London, SE1 0HR, United Kingdom
Auction Mobility LLC
251 Little Falls Drive, Wilmington, Delaware,
Provision of auction
100%
19808, United States
trading software
Auction Payment
233 South 13th Street Suite 1900, Lincoln,
Dormant
100%
Network LLC
Nebraska, 68508, United States
Auction Technology
Grosse Backerstrasse 9, 20095, Hamburg,
Provision of auction
100%
Group Germany
Germany
marketplaces
GmbH
Auction Technology
Severo Diaz 38, Int. E, Colonia Ladron de
Shared service
100%
Group Mexico
Guevara, CP 44600, Guadalajara, Jalisco
centre
S.A. DE C.V.
Mexico
Bidspotter Limited
The Harlequin Building, 65 Southwark Street,
Dormant*
100%
(previously known as
London, SE1 0HR, United Kingdom
Peddars Management
Limited)
Chairish Inc.
251 Little Falls Drive, Wilmington, Delaware,
List price online
100%
19808, United States
marketplace
ECAL LLC
251 Little Falls Drive, Wilmington, Delaware,
Provision of auction
100%
19808, United States
marketplaces
i-bidder Limited
The Harlequin Building, 65 Southwark Street,
Dormant*
100%
(previously known as ATG
London, SE1 0HR, United Kingdom
Nominees Limited)
L’ArcoBaleno GmbH
175 Uhland Street, 10719,Berlin, Germany
Holding company
100%
LiveAuctioneers LLC
80 State Street, Albany, New York, 12207-
Provision of auction
100%
2543, United States
marketplaces
Metropress Limited
The Harlequin Building, 65 Southwark Street,
Provision of auction
100%
London, SE1 0HR, United Kingdom
marketplaces
Subsidiary
Principal
Proportion
undertakings
Registered office
activity
held
Pamono GmbH
175 Uhland Street, 10719, Berlin, Germany
List price online
100%
marketplace
Pamono Inc.
251 Little Falls Drive, Wilmington, Delaware,
List price online
100%
19808, United States
marketplace
Pamono Ltd
A And L, Suite 1-3 Hop Exchange, 24
List price online
100%
Southwark Street, London, England, SE1 1TY
marketplace
Proxibid Inc.
1209 Orange Street, Wilmington, Delaware,
Provision of auction
100%
19801, United States
marketplaces
Proxibid UK Limited
The Harlequin Building, 65 Southwark Street,
Dormant*
100%
London, SE1 0HR, United Kingdom
The Saleroom Limited
The Harlequin Building, 65 Southwark Street,
Dormant*
100%
(previously known as
London, SE1 0HR, United Kingdom
Auction Fluency Limited)
Vintage Software LLC
221 Bolivar Street, Jefferson City, Missouri,
Provision of auction
100%
65101, United States
marketplaces
All holdings of subsidiaries are of ordinary shares. In addition, there are 100% preference shares
held in Auction Topco Limited.
* The United Kingdom dormant companies listed above are exempt from preparing individual
accounts and from filing with the registrar individual accounts by virtue of sections 394 and 448 of
the Companies Act 2006 respectively.
For the year ended 30 September 2025, the following subsidiary undertakings of the Group were
exempt from the requirements of the Companies Act 2006 relating to the audit of individual
accounts by virtue of section 479A of the Companies Act 2006.
Company registration
Company
number
ATG Holdings Limited (previously known as ATG Media Holdings Limited)
06521301
ATG Mexico Holdings Limited (previously known as Auction Technology
Group UK Holdings Limited)
06636047
ATG US Holdings Limited
15024003
Auction Bidco Limited
12401140
Auction Holdco Limited
12400986
Pamono Ltd
11876679
Proxibid UK Limited
09023785
Note
30 September
2025
£000
30 September
2024
£000
ASSETS
Non-current assets
Investments
5
178,451
270,351
Trade and other receivables
6
269,675
274,312
Deferred tax asset
9
196
256
Total non-current assets
448,322
544,919
Current assets
Trade and other receivables
6
173
201
Cash and cash equivalents
7
2,231
38
Total current assets
2,404
239
Total assets
450,726
545,158
LIABILITIES
Current liabilities
Trade and other payables
8
(1,489)
(3,357)
Total current liabilities
(1,489)
(3,357)
Total liabilities
(1,489)
(3,357)
Net assets
449,237
541,801
EQUITY
Share capital
10
12
12
Share premium
10
236,779
236,235
Other reserve
10
236,857
238,389
Treasury shares
10
(12,430)
Capital redemption reserve
10
5
5
Share option reserve
10
18,548
22,555
Retained (losses)/earnings
(30,534)
44,605
Total equity
449,237
541,801
As permitted by Section 408 of the Companies Act 2006, no separate Statement of Profit or Loss and Other Comprehensive Income or Loss is presented in respect of the parent Company. The loss
for the year attributable to the shareholders of the Company and recorded through the accounts of the Company was £85.5m (FY24: profit of £10.0m).
The Company Financial Statements on pages 184 to 188 were approved by the Board of Directors on 25 November 2025 and signed on its behalf by:
John-Paul Savant
Sarah Highfield
Company registration number 13141124
Company Statement of Financial Position
as at 30 September 2025
Strategic Report
Corporate Governance
Financial Statements
Further Information
184
Auction Technology Group plc
Annual Report 2025
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Treasury
shares
£000
Capital
redemption
reserve
£000
Share
option
reserve
£000
Retained
(losses)/
earnings
£000
Total
£000
1 October 2023
12
236,231
238,389
5
23,485
28,533
526,655
Comprehensive income
Profit and total comprehensive income for the period
10,023
10,023
Transactions with owners
Shares issued
4
4
Share-based payments
(930)
6,049
5,119
30 September 2024
12
236,235
238,389
5
22,555
44,605
541,801
Comprehensive income
Loss and total comprehensive loss for the year
(85,473)
(85,473)
Transactions with owners
Shares issued
544
544
Repurchase of ordinary share capital
(12,430)
(12,430)
Share-based payments
(4,007)
8,802
4,795
Transfer between reserves on impairment of subsidiaries
(1,532)
1,532
30 September 2025
12
236,779
236,857
(12,430)
5
18,548
(30,534)
449,237
A transfer has been made from the other reserve to retained earnings to reflect amounts that have become realised through impairment (see note 10). Following the impairment as at 30 September
2025, the Company has no distributable reserves. The other reserve of £236.9m is represented by an intra-group loan with its subsidiary, Auction Bidco Limited (see note 6). Any impairment of the
investments held by the Company cannot be taken against the other reserve on the basis it relates to a different underlying asset. It would be available to absorb losses on the an impairment or
waiver of the intra-group loan.
Company Statement of Changes in Equity
for the year ended 30 September 2025
Strategic Report
Corporate Governance
Financial Statements
Further Information
185
Auction Technology Group plc
Annual Report 2025
The principal accounting policies adopted are the same as those set out in note 1 to the
Consolidated Financial Statements except as noted below.
Foreign currency
The Company’s functional and presentational currency is pound sterling.
Share-based payments
The Company had three share-based payment plans in effect in FY25, as set out in note 21 of the
Consolidated Financial Statements and the Directors’ Remuneration Report.
Investments
In the Company’s financial statements, investments in subsidiary undertakings are stated at cost
less provision for any impairment in value.
Impairment of investments
The Company evaluates its investments for financial impairment where events or circumstances
indicate that the carrying amount of such assets may not be fully recoverable. When such
evaluations indicate that the carrying value of an asset exceeds its recoverable value, an
impairment is recorded.
2. Significant accounting judgements and estimates
The preparation of financial statements requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Judgements and estimates made by the Directors in the application of these accounting policies
that have significant effect on these financial statements and estimates with a significant risk
of material adjustment in the next financial year are set out below. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimate is revised and in any future years affected.
Impairment of investments in subsidiary undertakings
The Company investment in subsidiaries are assessed annually to determine if there is any
indication that any of the investments may be impaired. In light of the Group’s market
capitalisation being significantly below the Company’s cost of investments and amounts owed by
Group undertakings and macroeconomic conditions increasing the Group’s discount rate and
reducing the long-term growth rate its was concluded there was an impairment of the Company
investments of £91.9m as at 30 September 2025. The investments carrying value, post impairment
was £178.5m at 30 September 2025.
Management exercised judgement in determining whether the decline in the share price was
significant or prolonged. Sensitivity analysis has been performed over the estimates as disclosed
in note 5 to the Company Financial Statements.
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the Company’s financial statements.
General information
Auction Technology Group plc (the “Company”) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales.
The registered office of the Company can be found on page 148.
The principal activity of the Company is to act as an investment holding company that provides
management services to its subsidiaries.
Basis of preparation
These financial statements present information about the Company as an individual undertaking
and not about its Group. These financial statements have been prepared under the historic cost
convention unless otherwise specified within these accounting policies and in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and the Companies
Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of the UK-adopted International Accounting Standards (“UK-adopted IAS”)
but makes amendments where necessary in order to comply with the Companies Act 2006 and
has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
In these financial statements, the Company has applied the exemptions available under FRS 101
in respect of the following disclosures:
a Cash Flow Statement and related notes;
disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of share-based payments;
disclosures in respect of capital management;
the effects of new but not yet effective IFRSs;
the requirements of paragraphs 17 and 18A of IAS 24 “Related Party Disclosures”, including
disclosures in respect of the compensation of key management personnel;
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36
“Impairment of Assets”; and
a separate Statement of Profit or Loss in line with the section 408 exemption.
Where required, equivalent disclosures are given in the Consolidated Financial Statements.
The Company has no other related party transactions other than the compensation of key
management personnel, set out in note 23 of the Consolidated Financial Statements.
Notes to the Company Financial Statements
Strategic Report
Corporate Governance
Financial Statements
Further Information
186
Auction Technology Group plc
Annual Report 2025
3. Staff costs
The Company has no employees other than the Directors. The monthly average number
of persons employed by the Company during the year amounted to two (FY24: two). Details
of Directors’ remuneration are set out in the Directors’ Remuneration Report.
4. Auditor’s remuneration
The Company has incurred audit fees of £17,000 (FY24: £17,000) for the year.
5. Investments
30 September
2025
£000
30 September
2024
£000
1 October
270,351
270,351
Return of capital
(132,781)
Additions
132,781
Impairment
(91,900)
30 September
178,451
270,351
On 10 February 2025, Auction Topco Limited distributed a dividend in specie to the Company
amounting to £132.8m, which has been classified as a return of capital. On 28 February 2025, the
Company subscribed for 21,043,332 ordinary shares in Auction Holdco Limited in exchange for the
loan receivable to Auction Bidco Limited.
Impairment assessment
The Company’s market capitalisation of £388.3m on 30 September 2025 was lower than the total
of the cost of investments and amounts owed by Group undertakings by £151.8m. The Company
evaluated its investments for impairment and concluded that an impairment of £91.9m was
required. The merger reserve of $1.5m that related to the Company’s investment in subsidiary, has
become realised as a result of the impairment of investments. Therefore, a transfer between
other reserves and retained (loss)/earnings has been recognised (see note 10).
The basis of the calculation, key assumptions and estimates used for the impairment assessment
can be found in note 12 to the Consolidated Financial Statements.
Any additional adverse movement in the key assumptions at the balance sheet date would lead to
a further impairment of investment. A 1% increase in discount rate and 1% decrease in long-term
growth rate would increase impairment by £67.3m.
Details of the principal subsidiary undertakings of the Company at 30 September 2025 can be
found in note 25 to the Consolidated Financial Statements.
6. Trade and other receivables
30 September
2025
£000
30 September
2024
£000
Current
Other debtors and prepayments
173
201
Non-current
Amounts owed by Group undertakings
269,675
274,312
269,848
274,513
Non-current amounts owed by Group undertakings is a loan with interest rate of 5.5% and
repayable in September 2029.
7. Cash and cash equivalents
30 September
2025
£000
30 September
2024
£000
Cash at bank
2,231
38
8. Trade and other payables
30 September
2025
£000
30 September
2024
£000
Trade payables
42
266
Amounts owed to Group undertakings
2,504
Payroll tax and other statutory liabilities
107
154
Accruals
1,340
433
1,489
3,357
9. Deferred tax asset
30 September
2025
£000
30 September
2024
£000
1 October
256
432
Amount charged to (loss)/profit
(60)
(176)
30 September
196
256
The deferred tax asset is made up of temporary differences related to share options. The
Directors are of the opinion that based on recent and forecast trading it is probable that the level
of profits in future years is sufficient for the deferred tax assets to be recovered.
Notes to the Company Financial Statements
|
Continued
Strategic Report
Corporate Governance
Financial Statements
Further Information
187
Auction Technology Group plc
Annual Report 2025
11. Post balance sheet events
There were no other events after the balance sheet date.
10. Share capital and reserves
30 September
2025
£000
30 September
2024
£000
Authorised, called up and fully paid
122,848,795 ordinary shares at 0.01 pence each
(FY24: 121,819,130)
12
12
Further details of movements in share capital, treasury shares and reserves are outlined in
note 20 to the Consolidated Financial Statements.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained (losses)/
earnings
represent the (losses)/earnings of the Company 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; 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 (loss)/earnings. On disposal or
impairment of the intra-group loan (see note 6) any related component of
the reserve arising on the cashbox is released to retained (loss)/earnings.
Treasury shares
comprises shares repurchased by the Company and held in treasury.
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 for the FY22
acquisition of LiveAuctioneers (see notes 20 and 21 to the Consolidated
Financial Statements). Equity-settled share-based payments made
available to employees of the Company’s subsidiaries are treated as
increases in equity over the vesting period of the award with a
corresponding charge to the Company’s subsidiaries.
Notes to the Company Financial Statements
|
Continued
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Auction Technology Group plc
Annual Report 2025
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
BidSpoer
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 and
www.pamono.com
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
Conversion rate
represents GMV as a percentage of THV
Organic revenue
shows the current period results excluding the acquisition of Chairish on
4 August 2025 and 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 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, which by its nature
places reliance on 3rd party reporting as it also covers items not sold on
our platforms. The review 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 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
Glossary
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Corporate Governance
Financial Statements
Further Information
189
Auction Technology Group plc
Annual Report 2025
Advisers:
Joint financial advisers
Deutsche Numis
45 Gresham Street
London EC2V 7BF
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London
E14 5JP
Legal advisers to the Company
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
Latham & Watkins LLP
99 Bishopsgate
London
EC2M 3XF
Auditor
Ernst and Young LLP
2 Blagrave Street
Reading
RG1 1AZ
Public relations advisers to the Company
Communications
5th Floor
6 More London Place
London
SE1 2DA
Company website
The Company’s website at www.auctiontechnologygroup.com contains the latest information
for shareholders.
Annual General Meeting
The 2026 Notice of AGM accompanies this report as a separate document. The AGM provides
the Board with the opportunity to engage with shareholders. Full details of the business to
be considered at the meeting is included in the Notice of Annual General Meeting. The Notice
of Meeting and all other details for the AGM will be available on the Company’s website,
www.auctiontechnologygroup.com.
Share price information
The latest price of the Company’s ordinary shares is available on www.londonstockexchange.com.
ATG’s ticker symbol is ATG.
Registrar
The Company’s Registrars is Equiniti Limited
Equiniti provide a range of services to shareholders.
Extensive information including many answers
to frequently asked questions can be found online.
Use the QR code to register for FREE at
www.shareview.co.uk
Equiniti’s registered address is:
Highdown House, Yeoman Way, Worthing, West Sussex, BN99 3HH
Electronic communications
If you would like to receive all shareholder information such as the Annual Report and Notice of
Meeting via our website and receive a notification by email each time new information is available,
please register for electronic communications at www.shareview.co.uk.
Investor relations
Shareholder Information
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Corporate Governance
Financial Statements
Further Information
190
Auction Technology Group plc
Annual Report 2025
www.auctiontechnologygroup.com