Driving Change Together.
Responsibly
Auto Trader Group plc
Annual Report and
Financial Statements
2025
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01 Strategic report
02
At a glance
03
Highlights of the year
04
Chair’s statement
05
CEO’s statement
08
Market overview
12
How we create value
13
Strategic progress
18
Section 172(1) statement
22
Key performance indicators
25
Non-financial and sustainability
information statement
26
Financial review
29
Working responsibly
62
How we manage risk
65
Principal risks and uncertainties
Auto Trader is committed to improving the efficiency of car buying and
selling in the UK, to building stronger partnerships with customers, using
its influence to drive more environmentally friendly vehicle choices and
enabling this through a culture that allows our people to develop and
perform. With the largest number of car buyers and the largest choice
of trusted stock, Auto Trader’s marketplace sits at the heart of the UK
car buying process. That marketplace is built on an industry-leading
technology and data platform, which is increasingly used across the
automotive industry. Auto Trader is continuing to bring more of the car
buying journey online, creating an improved buying experience, whilst
enabling all its retailer partners to sell vehicles online.
is the UK’s largest
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73 Governance
113 Financial statements
114
Independent auditor’s report to the
members of Auto Trader Group plc
126
Consolidated income statement
127
Consolidated statement of
comprehensive income
128
Consolidated balance sheet
129
Consolidated statement of changes in equity
130
Consolidated statement of cash flows
131
Notes to the consolidated financial statements
161
Company balance sheet
162
Company statement of changes in equity
163
Notes to the Company financial statements
167
Unaudited five-year record
168
Shareholder information
74
Governance overview
77
Board of Directors
79
Corporate governance statement
84
Report of the Nomination Committee
87
Report of the Audit Committee
92
Report of the Corporate
Responsibility Committee
95
Directors’ remuneration report
109
Directors’ report
Strategic report
How our performance, purpose, strategy and risk
management are shaping the long-term value we
deliver for our stakeholders.
02
At a glance
03
Highlights of the year
04
Chair’s statement
05
CEO’s statement
08
Market overview
12
How we create value
13
Strategic progress
18
Section 172(1) statement
22
Key performance indicators
25
Non-financial and sustainability information statement
26
Financial review
29
Working responsibly
62
How we manage risk
65
Principal risks and uncertainties
01
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Determined
Curious
COMMUNITY
Decisive
Humble
Adaptable
Our purpose: Driving
Change Together.
Responsibly guides our
strategy, our ways of
working and our culture.
At a glance
WHAT
WE DO
HOW
WE WORK
Our strategy has three focus areas that are closely interconnected, with working
responsibly embedded into everything we do:
Whilst it lacks precision, our culture is often described internally as ‘doing the right thing’,
which comes through as ‘Responsibly’ in our purpose:
MARKETPLACE
be the best place
to buy and sell a car
PLATFORM
be the industry’s data
and technology platform
DIGITAL RETAILING
be the enabler for all
retailers to sell online
WORKING AS ONE AUTO TRADER
WHY
WE EXIST
Our values are the guiding characteristics that underpin our culture.
They are embedded into our ways of working and core to our success:
COMMUNITY
We connect and understand each other, respect our differences and focus on finding
common ground. We are committed to making a difference in the communities around us.
CURIOUS
We look up, listen, think beyond the obvious
and find the Auto Trader way. We’re restless
and always thinking about what’s next.
DETERMINED
We get stuck in and have the conviction to
make big things happen. We persevere and
aren’t scared to do the hard thing.
DECISIVE
We crack on, trusting our instincts, data and
experience. We sometimes disagree, but we
always commit and deliver together.
ADAPTABLE
Our ability to change and change again is our
greatest strength. We act for the long term,
accept uncertainty and challenge everything.
HUMBLE
We share in our failures as well as our successes.
We earn our place and take nothing for granted.
WORKING IN PARTNERSHIP
WORKING AS OWNERS
WHO
WE ARE
WORKING RESPONSIBLY
be a responsible business
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
02
Auto Trader Group plc
Annual Report and Financial Statements 2025
2025
2024
2023
£225m
£250m
£276m
Highlights of the year
We continue to deliver value for customers and embed
our role as the UK’s leading automotive platform
6%
reduction
in carbon emissions
to 93.2k tonnes of CO
2
(2024: 98.9k)
>75%
of all minutes spent
on automotive
marketplaces were
spent on Auto Trader
(2024: >75%)
OPERATIONAL
CULTURAL
FINANCIAL
>£750m returned
to shareholders over
the past three years
FINANCIAL
£377m
Group operating
profit (+8% YoY)
31.66p
Basic earnings
per share (+12% YoY)
CULTURAL
91%
of employees
proud to work
at Auto Trader
(2024: 97%)
81.6m
monthly visits
(2024: 77.5m)
557m
monthly minutes
(2024: 553m)
OPERATIONAL
Record numbers of buyers using our platform
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
03
Auto Trader Group plc
Annual Report and Financial Statements 2025
Chair’s statement
“Our customer engagement
continues to grow with
record numbers of buyers
and sellers using Auto Trader
and our data and
technology are increasingly
being used by retailers
to power their businesses.”
INTRODUCTION
I am pleased to report another set of strong
Auto Trader results. Our customer engagement
continues to grow with record numbers of buyers
and sellers using Auto Trader and our data
and technology are increasingly being used by
retailers to power their businesses. Nathan sets
out in the subsequent report the drivers that
we believe will continue to serve us well over
the years ahead. The success of Auto Trader
is entirely down to the amazing people that we
have powering our business forward and we
are proud of our focus on diversity, equity and
inclusion which in no small part has contributed
to the continued success of the organisation.
RESULTS OVERVIEW
2025 has seen another year of operational
and financial progress at Auto Trader. The
automotive market has remained robust,
with transaction volumes and the number of
consumers using our marketplace increasing
year-on-year. We continue to enhance our
product offering, enabling more of the buying
journey to be completed online, and have
launched ‘Co-Driver’, our suite of AI powered
tools, designed to assist customers in advertising
their vehicles more efficiently and effectively.
We continue to invest in our people, creating an
environment where there is increasing alignment
between employees, customers and
shareholders. In the core Auto Trader business
we achieved record revenues of £564.8m, an
increase of 7% on 2024. Group revenue increased
5% to £601.1m (2024: £570.9m) with Autorama
revenue contributing £36.3m (2024: £41.2m).
Operating profit in the core Auto Trader business
was £394.0m (2024: £378.6m), up 4% on last year,
with an operating profit margin of 70% (2024: 71%).
Autorama saw reduced operating losses of
£4.3m (2024: £8.8m). Group operating profit
increased by 8% to £376.8m (2024: £348.7m),
reflecting the increase in revenue, reduced
operating loss in Autorama, and the reduction
in Group central costs to £12.9m (2024: £21.1m).
Group operating profit margin increased to 63%
(2024: 61%). Basic earnings per share increased
12% to 31.66p (2024: 28.15p).
BOARD CHANGES
At our AGM on 19 September 2024, Non-Executive
Directors, David Keens and Jill Easterbrook, did
not stand for re-election having both served their
third three-year term. We are very grateful for
David and Jill’s contributions as Non-Executive
Directors and highly effective Committee Chairs.
At the conclusion of the AGM, Geeta Gopalan
who joined the Board on 1 May 2024 was
appointed as Senior Independent Director and
Remuneration Committee Chair, and Amanda
James who joined the Board on 1 July 2024 was
appointed as Audit Committee Chair.
On 16 May 2025 we announced the appointment
of two Independent Non-Executive Directors,
Megan Quinn and Adam Jay, who will join the
Board with effect from 1 July 2025. Megan and
Adam will also join the Audit, Remuneration,
Corporate Responsibility and Nomination
Committees. These appointments follow
a comprehensive search process using an
external search firm, led by the Nomination
Committee, and are part of the Board’s
long-term succession planning.
We also announced that Jeni Mundy, who has
come to the end of her third three-year term, and
Sigga Sigurdardottir who will come to the end of
her second three-year term in 2025, will not stand
for re-election at the 2025 AGM. We thank Jeni
and Sigga for their important contributions to
Auto Trader during their time on the Board.
CAPITAL STRUCTURE AND DIVIDENDS
The Directors are recommending a final dividend
of 7.1 pence per share. Subject to shareholders’
approval at the AGM on 18 September 2025, the
final dividend will be paid on 26 September 2025
to shareholders on the register of members at
the close of business on 29 August 2025. The total
dividend for the year is therefore 10.6 pence per
share (2024: 9.6 pence per share).
The Group’s long-term capital allocation policy
remains consistent, focusing on investing in
the business to support growth while returning
approximately one third of net income to
shareholders through dividends. Any surplus
cash following these activities will be used
to continue our share buyback programme.
ANNUAL GENERAL MEETING
The AGM will be held in our Manchester office
on 18 September 2025 at 11am.
Matt Davies
Chair
29 May 2025
Matt Davies
Chair
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
04
Auto Trader Group plc
Annual Report and Financial Statements 2025
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EPS (pence)
CEO’s statement
Nathan Coe
Chief Executive
Officer
STRATEGIC AND OPERATIONAL REVIEW
We are now a full 10 years post our IPO in March
2015. In keeping with our approach last year, we
want to position our short-term results in the
context of the long-term Auto Trader investment
case. One of the strengths of the Auto Trader
business over its 48-year history has been its
consistent performance and growth through
changing market and economic conditions.
That is not to say that Auto Trader always grows
at the same rate, but we have consistently
expanded revenues, profits and our market
position over time. Whilst Auto Trader is always
evolving, the investment case has not
fundamentally changed over this 10-year period.
Our position connecting buyers and sellers in
the UK automotive market has also grown over
a long period of time. We have maintained this
position through an obsessive focus on the car
buying experience, the delivery of new products
to retailers and by staying ahead of evolving
competitive dynamics. Our consistent strategy
has focused on our core strengths which
continue to deepen the value we add to the
UK automotive market. There remains a big
opportunity to create additional value from
both existing and new customers that builds
on our strengths and assets. This will deliver
high incremental returns on the capital our
shareholders entrust us with. We accept this is
one of many possible strategies, but we believe
based on our capabilities and advantages, it
represents the best choice to create value for
all our stakeholders.
Since Auto Trader’s IPO the business has
delivered consistently. The early years post IPO
were characterised by steady revenue growth
and more dramatic margin expansion as we
simplified the business to focus on our core
proposition and becoming a business that
develops and scales through technology. Since
that time our performance has seen higher
revenue growth driven by the core business, with
margins still expanding. This has been delivered
through increased investment in the core
platform and close-adjacent opportunities.
We have a high velocity software development
cycle and lean operating structure, the costs of
which are mostly expensed as incurred through
the income statement. This means our profits
are post the required investment in the business.
We have consistently distributed these profits
through a combination of dividends and share
buybacks, which we intend to continue. This has
led to earnings per share growing at a faster
rate than both revenue and operating profit.
Since IPO, £1.4bn of surplus cash has been
returned to shareholders (net of the equity raise
during COVID-19) and we have delivered total
shareholder returns of 221% versus 77% for the
FTSE 350 (excluding investment trusts) since IPO
to the end of March 2025. We have a high degree
of confidence that over a longer time horizon we
will continue to grow through continued focus on
the drivers of value that have served us well so
far. These include: a growing automotive market
and profit pool; our market-leading position; our
heritage of innovation; a focused and consistent
strategy; and our purpose and culture.
1. A GROWING AUTOMOTIVE MARKET
AND PROFIT POOL
The size of the UK car parc has grown on
average by just over 300,000 (or 1%) cars per
year for the past 20 years, to now total over
36 million. The COVID-19 pandemic broke this
consistent trend, as new car production fell to
levels below even those of the Global Financial
AUTO TRADER’S
ROADMAP PODCAST
‘Life as a CEO of a
tech company’
Crisis of 2008-09. From time to time there will
be these anomalies, but over the long term we
expect the UK car parc to continue to grow.
This is driven by GDP growth, population growth
and stable trends in car ownership, supported
by the continued requirement for car owners
to have exclusive access to a vehicle. With a
relatively consistent vehicle change cycle in
the UK, typically between three and four years,
this growth in the car parc translates into
growing used car transaction volumes.
We also expect the value of both new and used
cars to continue to increase over time. At the
beginning of 2011, the average price of a used car
advertised on Auto Trader was £9,000, today it
is over £17,000, an average of over 4% growth per
year. While part of that increase is due to vehicle
mix, the majority is due to inflation, improved
functionality, longer useful lives and the move
towards more expensive electric vehicles. Based
on a sample of customer accounts, over the past
10 years gross percentage margins have remained
relatively consistent, between 9 and 11%, meaning
higher vehicle prices typically translate through to
higher absolute gross profits. In combination with
growing transaction volumes, this has seen the
gross profit pool increase over the past 10 years.
As a result, we have been able to grow revenues
without meaningfully increasing our take-rate.
Group revenue, operating profit and earnings per share
(£m)
“We remain confident
in the outlook for the
business given our
strong market position,
the value we deliver for
customers, and unique
data and technology
capabilities.”
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
05
Auto Trader Group plc
Annual Report and Financial Statements 2025
CEO’s statement
continued
Today, our business model is largely linked
to the number of used vehicles available for
sale in the UK at any one time. This number is
determined by new vehicle sales in preceding
years less scrappage and means that vehicle
supply operates somewhat independently of
economic conditions, which limits the cyclicality
of our business model. New car sales tend to be
more cyclical or exposed to other macro-level
events, such as the global pandemic in 2020.
However, these events typically have a more
muted impact on used car sales due to the
relative size of the two markets (annual new car
sales of around 2 million versus used car sales
of 7.5-8 million). When economic conditions do
change, it is used vehicle prices that can be the
balancing factor given the relatively fixed used
car supply. When consumer demand softens
significantly, prices typically reduce which
impacts the profitability of our customers and
can flow through to greater cost consciousness
and retailer closures. We still grow, however
not necessarily at the same rate as when trading
conditions are more favourable for retailers.
While not a material driver of revenue, the
number of retailer forecourts is still an important
metric for us. Overall, the market is highly
fragmented, and we do not expect this to
change. Within the UK, we have seen continued
growth in retailer forecourts for the past seven
years. Looking forward, we expect the very
largest retailer groups to get bigger, but these
account for a relatively small amount of revenue
(our top 10 customers represent less than 7% of
Group revenue). Overall retailer numbers for last
year averaged 14,013 which is significantly higher
than the 13,452 at the time of our IPO. This is
despite a reduction of c.550 retailers when we
sold our business in the Republic of Ireland.
All these factors combine to provide an underlying
market that is resilient and likely to grow in both
volume and value over the long term.
2. OUR MARKET-LEADING POSITION
As the automotive market increasingly embraces
technology, data and digital sales channels,
we are uniquely placed to help. At IPO (financial
year 2015) Auto Trader had visits of 40.3 million
per month, which has grown to 81.6 million in
the current year. We account for over 75% of all
minutes spent on automotive classified sites
and remain 10x larger than our nearest classified
competitor. Almost half of our traffic comes via
our app, which has been downloaded 22 million
times and our prompted brand awareness
with UK consumers is over 80%; both are key
components of our competitive moat. The level
of consumer engagement continues to grow, as
measured by the number of minutes spent on
site, which was up 1% year-on-year. Over the last
financial year we saw 67 billion vehicle search
appearances, 3.5 billion views of an advert
and 15 million enquiries submitted to retailers.
We also saw 21 million valuations requested by
consumers and 23 million engagements with our
finance calculator, showing the important role
the online buying journey plays in helping
consumers arrive at the forecourt ready to buy.
Beyond car buyers, retailers are increasingly
using our data, tools and services to power their
businesses. Our Retailer Portal system saw over
1.8 million logins per month over the last year and
our API technology services, which supply data,
stock management and now AI-enabled vehicle
descriptions and smart image sorting and
tagging, were called 91 million times per month
(2024: 86 million). This demonstrates how our
data, tools and services are becoming
increasingly embedded within our customers’
systems, operations and decision-making,
extending our reach and influence beyond
just classified advertising and marketing.
3. OUR HERITAGE OF INNOVATION
As a result of our trusted position and brand
heritage, Auto Trader has been the destination
for car buyers to navigate their car buying
journey for many years. From initially operating
as a magazine to the technology business we
are today, we have continuously evolved our
consumer experience to provide more
confidence, comparability and consistency for
buyers. On Auto Trader, buyers can benefit from
enriched data about the specification and
performance of the car, check the history of the
vehicle and whether it has outstanding finance,
seamlessly use artificial intelligence (‘AI’) to get a
market value for the car they’re buying or selling,
consider retailer reviews, apply for finance and
reserve cars online.
This year we have extended our proposition
for car buyers again, with the largest redesign
of our desktop search experience in a decade.
We have moved our search results to a grid view,
enabling buyers to see an increased number of
cars with larger images. Our search filters have
been redesigned, and we have introduced
continuous scrolling, making it easier to access
all the choice available on Auto Trader. The
coverage of Deal Builder has increased to
c.84,000 vehicles at year end, where consumers
can secure a part-exchange valuation,
complete a finance application and reserve
the vehicle all on Auto Trader. We rolled out dark
mode to our Apple and Android apps, which
account for almost half of consumer activity
and engagement on Auto Trader. Finally, we
have launched our Co-Driver product, delivering
one of the most material improvements to our
search experience in years by improving
descriptions and imagery and calling out the
unique aspects of each individual vehicle.
Co-Driver is an umbrella brand for a range of
AI-enabled products that we plan to launch in
the years ahead, as we look to make our data,
technology and services available to every
retailer regardless of their size or technical
capability. We believe we have a significant
advantage in our platform products, as the
output of any AI application will only ever be as
good as the data upon which it is based. We have
the most complete and comprehensive vehicle
dataset in the UK, along with a vast and unique
dataset of observations on the behaviour of car
buyers and retailers on our platform. Our goal
with the first wave of Co-Driver products is to
significantly improve the quality of adverts,
whilst reducing the amount of time it takes
for retailers to advertise their vehicles. The
first three products include Smart Image
Management, AI Generated Descriptions and
Vehicle Highlights, all of which assist retailers in
getting an advert live quickly and accurately and
in delivering consistency and transparency for
car buyers. Smart Image Management means
retailers just need to upload their images and
using AI we will tag and categorise the images,
order them and highlight any that are missing.
This process utilises the huge amount of
consumer data we have to optimise the image
order, to maximise engagement with that
retailer’s vehicle. AI Generated Descriptions
leverage everything we know about a specific
vehicle, the vehicles it is competing with and
what buyers of the vehicle are most interested in.
This replaces the time-consuming process of
working out the spec of a vehicle, determining
what matters most to car buyers and the manual
writing of the description by retailers. Finally,
Vehicle Highlights calls out the top three most
distinctive features about a specific vehicle on
the advert. This could include fuel economy
relative to similar vehicles, the number of owners,
low mileage, cheaper insurance, or any other
aspect that is meaningful to buyers of those
types of vehicles.
We will continue to improve and build on these
products; to improve the consumer experience
and strengthen the partnership we have with
customers by increasing their use of our data,
tools and technology services. This innovation is
delivered through our well-invested technology
platform, built in-house by Auto Trader engineers
who have many years of experience enabling
products and services for our customers. Our
high velocity approach to software development
means we typically deliver product value
incrementally which reduces risk and enables us
to maintain agility. This year we delivered 89,000
software releases (2024: 65,000).
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
06
Auto Trader Group plc
Annual Report and Financial Statements 2025
CEO’s statement
continued
4. A FOCUSED AND CONSISTENT STRATEGY
Our strategy has three focus areas: our
marketplace; our platform; and digital retailing.
These areas are closely interconnected, as our
platform and digital retailing capabilities build
on and contribute to the strength of our
marketplace. Over time we have embedded
our data and services into the systems and
processes used by both our retailer partners and
car buyers. These will be covered in more detail
in Catherine’s update on our strategic progress.
5. OUR PURPOSE AND CULTURE
Our purpose is Driving Change Together.
Responsibly, which describes why we exist,
what we are looking to do and how we are
looking to achieve it. Culture for us is as tangible
and important to our performance as our
strategy, competitive position and product
development pipeline. We aim to be purpose
driven, principled, and values led. Whilst it lacks
precision, our culture is often described
internally as ‘doing the right thing’, represented
by ‘Responsibly’ in our purpose. Specifically,
we are looking for balance. Balance between
short and long term performance, and balance
between value creation for customers, our
people, shareholders and the industry and
communities within which we work.
‘Together’ is also an important part of our
purpose. We refer internally to being ‘One’
Auto Trader. This refers to working as a single
team, not in silos, with trust and collaboration
over hierarchy and bureaucracy. To progress
any initiative, our people must talk, be aligned
with our priorities, listen to each other, and
collaborate authentically. ‘Together’ also talks
to the partnership we aim for with our customers,
retailers, manufacturers, leasing companies,
finance companies and other players in the
automotive ecosystem. We bring a lot more to
our customers than just the advertising we sell.
With our data, brand, people and technology we
can help our customers achieve their business
goals, which makes them much more likely to
understand and use our products, advice, insight
and services. Finally, ‘Together’ is an ownership
mindset amongst our people which strongly
reinforces the two points above. We have now
awarded two One Auto Trader all-employee
share schemes that provide employees with
an extra 10% of their salary in shares each year,
vesting over a three-year period. This builds
on an already strong ownership culture, aligns
our people with our shareholders and can be
accommodated within our long-term Auto Trader
margin target.
There has been much in the press recently
regarding diversity, equity and inclusion (‘DE&I’).
At Auto Trader, we have been quietly working for
many years to create a talent strategy that is
inclusive and diverse, where any talented person
can be successful. We started on that journey,
and will continue, because it has proven to be
an important contributor to the success of our
organisation. 91% of people are proud to work
at Auto Trader (March 2024: 97%). Our employee
driven networks support women, ethnicity,
LGBT+, wellbeing, early careers, disability and
neurodiversity, social mobility and family. They
have continued their impressive work and have
supported many colleagues during the period.
At the end of March 2025, women represented
44% of our organisation (March 2024: 44%) and
43% (March 2024: 42%) of leadership roles as
defined by the FTSE Women Leaders Review.
We are committed to increasing the percentage
of ethnically diverse employees, who currently
represent 19% of our organisation (March 2024:
17%), with 7% of employees not disclosing their
ethnicity. The percentage of ethnically diverse
employees in leadership increased to 10%
(March 2024: 6%), although we also increased
our Leadership Team which impacted this
number. Following the AGM, our Board comprises
six women and three men, with two from an
ethnically diverse background and a woman
as Senior Independent Director.
We are committed to being net zero by 2040 and
halving our carbon emissions by 2030, targets
which have been validated by the Science Based
Targets initiative (‘SBTi’). Our calculations
estimate our GHG emissions during the year were
6% lower at c.93.2k tonnes of CO
2
across Scopes
1, 2 and 3 (2024: 98.9k tonnes). The majority of
our emissions are Scope 3, predominantly
attributable to our suppliers and emissions
relating to the small number of vehicles sold by
Autorama that pass through their balance sheet.
Emissions relating to Auto Trader total 9.9k tonnes
and 83.3k tonnes are attributable to Autorama
(2024: Auto Trader 14.2k and Autorama 84.7k).
OUTLOOK
Our April 2025 pricing and product event has
gone well.
Retailer revenue growth in the second half of
last year was 5% which was constrained by the
acceleration in speed of sale. This has continued
into the new financial year, however we expect
retailer revenue growth to improve to between
5 and 7% for FY26 for the following reasons:
•
Speed of sale has natural constraints.
The acceleration seen last financial year
was largely driven by a fall in used car prices
which have steadily increased throughout
the second half of the year as retailers have
sought more normalised margins.
•
Our pricing and product event has delivered
approximately 6% growth in retailer revenue.
Assuming consistent retailer forecourts,
we expect this to grow the price lever within
ARPR by £90-100 and contribute £70-80 to
the product lever.
•
We have responded to market dynamics
with offers to stimulate stock and continue to
support retailer margins with our prominence
products. In H2 FY25, the stock lever was
minus £54, in April 2025 it was minus £42. We
expect stock to continue to improve through
the year but still be marginally down for FY26.
However, any marginal decline in the stock
lever should be offset by similar amounts in
product lever contribution from additional
prominence products.
•
Due to the comparative periods, growth will
be stronger in the second half which we expect
will benefit the start of FY27.
We expect broadly consistent revenues in
Consumer Services and Manufacturer & Agency,
which account for 9% of Group revenue. Autorama
losses are expected to reduce in line with current
market expectations, with growth in commission
& ancillary revenue on a relatively consistent cost
base. Vehicle & accessory sales which has no
impact on profit is likely to be c.£20m.
We expect to maintain current levels of
Auto Trader operating profit margins, whilst
Group operating profit margins will increase
as a result of reduced Autorama losses.
Nathan Coe
Chief Executive Officer
29 May 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
29.0
30.0
31.0
32.0
33.0
34.0
35.0
36.0
37.0
New
Scrapped
Car parc
0.0
0.5
1.0
1.5
2.0
2.5
3.0
(2.5)
(2.0)
(1.5)
(1.0)
(0.5)
UK car parc – million
New / (scrapped) – million
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Market overview
A resilient market growing in both volume and value over the past 20 years,
which we expect to continue into the future
UK CAR PARC
The size of the UK car parc has grown on average
by just over 300,000 (or 1%) cars per year for the
past 20 years, to now total over 36 million. The
COVID-19 pandemic broke this consistent trend,
as new car production fell to levels below even
those of the Global Financial Crisis of 2008-09.
From time to time there will be these anomalies,
but over the long term we expect the UK car parc
to continue to grow. This is driven by GDP growth,
population growth and stable trends in car
ownership, which is supported by feedback
from car owners that they value exclusive access
to a vehicle more than ever. With a relatively
consistent vehicle change cycle in the UK,
typically between three and four years, this
growth in the car parc, supports used car
transaction volumes.
LONG-TERM PRICES
We also expect the value of both new and used cars
to continue to increase over time. At the beginning
of 2011, the average price of a used car advertised
on Auto Trader was £9,000, today it is over £17,000,
an average of over 4% growth per year. While part
of that increase is due to vehicle mix, the majority
is due to inflation, improved functionality, longer
useful lives and the move towards more expensive
electric vehicles. Based on a sample of customer
accounts, over the past 10 years gross percentage
margins have remained relatively consistent,
between 9% and 11%, meaning higher vehicle prices
translate through to higher absolute gross profits.
This, in combination with growing transaction
volumes, has seen the gross profit pool increase
over the past 10 years.
As a result, we have been able to grow revenues
without meaningfully increasing our take-rate
over the same period.
Average used vehicle price
(£)
UK car parc
Calendar year
Calendar year
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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0.0
0.5
1.0
1.5
2.0
2.5
3.0
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2.0
2.0
1.7
1.6
1.6
2.1
2.3
2.4
2.7
2.7
2.5
2.3
2.1
1.9
Car transactions – million
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Car transactions – million
7.3
7.6
6.9
7.5
6.5
7.7
7.9
7.9
8.2
7.8
7.3
7.3
6.7
6.7
Market overview
continued
With the UK car parc turning relatively consistently, used car transactions are well supported,
increasing 4% year-on-year as new car registrations continue to recover
Used car transactions
NEW CAR REGISTRATIONS
Over the past 12 months the new car market
has grown 2% to just under two million
registrations. The retail channel has remained
under pressure, seeing a 4% year-on-year
decline, with lower registration volumes than
in our financial year 2009, after the Global
Financial Crisis. This decline was more than
offset by growth in the fleet segment, which
accounted for nearly 60% of all registrations.
The share of battery electric vehicles as a
percentage of total car sales increased to 21%.
It is not yet clear how global tariffs are likely
to impact the UK car market. It is possible
that due to a lack of retaliatory tariffs the UK
market looks relatively attractive for foreign
vehicle exports. In addition, vehicles
produced in the UK may be more likely to be
sold in the UK, both of which could support
new car volumes going forward. Offsetting
this impact is the possibility that wide-ranging
tariffs on vehicle components increase the
price of new cars, which would push car
buyers towards used car alternatives and
put downward pressure on new car volumes.
This would support near-term used car prices,
however as we saw in 2020/2021, lower new
car volumes today create used car supply
challenges in the future. The government
has also announced plans to soften the Zero
Emission Vehicle (‘ZEV’) mandate, which
should support overall registration volumes
over the next two to three years.
New car registrations
USED CAR TRANSACTIONS
The used car market has continued to recover
from the lows of COVID-19 throughout this
financial year, which we expect to continue.
Demand remains strong, with cars continuing
to sell faster than before the pandemic as
explained on the next page. Used car supply
has gradually improved and both trade
and retail prices have been broadly stable
throughout this year, following declines
last year. There were 7.6 million used car
transactions in the 12 months to March 2025,
up 4% year-on-year (2024: 7.3 million). Supply
has gradually improved through the year as
new car registrations have grown through the
fleet channel, which has in turn increased the
availability of ex-fleet stock for franchise and
independent customers. The growth in used
car transactions is larger than our increase
in live car stock on site as the speed at which
cars have been sold has continued to
be quicker.
Whilst supply at a market level has gradually
improved, we have seen the impact of the 3
million new cars not sold during the pandemic
flowing through the parc, shifting from
1-3-year-old cars to the 3-5-year-old segment
of the market. In 2019 there were circa 4.8
million 3-5-year-old cars in the parc; by the
end of this year, it falls to just 2.9 million,
making it the lowest level on record.
Financial year
Financial year
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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31
31
30
29
32
33
32
30
32
33
31
32
0
5
10
15
20
25
30
35
Qtr4
Qtr3
Qtr2
Qtr1
Qtr4
Qtr3
Qtr2
Qtr1
Qtr4
Qtr3
Qtr2
Qtr1
2023
2024
2025
Days to sell
0
50
100
150
200
250
300
258
225
246
250
256
211
233
229
238
191
204
203
Qtr4
Qtr3
Qtr2
Qtr1
Qtr4
Qtr3
Qtr2
Qtr1
Qtr4
Qtr3
Qtr2
Qtr1
Website visits – million
2023
2024
2025
Market overview
continued
We continue to see strong levels of demand for used cars, with a record
number of cross platform visits and minutes spent on Auto Trader
DEMAND
Despite the political instability of a general
election at the start of the year and a challenging
economic backdrop, used car demand remained
extremely resilient throughout the year, building
on two previous years of growth. Over 75% of all
minutes spent on automotive marketplaces were
spent on Auto Trader (2024: over 75%) and we saw
record numbers of both visits and minutes on our
platform. Cross platform visits were up 5% to 81.6
million per month (2024: 77.5 million) and cross
platform minutes increased 1% to 557 million per
month (2024: 553 million).
DAYS TO SELL
As mentioned, this year we saw a gradual rise in
used car supply relative to last year, which was
met with increasing levels of used car demand,
resulting in used car transaction growth of 4%
year-on-year. We believe this set of market
dynamics could have supported higher used car
prices, however pricing remained broadly stable
which led to a further increase in the speed with
which cars were sold. This combination of high
demand and supply being restricted in the 3-5-
year-old cohort has led to cars selling at a faster
rate than any time in our recent history.
Visits
Average days to sell
81.6m
visits per month over the year
(2024: 77.5m)
Financial year
Financial year
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Market overview
continued
Key trends within the automotive market
As choices have become more complex, the
demand for an omnichannel journey, that
blends digital convenience and transparency
with the in-person experience that only a
retailer can offer, is accelerating. A ‘digital
first’ mindset and the right online presence is
also influencing footfall – although some
consumers contact a retailer before visiting,
the majority still just walk in, looking to speak
to someone before finalising their purchase.
Our research shows that two thirds of walk-ins
don’t feel the need to make contact first,
having already researched the car and
retailer online.
We’re committed to bringing more of the car
buying journey online through our digital
retailing solutions. Our main focus has been
in developing our Deal Builder product for used
cars, which enables our partners to offer a
seamless online buying journey from their
Online buying journey
EV transition
Auto Trader adverts. By the end of this financial
year, there were c.2,000 retailers and c.84,000
vehicles live with the product available.
Over the past year, retailers have consistently
seen more than double the sales conversion
rate of deals versus traditional enquiries, as
well as a significant reduction in haggling and
time spent on admin, which freed-up front-line
colleagues to focus on driving even more
sales. It enables consumers to engage with
retailers when and how it best suits them, with
almost half of deals being submitted out of
hours, meaning retailers would arrive at work
with enquiries in their inbox. Although the initial
point of contact can now happen at any time,
most drivers still want to test drive before
completing the deal, signalling that a mix
of both digital and physical is still essential.
2024 was the year of ‘peak petrol’, which
means from now on the volume of petrol cars
on the UK’s roads will fall. It was also a record
year for electric sales as the share of new car
registrations hit 21% with volume exceeding
400,000. However, progress came at a cost
in the shape of heavy discounting whilst the
fleet sector accounted for three out of four
EVs registered. The shift to electric is fuelling
increased competition in the market, with
over 62 brands expected to be in the UK
market by the end of calendar year 2025, up
from 45 in 2019. At a time when the industry
is working hard to encourage more people
to make the switch, this year will see the
introduction of the Electric Car Supplement,
potentially pushing brand-new EVs even
further out of reach for many car buyers.
Private buyers wanting to transition to
electric are increasingly relying on the used
market, drawn by lower resale values,
competitive pricing relative to the ICE
market and growing consumer choice. Since
mid-2023, the used EV market has continued
to grow, with consumer demand outpacing
supply on retailer forecourts.
Through our unique market data and insights,
and our range of products and tools, we
continue to support the transition to electric
among consumers, as well as all our customer
and industry stakeholders, helping them to
make more informed buying and selling
decisions. Over the last financial year, we have
invested significantly in driving consumer
awareness, through both our monthly ‘EV
Giveaway’ competition, and our multi-million-
pound new car marketing campaign. We’re
also working closely with Government,
ensuring key departments have the most
accurate and informed view of the progress
being made on the road to electrification.
STAKEHOLDER PERSPECTIVE
“Deal Builder means that we are open 24
hours a day... last week we came in and
had three deals waiting for us which had
been submitted overnight. We’re not
having to deal with the back and forth.”
Paul Bainton
Managing Director, G5 Cars
STAKEHOLDER PERSPECTIVE
“Adapting to the market by stocking
electric cars has kept us up to date with
consumer demand, and we foresee
this electric demand increasing as time
goes on.”
James McConville
Company Director, Solo Cars
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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MARKETPLACE
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How we create value
At the core of our business
model is the UK’s largest
automotive marketplace
Our marketplace is built on an industry-leading technology and data
platform, which is increasingly used across the automotive industry.
The scale and engagement with our platform deepens our relationships
with both customers and car buyers, as well as presenting long-term
growth opportunities. Auto Trader is continuing to bring more of the car
buying journey online, creating an improved buying experience, whilst
enabling all its retailer partners to sell vehicles online.
Solely focused on the
UK automotive market
1
2
3
4
Most recognised and trusted
automotive brand with
largest and most engaged
car buying audience
Long-term focus and
investment in our
technology, platform
and data capability
Driven, principled and
values-led culture
Our investors
Long-term revenue and profit growth
leading to significant cash generation
and returns to shareholders through
dividends and share buybacks.
Our consumers
The best buying experience with the
greatest choice of vehicles regardless
of type or purchase method. Continuing
to create greater levels of transparency
for car buyers.
Our customers
The most effective sales channel
with market-leading insight, data and
products. Continue to drive efficiencies
with AI and more of the buying journey
being completed online.
Our people
We continue to evolve our culture so
everyone can develop and achieve
their career aspirations.
Increasingly
better informed
car buyers
AI enabled
tools and
efficiencies
More of the
buying journey
online
Real time vehicle
updates for
customers
Increased choice
through new car
and leasing
PLATFORM
High-quality technology platform
DATA
Industry-leading data, insight & taxonomy
Industry-leading
valuations and
vehicle data
What sets us apart
Value created for stakeholders
Powering the automotive ecosystem
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
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MARKETPLACE
Strategic progress
A focused and
consistent strategy
Our strategy as set out at our investor day in September 2022 is made
up of three strategic focus areas: our marketplace; our platform;
and digital retailing. These areas are closely interconnected, as our
platform and digital retailing capabilities build on the strengths of
our marketplace whilst also strengthening our marketplace through
deeper relationships and greater value for customers and car buyers.
Across those strategic focus areas we have working
responsibly embedded into everything we do. This inter-
relationship is well articulated by our purpose: Driving Change
Together. Responsibly. As part of working responsibly we
aim to do the right thing for our customers, our car buyers,
our people and our shareholders.
Working responsibly
Be a responsible business
Marketplace
Be the best place
to buy and sell a car
Platform
Be the industry’s data
and technology platform
Digital retailing
Be the enabler for all
retailers to sell online
“We continue to see further
adoption of our products,
platform and services
amongst retailers and
other industry players.”
Catherine Faiers
Chief Operating Officer
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Strategic progress
continued
Marketplace
1.8m
people viewing a new
vehicle on Auto Trader
each month
Our marketplace delivered robust revenue
and operating profit growth during the year.
Our marketplace business grows reasonably
consistently between mid and high single
digits. When stock is in tighter supply or
when market conditions mean that retailer
profitability is particularly challenged,
revenue is typically at the lower end of this
range. This year we saw a gradual rise in used
car supply relative to last year, which was met
with increasing levels of used car demand,
resulting in used car transaction growth of
4% year-on-year. This set of market dynamics
could have supported higher used car prices,
however pricing remained broadly stable
which led to a further increase in the speed
with which cars were sold. This meant we did
not see an uptick in live car stock or the stock
lever component of average revenue per
retailer (‘ARPR’), which was negative in the
year. This fast speed of sale also impacted
the level of product growth with less need for
customers to buy our prominence products.
Despite this, we have generally managed to
retain customers, with 33% of retailer stock
on a package above Standard compared
to 35% in the prior year, but additional upsell
opportunities have been limited. Both of
these impacts can be seen in our ARPR growth
of 5% year-on-year, where much of the growth
was attributable to our annual pricing and
product event.
Despite a subdued new car retail market, we
have continued to make good progress with
our new car products. We ended the year
with c.2,200 Franchise customers paying to
advertise new cars on the platform (2024:
c.2,100). Encouragingly, we had an average
of 1.9 million people coming to Auto Trader
and viewing a new vehicle on average every
month this year, an increase of 28% on
the previous year. Importantly, we are
maintaining our relevance as the market
transitions to electric vehicles (‘EVs’), with 21%
of our new car stock being EVs. We continue to
work with manufacturers that are looking to
sell direct to consumers, however we are yet
to find a solution that fits with their operating
model that is both scalable and effective.
We also offer an end-to-end leasing
transaction journey on Auto Trader. This year
we continued to focus on integrating leasing
offers into the core Auto Trader search
experience. The goal is to enable a more
scalable and robust checkout journey on
all platforms and to ensure we are set up to
grow profitably as volume returns to the
personal leasing channel (‘PCH’). This year
we delivered 6,268 vehicles, which is lower
than the previous year (7,847) due to supply
constraints in this channel and our focus
on scalable and profitable transactions.
Average commission and ancillary revenue
per vehicle was £1,627, compared to £1,631
in the prior year. Despite more challenging
conditions than we expected at the beginning
of the year, operating losses halved from
the previous year to £4.3m (2024: £8.8m loss).
During the year we launched an extensive
new car marketing campaign. We have recently
complemented the advertising of Franchise
retailers’ new car stock, with direct listings from
manufacturers and increased new car leasing
deals through our acquisition of Autorama. The
campaign was aimed at increasing consumer
awareness of this broader new car offering now
available on Auto Trader. The media investment
was across a number of channels including
broadcast and digital. We’ve seen increased
engagement with new car content as we’ve
moved through the year, demonstrating the
success of the campaign. This marketing has
also been supported by our partnership with
WhatCar? and our continued EV giveaway.
We will continue marketing new cars into the
next financial year, with the aim of targeting
a younger audience.
Significant new car
marketing campaign
HOW WE MEASURE PROGRESS
• Revenue
•
Average revenue per retailer (‘ARPR’)
•
Operating profit (and margin)
• Basic EPS
•
Cash generated from operations
•
Cross platform visits
•
Cross platform minutes
•
Number of retailer forecourts
•
Live car stock
• Employee engagement
ASSOCIATED RISKS
•
Automotive economy, market
and business environment
• Climate change
• Employees
•
Reliance on third parties and partners
•
IT systems and cyber security
•
Failure to innovate: disruptive technologies
and changing consumer behaviours
•
Legal and regulatory compliance
• Competition
•
Brand and reputation
2%
retailer forecourt
growth year-on-year
to record level
KPIS
P22
RISKS
P62
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
SCAN
TO WATCH
VIDEO
Strategic progress
continued
Platform
91m
API calls per month on average
(2024: 86m)
We continue to see strong adoption
amongst retailers and other industry players
of our platform capabilities, data, tools and
technology services. Many retailers gain
access to these products through our Retailer
Portal as their primary stock management
system, but for larger or more complex retailers
they integrate these services into their own
systems. We see high engagement once
customers integrate either directly or through
their technology partners, as the data and
services are embedded into their own systems
and processes. We are now integrated with
over 120 technology partners and continue
to build on these partnerships each month.
Making our platform accessible enables our
customers to benefit from the multi-year
investment we have made in our technology
and data platform and our data science
capability. Over many years we have improved
the quality of our vehicle data, retailer
data and consumer data, most of which
is proprietary and not available anywhere
other than in our own services.
As part of our annual pricing and product
event in April 2024, we made the third module
of Auto Trader Connect available, providing
retailers with Trended Valuations and our
enhanced Retail Check product. Combined,
this powerful new layer of intelligence helps
retailers adapt and respond to daily market
changes with quicker and more profitable
sourcing, advertising, and pricing decisions.
Throughout the last financial year, over 70%
of retailers were using our trended valuations
product each month. Most data we provide is
real-time, which is helpful but is enriched when
retailers can see how retail pricing for vehicles
has trended in the past and what we forecast
it to do in the future. All our metrics draw on the
millions of vehicle and consumer observations
we have, using machine learning to turn them
into accurate and specific metrics for exactly
the car a retailer owns or is looking to buy.
We continue to focus on building a robust,
scalable automotive finance platform that
brings transparency, technology and choice
to the industry. We believe this is very valuable
to our customers, lenders and Auto Trader,
however the work and time taken to establish
this is significant. One of the key challenges
is the time taken to secure lender agreement
and for them to prioritise and undertake the
technical work to integrate with our platform.
The platform enables a journey up to two-way
full real-time finance applications and
approval with an e-signature.
For much of the past 10 years, we have been
building our data science team and working with
machine learning and artificial intelligence (‘AI’).
These models underpin most of the metrics we
provide to our customers and car buyers, including
price flags, valuations, advertising performance,
retail demand and supply and our search
algorithm. We have been experimenting with
the latest generation of large language models
(‘LLMs’) and see great potential to leverage
this technology combined with our unique,
proprietary dataset to make the lives of our
retailers easier and to improve the experience
for buyers on Auto Trader.
Long-term investment
in data science
HOW WE MEASURE PROGRESS
•
API calls on average per month
•
Number of lender integrations
•
Number of product releases
ASSOCIATED RISKS
•
Reliance on third parties and partners
•
IT systems and cyber security
•
Failure to innovate: disruptive technologies
and changing consumer behaviours
KPIS
P22
RISKS
P62
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
15
Auto Trader Group plc
Annual Report and Financial Statements 2025
SCAN
TO WATCH
VIDEO
Strategic progress
continued
Digital retailing
c.2,000
Deal Builder customers
live in March 2025
(March 2024: c.1,100)
c.49,000
deals generated on
Deal Builder in 2025
(2024: c.16,000)
Retailers and their physical stores will continue
to play a critical role in the car buying and
retailing process for many years to come, as
most consumers are not comfortable buying a
car entirely online. There is a desire to inspect,
test drive and gain support from people
throughout the process. However, we do
believe the process can be improved by
enabling more of the journey to be done online,
at a time convenient for car buyers before
they visit the forecourt. This also benefits our
customers as a large amount of resource
is allocated to managing enquiries and
processing paperwork that does not ultimately
result in a sale and therefore impacts their
bottom line. We are in a unique position to
connect online journeys, which typically start
on Auto Trader, into retailers’ systems and
processes through our Retailer Portal and API
journeys. This is the strategy we have been
pursuing to date with our Deal Builder product.
The feedback on the product continues to be
positive from both retailers and car buyers,
with deals converting twice as effectively as
a regular Auto Trader lead and over half of all
deals being submitted outside of traditional
working hours. At the end of March 2025, we
had increased customers using Deal Builder
year-on-year by 82% to c.2,000 (2024: c.1,100),
which made the product available on
c.84,000 vehicles, an increase of over 100% on
the same period last year. Deals generated
were three times higher at c.49,000 from
c.16,000 in the prior year. Over half of the
customers at year end were either paying
for the product or had been onboarded as
‘try before you buy’, expecting to roll up to
paid after an initial offer period.
Given this progress, and our experience with
previous products at Auto Trader, we have
decided to accelerate the adoption of Deal
Builder by making Deal Builder functionality
part of our core advertising proposition.
We believe there are significant benefits
to this approach:
•
We have been onboarding c.500 customers
every six months and with this approach we
expect to have significantly more customers
with the product by the end of this financial
year, accelerating customer adoption.
•
With significantly more vehicles
having a ’deal’ journey available, we
expect to materially increase the number
of deals being submitted on Auto Trader,
accelerating the level of buyer engagement
on site. We believe this may provide
additional functionality that will appeal to
the two thirds of buyers that walk into the
forecourt without contacting the retailer
in advance, resulting in a disconnected
and inefficient forecourt journey for both
the buyer and the retailer where there
is no insight provided on the buyer’s
online journey.
•
We have seen retailers’ willingness to pay
for Deal Builder, suggesting they value the
product. While Deal Builder will no longer
be monetised per transaction, we now
have the opportunity to bring Deal Builder
into our core offering, something we have
a long history of successfully achieving.
In parallel to Deal Builder, we are working
to enable a digital retailing journey for new
cars. Throughout the period we have further
integrated leasing deals for cars, vans and
pickups into the core Auto Trader search
experience. Our car leasing tab consolidates
all available deals and provides a full checkout
journey on Auto Trader. The personal leasing
market has been constrained by tight supply,
but in time, as fleets ‘catch-up’ on orders not
fulfilled over the past four years we expect supply
through this channel to gradually improve.
This plays to our strengths of being a
subscription business. We continue to see
future opportunities to further monetise
finance and other ancillary products.
•
Having this functionality available on
Auto Trader offers further differentiation
from current and future competitors.
The technical undertaking would require
substantial time and resources to replicate.
Since our IPO more of our growth has
come from product than price and stock.
Our product pipeline is as strong as it has
ever been, with opportunities across our
advertising marketplace, data and AI, our
platform services and Digital Retailing. This
combined with the strong foundations we
have built with our brand, data, technology,
and software development capability gives
us confidence in our ability to grow profitably
for many years to come.
HOW WE MEASURE PROGRESS
•
Number of Deal Builder customers
•
Number of Deal Builder live stock
•
Number of submitted deals
•
Number of leasing vehicles delivered
ASSOCIATED RISKS
•
Reliance on third parties and partners
•
IT systems and cyber security
•
Failure to innovate: disruptive technologies
and changing consumer behaviours
•
Legal and regulatory compliance
New car leasing check-out
available on Auto Trader
KPIS
P22
RISKS
P62
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
16
Auto Trader Group plc
Annual Report and Financial Statements 2025
Strategic progress
continued
Working responsibly
Our ESG strategy is underpinned by our purpose
of Driving Change Together. Responsibly.
This ensures we strive to make a positive
difference to our people, our communities,
the industries we operate in, and the wider
environment to create a more accessible,
equitable and sustainable future.
The environment
•
Minimise our impact on the environment,
thereby protecting our business from the
impact of climate change.
•
Drive change across our own operations
and supply chain, and also use our
capabilities and voice to influence the
automotive and technology industries
and Government to support urgent action
to tackle the climate crisis.
•
Report comprehensively in line with
TCFD recommendations.
•
Support car buyers to make more
environmentally friendly vehicle choices.
Our people & communities
•
Build diverse teams and evolve our
inclusive culture.
•
Maintain high levels of employee
engagement, supporting positive
health and wellbeing.
•
Partner with charities, community groups
and industry bodies to make a difference
to the communities where we work and live.
Our governance & compliance
•
Uphold the values of good corporate
governance and risk management and
consider the needs of all our stakeholders
in our strategic decision-making.
•
Comply with our legal and regulatory
obligations and behave ethically and
with integrity at all times.
•
Maintain a trusted marketplace for our
customers and consumers to find, buy
and sell vehicles.
HOW WE MEASURE PROGRESS
•
See our cultural KPIs and Working
responsibly section
ASSOCIATED RISKS
• Climate change
• Employees
•
Brand and reputation
Catherine Faiers
COO
29 May 2025
Volunteering
600+
volunteering days taken
by our employees to volunteer
in the community
Carbon Literacy
5,800+
automotive professionals gain
Carbon Literacy with the
automotive Carbon Literacy toolkit
Inclusive Top 50
UK Employers
91%
of employees say they’re
proud to work for Auto Trader
KPIS
P22
RISKS
P62
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
17
Auto Trader Group plc
Annual Report and Financial Statements 2025
Section 172(1) statement
Considering our
stakeholders
The Directors of the Company have acted
in the way that they consider, in good faith,
would be most likely to promote the success
of the Company for the benefit of its
members as a whole, having due regard in
doing so for the matters set out in section
172 (1) (a) to (f) of the Companies Act 2006.
To achieve our goals and ensure
long-term success, we recognise
the importance of establishing and
maintaining meaningful, mutually
beneficial relationships with our
stakeholders. We actively consider
different stakeholder perspectives,
identify their priorities, and assess
the long-term impact of our business
on both the industry and the
environment. The Board and the
Auto Trader Leadership Team are
dedicated to upholding our high
standards of business conduct.
A detailed stakeholder framework
is applied to all papers prepared
for the Board in advance and is
key to thoughtful and considered
boardroom discussions.
Considering the long-term
consequences of our decisions
How we create value
P12
Strategic progress
P13
Material decisions made
P19
Considering the interests
of our employees
How we create value
P12
Our stakeholders
P20
Our people & communities
P51
The need to foster good
relationships with our
stakeholders
How we create value
P12
Our stakeholders
P20
Considering our impact on the
environment and our community
Report of the Corporate Responsibility
Committee
P92
Our ESG strategy
P31
TCFD disclosures
P93
Maintaining high standards
of conduct
Governance
P73
How we manage risk
P63
Our governance & compliance
P58
Acting fairly between
stakeholders
How we create value
P12
Our stakeholders
P20
Section 172 matters
Our purpose is
Driving Change Together. Responsibly
in an industry that needs
to evolve to adapt to
changing consumer
needs, and the impact
of electric vehicles.
driving change
We are
a diverse set of stakeholders
– consumers, customers
(including retailers,
manufacturers and other
customers), suppliers and
partners – underpinned
by our collaborative,
people-led culture.
together
Our business model
results in bringing
through our focus on
diversity and inclusion,
environmental
sustainability and
maintaining high levels
of ethical conduct,
trust and transparency.
responsibly
We are committed
to acting
MARKET OVERVIEW
P08
HOW WE CREATE VALUE
P12
WORKING RESPONSIBLY
P29
The framework which has been
adopted allows decision-makers to
consider the balance of interests of
affected stakeholders and ultimately
to do the right thing for the long-term
success of the Company for the
benefit of its members as a whole.
The Board recognises that not every
decision will result in an equally
positive outcome for all stakeholders.
However, by genuinely understanding
our stakeholders and considering
their diverse needs, the Board
incorporates into discussions the
potential impact of decisions taken
on each stakeholder group and the
other matters required by section 172(1).
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
18
Auto Trader Group plc
Annual Report and Financial Statements 2025
RELEVANT STRATEGIC PRIORITIES:
RELEVANT STRATEGIC PRIORITIES:
Section 172(1) statement
continued
Material decisions taken by the Board
Here are examples of two key decisions taken this financial year, detailing how the Board has had regard
to the matters set out in s.172 where the Board discussed, considered and balanced stakeholder interests.
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
CONTEXT
The Company has invested in machine learning
and AI technology for over 10 years. It is widely
documented that AI can drive efficiencies, saving
time and money for our customers. This inspired us
to develop our first AI-powered ‘Co-Driver’ tools
which streamline the advertising process while
maintaining accuracy and relevance through the
use of Auto Trader’s unrivalled dataset:
1.
Smart Image Management: Automates and
optimises vehicle image categorisation.
2. AI Generated Descriptions: Instantly crafts
vehicle descriptions using extensive data.
3. Vehicle Highlights: Showcases key vehicle
features like fuel economy and low mileage.
BOARD CONSIDERATIONS
As with any technology there are risks associated.
The use of large language models (‘LLMs’) in
real-time creates an additional requirement to
ensure the accuracy and reliability of the output
is credible and of value to our customers and
consumers. As our use of AI evolves, it will create
a new type of risk as AI tools have a ‘black box’
and we need to be able to explain how these tools
work in the event of a challenge.
The Board acknowledged the risks of using an LLM
but was confident that appropriate mitigations had
been put in place, including extensive testing, quality
controls and continual learning.
OUTCOME
Given the strength of Auto Trader’s data and
technology the Board felt the benefits of the tools
outweighed the risks involved. In the past year, we
launched the three ‘Co-Driver’ products and made
these available to all retailers. These products assist
retailers with faster and more accurate advertising,
and provide consumers with higher-quality,
transparent information to assist them with their
buying journey.
RELEVANT STAKEHOLDERS
•
Customers
•
Our people
•
Consumers
c.250,000
AI vehicle description generations
since launch
Co-Driver and
AI-powered tools
CONTEXT
Over the past 18 – 24 months, our Manchester
head office has been nearing capacity, because
of changes in ways of working and increased
requirements for the available office space to
meet our employees’ needs for both collaborative
and focused work. The Board, along with the
management team, recognise the importance
of a suitable working environment where employees
can be at their best and work effectively in a
modern, purpose-built tech space.
BOARD CONSIDERATIONS
In making its decision about whether to proceed
with the office relocation, the Board considered
the effects on employees, along with the impact
on the local community and environment.
Given the significant financial commitment
associated with a head office move of over 1,000
employees, the Board devoted considerable time to
thoroughly review the financial implications on the
business alongside the potential for future growth.
The Board determined that the benefits of the
relocation to a new building, including improved
employee engagement, retention and attraction
of top talent, a sustainable office building, and
a tech-focused estate, justified the move and
would strengthen our overall proposition in a
competitive market.
OUTCOME
The Board agreed that Circle Square was by far
the preferred new office space of all of the options
considered; it believed we can build a new home in
the best long-term interests of the business that will
enable us to continue to attract and retain the very
best tech talent for the coming decade.
RELEVANT STAKEHOLDERS
•
Our people
•
Community & environment
1,100+
Auto Trader colleagues will relocate
to the new space in early 2026
Office relocation to
Manchester tech hub,
Circle Square
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
19
Auto Trader Group plc
Annual Report and Financial Statements 2025
Section 172(1) statement
continued
Maintaining
stakeholder
relationships
Below, we highlight our key stakeholders and
explore their importance to us, their priorities,
and, most importantly, how our organisation
and the Board actively engage with them and
respond through meaningful actions.
When engagement doesn’t occur directly with
the Board, the feedback is communicated to
the Board and/or a Board Committee through
detailed reports throughout the year, outlining
stakeholder views to inform their decisions.
A deeper understanding of our stakeholders
and their diverse interests allows us to
incorporate the potential impact and
long-term consequences of our decisions
on each stakeholder group into boardroom
discussions. We consulted with all stakeholders
during the process of refreshing our materiality
assessment to ensure our priorities and the
focus of our ESG strategy remains relevant.
The environment
MATERIAL ISSUES
Our people & communities
Our governance & compliance
Consumers
MATERIAL ISSUES
2
Data privacy and security
4
Product innovation
5
Customer satisfaction
11
Driving transparency
Customers
(retailers, manufacturers and other customers)
WHY ARE OUR CUSTOMERS
IMPORTANT TO US?
Our partnerships with vehicle
retailers, manufacturers, leasing
companies and other customers
enable us to offer consumers
the widest choice of vehicles.
The majority of our revenue is
generated from our customers.
WHAT MATTERS TO OUR
CUSTOMERS?
•
Access to a large volume
of engaged car buyers.
•
Streamlining the car selling
process for greater efficiency.
•
Effectively sourcing vehicles.
•
Easy access to trusted,
understandable data for
informed sourcing and
disposal decisions.
•
Ensuring value for money with
Auto Trader through product
choice, quality and cost.
•
Establishing two-way lasting
partnerships.
HOW DO WE ENGAGE WITH OUR
CUSTOMERS?
•
Conducting retailer sentiment
surveys to assess product
improvements and value.
•
Our Leadership Team
participates in a business
partnering programme.
•
Sales teams, including telesales
and field sales, maintain ongoing
communication with customers.
•
Customers are invited to attend
select Board meetings.
•
Publishing regular thought
leadership and insight-driven
reports, such as the Road to
2030 Report.
•
Hosting regular forums with
CEOs of major and mid-tier
retailers, OEMs, car
supermarkets and automotive
finance companies to share our
latest data and insight and gain
their input.
WHAT ACTIONS DID WE TAKE?
•
Organising timely webinars to
support retailers on topics such
as the changing landscape of
the vehicle marketplace, and the
FCA Commissions court case.
•
Hosting industry events and
masterclasses to share insights
and discuss key topics.
•
Conducting beta tests for
product launches to optimise
performance.
MATERIAL ISSUES
2
Data privacy and security
4
Product innovation
5
Customer satisfaction
6
Pricing fairness
8
Advocacy
Our people
WHY ARE OUR PEOPLE
IMPORTANT TO US?
Our people are one of our most
valuable assets and the key to our
ongoing success. To thrive, it is
important to attract new talent
while supporting and developing
our highly skilled workforce.
We aim to create a diverse and
inclusive culture and environment
where everyone has the right tools
to achieve their full potential and
is a valued part of our community.
WHAT MATTERS TO OUR PEOPLE?
•
Fair reward, recognition
and benefits.
•
Opportunities for training,
career development and
professional growth.
•
Supportive leadership with
open communication and
appreciation for contributions.
•
A working environment that
provides a comfortable,
inspiring physical space with
an emphasis on wellbeing.
•
An inclusive values-led culture.
HOW DO WE ENGAGE WITH
OUR PEOPLE?
•
The Board Engagement Guild,
made up of our employees from
across the business, engages
with the Board (without
management present).
•
Regular employee
engagement surveys.
•
Biannual all-employee
conferences, and regular
virtual business updates.
•
Open wellbeing forums.
•
Health and safety assessments.
•
Independent whistleblowing
service.
WHAT ACTIONS DID WE TAKE?
•
Inclusive Leadership
Programme and Diverse Talent
Accelerator, focused on
developing diverse talent
across the business.
•
Ongoing review and refresh
of annual employee benefits.
•
Benchmarking of salary and
benefits in line with the market.
•
Continuing with annual Save
As You Earn share scheme and
One Auto Trader Share Award.
•
Financial wellbeing education
with external leading specialist.
•
Launch of a new People
Manager Hub providing a toolkit
and resources for managers
across the business.
MATERIAL ISSUES
2
Data privacy and security
3
Employee wellbeing,
engagement and safety
7
Investment in talent
10
Diversity and inclusion
16
Ethics and integrity
17
Remuneration
WHY ARE OUR CONSUMERS
IMPORTANT TO US?
The continued success of our
business model is underpinned
by maintaining and strengthening
relationships with consumers.
Our business thrives by creating
a large, engaged community of
car buyers, sellers and researchers
who trust our brand and reputation
and have confidence in
Auto Trader as a marketplace.
WHAT MATTERS TO OUR
CONSUMERS?
•
Wide choice of vehicles and choice
of ways in which to buy. Hassle
free buying and selling process.
•
Clear, transparent and accurate
details for vehicles, sellers, and
payment options.
•
Reliable and accessible service
with knowledgeable support
and responsive communication
when needed.
HOW DO WE ENGAGE WITH OUR
CONSUMERS?
•
Regular contact with a diverse
group of consumers for
research and insight.
•
Gathering feedback on real
world user experience.
•
Conducting consumer testing
for new products, services and
website designs with a wide
range of demographics.
•
Providing in-house consumer
facing support seven days
a week.
•
Utilising social media and
marketing channels.
WHAT ACTIONS DID WE TAKE?
•
Partnered with an accessibility
agency to test our approach
to building accessible products
and journeys.
•
Conducted one-on-one
interviews with consumers who
had experienced our Deal Builder
journey (checkout experience)
to understand their path to
purchase and the impact of
our experience.
•
New benchmarking to a broader
audience to understand brand
awareness, preference,
considerations and product.
•
Outputs of consumer research
shared with Auto Trader
Leadership Team (‘ALT’)
and Board to factor into
decision-making.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
20
Auto Trader Group plc
Annual Report and Financial Statements 2025
Section 172(1) statement
continued
The environment
MATERIAL ISSUES
Our people & communities
Our governance & compliance
Partners & suppliers
WHY ARE OUR PARTNERS AND
SUPPLIERS IMPORTANT TO US?
We rely on our suppliers and
partners for technology
infrastructure, supply of vehicle
and financing data, and the
fulfilment of some of our
revenue-generating products.
Building trusted partnerships
allows us to collaborate more
effectively and consistently
to deliver the highest-quality
products and services.
WHAT MATTERS TO OUR
PARTNERS AND SUPPLIERS?
•
Collaborating on innovative
solutions.
•
Creating shared opportunities
to increase revenue and
generate additional income
streams.
•
Fair trading practices and
clear terms and conditions.
•
Building long-term trusted
relationships.
HOW DO WE ENGAGE WITH OUR
PARTNERS AND SUPPLIERS?
•
Maintaining regular engagement
with suppliers and partners at
the appropriate levels.
•
Implementing structured
procurement processes to
onboard new suppliers and
regular check-ins for
familiarisation, updates and
building ongoing relationships.
•
Establishing ways of working
with new suppliers and partners
and providing feedback
throughout ongoing projects.
•
Fostering an open dialogue for
collaborative relationships and
creating opportunities for
shared learning.
WHAT ACTIONS DID WE TAKE?
•
Regularly monitoring and
reviewing financial health
and operating resilience.
•
Reporting on the time taken
to pay suppliers within agreed
payment terms.
•
Applying our Ethical
Procurement Policy to take a
holistic view based on cultural
alignment when selecting
which suppliers and partners
we want to work with.
Community & environment
WHY ARE OUR COMMUNITY AND OUR
ENVIRONMENT IMPORTANT TO US?
We aim to have a net positive impact
on the planet while mitigating the
effects of climate change on our
business. We strive to strengthen
communities and create positive
social and environmental outcomes.
WHAT MATTERS TO OUR
COMMUNITY AND OUR
ENVIRONMENT?
•
Energy consumption and
carbon emissions.
•
Transitioning to electric vehicles.
•
Supporting local communities in
which we operate and beyond.
•
Other Environmental, Social and
Governance (‘ESG’) factors.
HOW DO WE ENGAGE WITH
OUR COMMUNITY AND
OUR ENVIRONMENT?
•
Employee networks oversee our
charitable initiatives, including
the Auto Trader Community Fund
and our sustainability strategy.
•
We support organisations such
as Manchester Digital, Forever
Manchester and the Automotive
30% Club, as well as local schools
and colleges through our STEM
ambassador programme.
•
We share data and insights with
industry bodies and Government
departments to shape policies
that promote the mass adoption
of electric vehicles.
WHAT ACTIONS DID WE TAKE?
•
The Corporate Responsibility
Committee holds the business
accountable for its cultural KPIs.
•
Continued Carbon Literacy
training for all employees.
•
Funding for the first Carbon
Literacy
®
Toolkit for the digital
& tech industries in Manchester.
•
The Environmental Strategy
working group leads our carbon
reduction plans and reports in
line with the TCFD framework.
•
Regular consumer research and
user testing to understand what
information is most helpful when
buying an electric vehicle.
•
Charitable donations of £476k.
•
606 volunteering days.
•
Auto Trader Community Funds
aim to deliver financial support
to local community groups. We
operate four different funds to
support grassroot community
organisations.
•
Partnered with organisations
such as the 10,000 Black Interns
and Community Computers.
MATERIAL ISSUES
1
Climate
9
Making a difference to our local communities and industries
10
Diversity and inclusion
Investors
WHY ARE OUR INVESTORS
IMPORTANT TO US?
Maintaining an ongoing, transparent
dialogue with current and potential
investors fosters confidence,
resulting in continued access to
capital that enables us to invest in the
long-term success of the business.
WHAT MATTERS TO OUR
INVESTORS?
•
Financial performance, with a
balanced and fair representation
of current financial results and
future prospects.
•
Share price performance and
overall returns.
•
Equitable remuneration
practices for both executives
and employees.
•
Adherence to high governance
standards.
•
A continued commitment to
environmental and social issues.
HOW DO WE ENGAGE WITH
OUR INVESTORS?
•
Open, honest and balanced
communication accessible
to all shareholders.
•
Private shareholders are
encouraged to contact the Board
through ir@autotrader.co.uk.
•
Comprehensive investor
relations programme.
•
Annual Report, AGM, corporate
website and regulatory news
announcements.
•
Ongoing dialogue with proxy
advisors and other agencies.
•
The Chair and the Chair of the
Remuneration Committee
maintain contact and
correspondence with investors
throughout the year.
•
Governance-related meetings
attended by the Chair or
another Non-Executive Director.
•
Feedback regularly given to
the Board.
•
Relevant industry-related data
and internally produced market
reports shared with analysts.
WHAT ACTIONS DID WE TAKE?
•
Continuing with our capital
policy and share buyback
programme.
•
Interim and final dividends paid.
•
Extended our debt facility.
•
Continuing succession planning
to ensure the Board remains
independent.
•
Maintaining an ongoing
commitment to enhancing the
transparency and relevance
of our information.
MATERIAL ISSUES
4
Product innovation
12
Digital infrastructure
14
Responsible tax strategy
and total tax contribution
15
Corporate governance
16
Ethics and integrity
17
Remuneration
MATERIAL ISSUES
4
Product innovation
13
Responsible supply chain
16
Ethics and integrity
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
21
Auto Trader Group plc
Annual Report and Financial Statements 2025
2025
2024
2023
601.1
570.
9
500.2
2025
2024
2023
2,854
2,721
2,437
2025
2024
2023
376.8
Margin 63%
Margin 61%
Margin 55%
348.7
277.6
2025
2024
2023
31.66
28.15
25.01
2025
2024
2023
399.7
379.0
327.4
Key performance indicators
Measuring
our performance
We measure our performance
through a defined set of financial,
operational and cultural KPIs.
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
OUR PRINCIPAL RISKS AND UNCERTAINTIES
1.
Macro risks
2.
Automotive economy, market and
business environment
3.
Legal and regulatory compliance
4.
Competition
5.
IT systems and cyber security
6.
Employees
7.
Brand and reputation
8.
Failure to innovate: disruptive technologies
and changing consumer behaviours
9.
Climate change
10.
Reliance on third parties and partners
1-10.
All principal risks could impact this KPI
FINANCIAL
1.
Average revenue per retailer (‘ARPR’) is calculated by
taking the average monthly revenue generated from
retailer customers and dividing by the average monthly
number of retailer forecourts who subscribe to an
Auto Trader advertising package.
PROGRESS
Group revenue increased 5% year-on-year. Auto Trader
revenue increased to £564.8m, up 7% when compared
to the prior year. Trade revenue, which comprises
revenue from Retailer, Home Trader and other smaller
revenue streams, increased by 7% to £509.1m.
Autorama revenue was £36.3m, with vehicle and
accessory sales contributing £26.1m, and commission
and ancillary revenue contributing £10.2m.
Revenue
£m
Linked to remuneration?
Yes
PROGRESS
ARPR grew £133 in the year to £2,854, driven by our
product and pricing levers. Our annual product
and pricing event saw like-for-like price increases,
alongside additional products being included in
retailers’ packages. Stock was marginally negative
in the year.
Average revenue per retailer
1
(‘ARPR’)
£ per month
Linked to remuneration?
No
PROGRESS
Group operating profit increased by 8% to £376.8m,
reflecting the increase in revenue, the £8.2m
reduction in Group central costs, and reduced
losses of £4.3m in Autorama. Operating profit in
the core Auto Trader business was £394.0m, up
4% on last year. Group operating profit margin
increased to 63%.
Operating profit
£m
Linked to remuneration?
Yes
PROGRESS
Basic EPS increased by 12% year-on-year, 2% more
than the increase in net income. We purchased
and cancelled 22.5 million shares during the year,
resulting in the average number of shares in issue
declining 2%.
Linked to remuneration?
Yes
PROGRESS
Cash generated from operations increased 5%,
largely driven by the increases in Group operating
profit. £275.7m was returned to shareholders
through £187.3m of share buybacks and dividends
of £88.4m.
Cash generated from operations
£m
Linked to remuneration?
No
2025 PROGRESS
+5%
LINK TO RISKS
1-10
2025 PROGRESS
+5%
LINK TO RISKS
1-10
2025 PROGRESS
+8%
LINK TO RISKS
1-10
2025 PROGRESS
+12%
LINK TO RISKS
1-10
2025 PROGRESS
+5%
LINK TO RISKS
1-10
Basic EPS
Pence per share
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
22
Auto Trader Group plc
Annual Report and Financial Statements 2025
2025
2024
2023
81.6m
77.5m
69.6m
2025
2024
2023
557m
553m
514m
2025
2024
2023
14,013
13,783
13,913
2025
2024
2023
1,267
1,233
1,160
2025
2024
2023
449,000
445,000
437,000
Key performance indicators
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
OUR PRINCIPAL RISKS AND UNCERTAINTIES
1.
Macro risks
2.
Automotive economy, market and
business environment
3.
Legal and regulatory compliance
4.
Competition
5.
IT systems and cyber security
6.
Employees
7.
Brand and reputation
8.
Failure to innovate: disruptive technologies
and changing consumer behaviours
9.
Climate change
10.
Reliance on third parties and partners
1-10.
All principal risks could impact this KPI
OPERATIONAL
1.
As measured internally by Snowplow.
2.
We use Comscore for a comparison to competitors.
3.
The average number of retailer forecourts per month
that subscribe to an Auto Trader advertising package.
4.
Full-time equivalent employees (‘FTEs’), which includes
contractors, are measured on the basis of the number
of hours worked by full-time employees, with part-time
employees included on a pro-rata basis. Number of
FTEs is reported internally each calendar month; the
full-year number is the average of those 12 periods.
5.
The average number of physical cars (either new or used)
that are advertised on autotrader.co.uk per month.
PROGRESS
Average monthly cross platform visits increased
by 5% to 81.6 million per month (2024: 77.5 million).
Continued high levels of demand from car buyers,
despite continued economic uncertainty,
underpinned strong visit numbers across the year.
Cross platform visits
1
Monthly average visits spent across all platforms
Linked to remuneration?
No
PROGRESS
Engagement, measured by total minutes spent
onsite, increased by 1% to an average of 557 million
per month (2024: 553 million). We account for over
75% of all minutes spent on automotive classified
sites and were 10x larger than our nearest
classified competitor.
Cross platform minutes
1,2
Monthly average minutes spent across all platforms
Linked to remuneration?
No
PROGRESS
The average number of retailer forecourts
advertising on our platform increased 2% to
14,013 (2024: 13,783).
Number of retailer forecourts
3
Average number per month
Linked to remuneration?
No
PROGRESS
The continued investment in people to support
the growth of the business has resulted in FTEs
increasing by 3% year-on-year to 1,267 (2024: 1,233).
Linked to remuneration?
No
PROGRESS
Total live stock on site increased by 1% to an average
of 449,000 cars (2024: 445,000). New car stock
remained flat at an average of 20,000 (2024:
20,000). Used car live stock increased to 429,000
(2024: 426,000), driven by an increase in the volume
of private listings.
Live car stock
5
Average number per month
Linked to remuneration?
No
2025 PROGRESS
+5%
LINK TO RISKS
2, 4, 7, 8
2025 PROGRESS
+1%
LINK TO RISKS
2, 4, 7, 8
2025 PROGRESS
+2%
LINK TO RISKS
2, 4, 7, 8
2025 PROGRESS
+3%
LINK TO RISKS
6
2025 PROGRESS
+1%
LINK TO RISKS
2, 4, 7, 8
Number of full-time equivalent
employees (‘FTEs’)
4
Average number (including contractors)
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
23
Auto Trader Group plc
Annual Report and Financial Statements 2025
2025
2024
2023
91%
97%
91%
2025
2024
2023
44%
44%
43%
2025
2024
2023
43%
42%
40%
2025
2024
2023
19%
17%
15%
2025
2024
2023
10%
6%
8%
2025
2024
2023
93,168
98,941
69,492
CULTURAL
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
OUR PRINCIPAL RISKS AND UNCERTAINTIES
1.
Macro risks
2.
Automotive economy, market and
business environment
3.
Legal and regulatory compliance
4.
Competition
5.
IT systems and cyber security
6.
Employees
7.
Brand and reputation
8.
Failure to innovate: disruptive technologies
and changing consumer behaviours
9.
Climate change
10.
Reliance on third parties and partners
1-10.
All principal risks could impact this KPI
Key performance indicators
continued
1.
Based on an all-employee survey in April 2025 asking
people to rate the statement “I am proud to work for
Auto Trader”.
2.
We include those who have chosen not to specify their
ethnicity in the calculation.
3.
A leadership position is defined as the Auto Trader
Leadership Team (‘ALT’) and its direct reports excluding
those with senior and principal job titles in Product & Tech.
4.
The total amount of CO
2
emissions includes Scopes 1, 2
and 3 across all relevant categories.
This KPI has been subject to limited assurance – see
plc.autotrader.co.uk/esg/policies-reports for a copy
of the report and methodology.
PROGRESS
We are pleased that we have been able to
maintain high levels of engagement from
employees, with 91% (2024: 97%) of employees
saying they are proud to work for Auto Trader.
Results have dropped due to an usually high
measure in 2024 following the announcement
of the One Auto Trader share scheme.
Employee engagement
1
% of employees who are proud to work at Auto Trader
Linked to remuneration?
No
PROGRESS
We are committed to having a representative
workforce across all levels of our business and
recognise the importance of gender diversity.
Over the past 12 months, the percentage of our
employees who are women remained at 44%
(2024: 44%). We remain committed to improving
gender diversity across our organisation.
Women as a % of total staff
% as at March each year
Linked to remuneration?
Yes
PROGRESS
The percentage of employees who are women in
leadership roles increased to 43% (2024: 42%). Of
the 111 people in leadership positions who define
their gender when asked, 48 are women. We have
well established development programmes to
increase our representation across all levels of
the organisation.
Women as a % of leadership
3
% as at March each year
Linked to remuneration?
Yes
PROGRESS
Over the past 12 months we have increased
the percentage of our employees who define
themselves as ethnically diverse to 19% (2024: 17%).
Of the 1,194 people who disclose their ethnicity
when asked, 246 are ethnically diverse. There
were 96 employees (7%) who have not disclosed
their ethnicity or opted not to do so.
Linked to remuneration?
Yes
PROGRESS
The percentage of ethnically diverse employees in
leadership roles increased in the year to 10% (2024:
6%). Of the 104 people in leadership positions who
define their ethnicity when asked, 11 are ethnically
diverse. It is worth noting that in the year we
increased the size of our Leadership Team, which
has impacted this metric.
Ethnically diverse representation
as a % of leadership
2,3
% as at March each year
Linked to remuneration?
Yes
2025 PROGRESS
-6%
LINK TO RISKS
6, 7
2025 PROGRESS
0%
LINK TO RISKS
6, 7
2025 PROGRESS
+1%
LINK TO RISKS
6, 7
2025 PROGRESS
+2%
LINK TO RISKS
6, 7
2025 PROGRESS
+4%
LINK TO RISKS
6, 7
Ethnically diverse representation
as a % of total staff
2
% as at March each year
PROGRESS
GHG emissions during the year totalled 93.2k
tonnes of CO
2
across Scopes 1, 2 and 3 (March 2024:
98.9k tonnes). Most of our CO
2
emissions are Scope
3, attributable to both our suppliers and the
emissions related to the small number of vehicles
sold by Autorama that pass through the balance
sheet. Emissions relating to Auto Trader totalled
9.9k tonnes, with 83.3k tonnes relating to Autorama.
Total CO
2
emissions
4
Tonnes of carbon dioxide equivalent
Linked to remuneration?
Yes
2025 PROGRESS
-6%
LINK TO RISKS
3, 9, 10
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
24
Auto Trader Group plc
Annual Report and Financial Statements 2025
Non-financial and sustainability information statement
The table below sets out where stakeholders can find further non-financial and sustainability information.
NON-FINANCIAL RISK
POLICIES AND PROCEDURES
WHERE TO READ MORE WITHIN
THIS ANNUAL REPORT
EMPLOYEE GUILDS, NETWORKS
AND WORKING GROUPS
ENVIRONMENTAL
•
Environmental Policy
More information on our impact on the
environment can be found in the Environment
section, pages
33 to 50
, which also sets out
our statutory carbon emissions and energy
data (page
49
)
•
Environmental Strategy working group
•
Sustainability Network
OUR PEOPLE
•
Whistleblowing Policy
•
Equality & Diversity Policy
•
Inclusive Recruitment
•
Disability Confident leader
•
Health & safety
•
HR policies including adoption leave,
parental leave, flexible working
•
Gender Pay Gap reports
•
Diversity and inclusion: pages
53 to 57
•
Section 172(1) statement: pages
18 to 21
•
Stakeholder engagement
•
Board Engagement Guild
•
Ethnicity Network
•
Women’s Network
•
LGBT+ Network
•
Parents’ Network
•
Disability & Neurodiversity Network
•
Social Mobility Network
•
Career Kickstart Network
•
Wellbeing Guild
SOCIAL AND
COMMUNITY
•
Ethical Procurement Policy
•
Customer Charter
•
Volunteering days
•
Environmental Policy
•
Diversity and inclusion: pages
53 to 57
•
The environment: pages
33 to 50
•
Make a Difference Guild
•
Parents’ Network
•
Disability & Neurodiversity Network
•
Social Mobility Network
•
Wellbeing Guild
HUMAN RIGHTS
•
Modern Slavery Policy
•
Data Privacy Policy
•
Data Retention and Destruction Policy
•
Data Handling and Data Quality Policy
•
Governance & compliance: pages
58 to 61
—
ANTI-BRIBERY AND
ANTI-CORRUPTION
•
Anti-bribery, Gifts and Hospitality Policy
•
Whistleblowing Policy
•
Governance & compliance: pages
58 to 61
—
BUSINESS MODEL
—
•
How we create value: page
12
—
PRINCIPAL RISKS
—
•
Principal risks and uncertainties: pages
65 to 72
—
NON-FINANCIAL
KEY PERFORMANCE
INDICATORS
—
•
Operational and cultural KPIs: pages
22 to 24
—
Please note, certain Group policies are not published externally.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
25
Auto Trader Group plc
Annual Report and Financial Statements 2025
Financial review
£601m
Group revenue
(2024: £571m)
GROUP RESULTS
2025
£m
2024
£m
Change
%
Revenue
601.1
570.9
5%
Operating costs
(227.9)
(225.0)
(1%)
Share of profit from
joint ventures
3.6
2.8
29%
Group operating profit
376.8
348.7
8%
Group operating profit
margin
63%
61%
2% pts
Group revenue increased by 5% to £601.1m (2024:
£570.9m) driven by Auto Trader revenue which
increased by 7% to £564.8m (2024: £529.7m) with
Autorama contributing £36.3m (2024: £41.2m).
Group operating profit grew by 8% to £376.8m
(2024: £348.7m).
Auto Trader operating profit increased by 4%
to £394.0m (2024: £378.6m), which included
£3.6m share of profit from joint ventures
(2024: £2.8m). Autorama had an operating
loss of £4.3m (2024: £8.8m).
2025
£m
2024
£m
Change
%
Auto Trader
394.0
378.6
4%
Autorama
(4.3)
(8.8)
51%
Group central costs
– relating to Autorama
acquisition
(12.9)
(21.1)
39%
Group operating profit
376.8
348.7
8%
Group central costs comprise an amortisation
charge of £12.9m (2024: £10.0m) relating to the
Autorama intangible assets acquired, and, in
the prior period, there was an £11.1m charge for
the remaining deferred consideration relating
to the acquisition of Autorama. The increased
amortisation charge is due to the Vanarama
brand’s useful economic life being reduced to
five years from acquisition, following accelerated
integration between Auto Trader and Autorama.
This change took effect in October 2023. Group
central costs are expected to be £13.1m in financial
year 2026.
2025
£m
2024
£m
Change
%
Operating profit
376.8
348.7
8%
Add back:
Depreciation &
amortisation
20.7
18.3
13%
Share of profit from
joint ventures
(3.6)
(2.8)
29%
Autorama deferred
consideration
–
11.1
(100%)
Adjusted EBITDA
393.9
375.3
5%
Adjusted earnings before interest, taxation,
depreciation and amortisation, share of profit
from joint ventures and Autorama deferred
consideration increased by 5% to £393.9m (2024:
375.3m). This adjusted measure of EBITDA, and a
similar adjusted measure of earnings per share,
are calculated to show the financial measures
before the effect of acquisition related expenses.
Group profit before tax increased by 9% to
£375.7m (2024: £345.2m). Cash generated
from operations was £399.7m (2024: £379.0m).
AUTO TRADER RESULTS
Revenue increased to £564.8m (2024: £529.7m),
up 7% when compared to the prior year. Trade
revenue, which comprises revenue from Retailer,
Home Trader and other smaller revenue streams,
increased by 7% to £509.1m (2024: £475.7m).
2025
£m
2024
£m
Change
%
Retailer
480.0
450.0
7%
Home Trader
16.1
13.4
20%
Other
13.0
12.3
6%
Trade
509.1
475.7
7%
Consumer Services
42.4
39.6
7%
Manufacturer &
Agency
13.3
14.4
(8%)
Auto Trader revenue
564.8
529.7
7%
Retailer revenue increased by 7% to £480.0m
(2024: £450.0m). The average number of retailer
forecourts advertising on our platform increased
by 2% to 14,013 (2024: 13,783).
Average revenue per retailer (‘ARPR’) per month
increased by 5% to £2,854 (2024: £2,721). The ARPR
growth was driven by the product and price
levers, with a small negative contribution from
the stock lever.
•
Price: Our price lever contributed growth of
£78 (2024: £114) to total ARPR as we delivered
our annual pricing event for all customers on
1 April 2024, which included additional products
alongside a like-for-like price increase.
Jamie Warner
Chief Financial
Officer
“We have achieved
double digit growth
in basic earnings per
share, demonstrating
our consistent approach
to capital allocation.”
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
26
Auto Trader Group plc
Annual Report and Financial Statements 2025
Financial review
continued
Total costs increased 13% to £174.4m (2024: £153.9m).
2025
£m
2024
£m
Change
%
People costs
92.8
81.5
14%
Marketing
24.6
22.3
10%
Other costs
40.5
44.2
(8%)
Depreciation &
amortisation
6.3
5.9
7%
Digital Services Tax
10.2
–
–
Auto Trader costs
174.4
153.9
13%
People costs increased by 14% to £92.8m (2024:
£81.5m). The increase in people costs was mainly
due to an increase in the average number of
full-time equivalent employees (‘FTEs’) to 1,140
(2024: 1,060) as we continue to invest in people to
support the growth of the business. Underlying
salary costs also contributed, as we continue to
attract and retain the best digital talent. Within
people costs, share-based payments were
£11.3m (2024: £8.2m), increasing 41% due to the
vesting of our all-employee share schemes.
The first award was granted in November 2023
and the second award was granted in November
2024. With a further award granted each
November, share-based payments are expected
to be c.£14-15m in financial year 2026.
Marketing expenditure increased 10% to £24.6m
(2024: £22.3m).
Other costs, which include data services,
property-related costs and other overheads,
decreased by 8% to £40.5m (2024: £44.2m).
The year-on-year decrease was primarily due to
reduced legal & professional costs and increased
research and development expenditure credits
(‘RDEC’). Depreciation and amortisation
increased by 7% to £6.3m (2024: £5.9m).
We recently announced that we are moving our
head office within Manchester from the beginning
of 2026. The fit-out of the new premises has
substantively commenced and the Group has
incurred costs of £2.6m in 2025 and is committed
to incurring further capital expenditure of c.£20m
in 2026. Total Auto Trader depreciation and
amortisation is expected to be £8.9m in financial
year 2026 and £9.4m in financial year 2027.
2025
£m
2024
£m
Change
%
Revenue
564.8
529.7
7%
Operating costs
(174.4)
(153.9)
(13%)
Share of profit from
joint ventures
3.6
2.8
29%
Auto Trader
operating profit
394.0
378.6
4%
Auto Trader operating
profit margin
70%
71%
(1%) pts
The Group’s share of profit from our joint venture,
Dealer Auction, increased 29% to £3.6m (2024:
£2.8m). This increase was driven by a higher
volume of vehicle transactions.
AUTORAMA RESULTS
2025
£m
2024
£m
Change
%
Vehicle & Accessory
Sales
26.1
28.4
(8%)
Commission &
Ancillary
10.2
12.8
(20%)
Autorama revenue
36.3
41.2
(12%)
Autorama revenue was £36.3m (2024: £41.2m), with
vehicle and accessory sales contributing £26.1m
(2024: £28.4m), and commission and ancillary
revenue contributing £10.2m (2024: £12.8m).
Total deliveries amounted to 6,268 units (2024:
7,847), which comprised 2,124 cars (2024: 2,646),
3,498 vans (2024: 4,616) and 646 pickups (2024:
585). Average commission and ancillary revenue
per unit delivered was £1,627 (2024: £1,631).
2025
£m
2024
£m
Change
%
Cost of goods sold
26.2
28.2
(7%)
People costs
7.4
10.9
(32%)
Marketing
2.7
4.0
(33%)
Other costs
2.8
4.5
(38%)
Depreciation &
amortisation
1.5
2.4
(38%)
Autorama costs
40.6
50.0
(19%)
The Autorama business delivered c.900 (2024:
c.1,200) vehicles which were temporarily taken
on balance sheet in the year to 31 March 2025.
This represented 14% (2024: 15%) of total vehicles
delivered in the period. The cost of these
vehicles was taken through cost of goods sold,
with the corresponding revenue in vehicle and
accessory sales.
People costs of £7.4m (2024: £10.9m) related to
the 127 FTEs (2024: 173) employed on average
through the year. Marketing in the year was
£2.7m (2024: £4.0m). Other costs of £2.8m (2024:
£4.5m) include IT services, property costs, and
other overheads. Depreciation and amortisation
totalled £1.5m (2024: £2.4m).
2025
£m
2024
£m
Change
%
Revenue
36.3
41.2
(12%)
Operating costs
(40.6)
(50.0)
19%
Autorama
operating loss
(4.3)
(8.8)
51%
•
Stock: Our stock lever negatively impacted
ARPR by £22, compared to a positive
contribution of £34 in the prior year. This was
driven by a reduction in the average number
of retailer paid stock units, as a result of an
accelerated speed of sale which meant more
vehicles were sold through a slightly lower
number of advertising slots. The average
number of live cars advertised on Auto Trader
increased by 1% to 449,000 (2024: 445,000)
with new car stock consistent at an average
of 20,000 (2024: 20,000). Average underlying
used car stock also increased marginally in
the year to 429,000 (2024: 426,000), driven by
an increase in the volume of private listings
which do not impact the stock lever.
•
Product: Our product lever contributed £77
(2024: £136) to total ARPR. This growth is mainly
attributable to the Trended Valuations and
enhanced Retail Check products, which were
included in retailer packages as part of the
annual pricing and product event in April 2024.
New Car has also contributed positively due
to an increased number of paying retailers.
Home Trader revenue increased by 20% to £16.1m
(2024: £13.4m). Other revenue increased by 6% to
£13.0m (2024: £12.3m).
Consumer Services revenue (comprising Private
and Motoring Services revenue) increased by
7% in the year to £42.4m (2024: £39.6m). Private
revenue, which is largely generated from
individual sellers who pay to advertise their
vehicle on the Auto Trader marketplace, was
unchanged at £26.6m (2024: £26.6m). Motoring
Services revenue increased 22% to £15.8m
(2024: £13.0m), driven by increased revenue
from our finance partners.
Revenue from Manufacturer and Agency
customers decreased 8% to £13.3m (2024: £14.4m),
with much of the decrease being due to foregone
revenue for certain platform services in exchange
for data.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
27
Auto Trader Group plc
Annual Report and Financial Statements 2025
Financial review
continued
EARNINGS PER SHARE
Basic earnings per share increased by 12% to 31.66
pence (2024: 28.15 pence) based on a weighted
average number of ordinary shares in issue of
892.4 million (2024: 912.6 million). Diluted earnings
per share of 31.56 pence (2024: 28.07 pence) also
increased by 12%, based on 895.4 million shares
(2024: 915.3 million) which accounts for the
dilutive impact of outstanding share awards.
2025
£m
2024
£m
Change
%
Net income
282.6
256.9
10%
Autorama deferred
consideration
-
11.1
(100%)
Adjusted Net income
282.6
268.0
5%
Adjusted earnings
per share (pence)
31.66
29.37
8%
Adjusted earnings per share, before Autorama
deferred consideration, and net of the tax effect
in respect of these items, increased by 8% to 31.66
pence (2024: 29.37 pence).
CASH FLOW AND NET CASH
Cash generated from operations increased to
£399.7m (2024: £379.0m) predominantly due to
the increase in operating profit. Corporation tax
payments increased to £95.1m (2024: £91.5m).
Net cash generated from operating activities
was £304.6m (2024: £287.5m).
As at 31 March 2025, the Group had net cash of
£15.3m (31 March 2024: net bank debt of £11.3m),
an increase of £26.6m. At the year end, the Group
had drawn £nil of its Syndicated RCF (31 March
2024: £30.0m) and held cash and cash
equivalents of £15.3m (31 March 2024: £18.7m).
Leverage, defined as the ratio of Net bank debt
to EBITDA (adjusted for the Autorama deferred
consideration), was 0.0 times (2024: 0.0 times)
and interest paid was £1.2m (2024: £3.1m).
CAPITAL STRUCTURE AND DIVIDENDS
During the year, a total of 23.9 million shares (2024:
25.2 million) were purchased for a consideration
of £187.3m (2024: £169.9m) before transaction
costs of £0.9m (2024: £0.9m). A further £88.4m
(2024: £80.4m) was paid in dividends, giving a
total of £275.7m (2024: £250.3m) in cash returned
to shareholders.
The Directors are recommending a final dividend
of 7.1 pence per share. Subject to shareholders’
approval at the Annual General Meeting (‘AGM’)
on 18 September 2025, the final dividend will be
paid on 26 September 2025 to shareholders on
the register of members at the close of business
on 29 August 2025. The total dividend for the year
is therefore 10.6 pence per share (2024: 9.6 pence
per share).
The Group’s long-term capital allocation policy
remains consistent, focusing on investing in
the business to support growth while returning
approximately one third of net income to
shareholders through dividends. Any surplus
cash following these activities will be used to
continue our share buyback program.
GOING CONCERN
The Group generated significant cash from
operations during the year. At 31 March 2025
the Group had drawn £nil of its Syndicated RCF
and had cash balances of £15.3m. The Group
has a strong balance sheet, flexibility regarding
the utilisation of cash, and a Syndicated RCF
committed until February 2030. Based on these
factors and the current financial projections for
the next 12 months, the Directors have concluded
that it is appropriate to prepare the financial
statements on a going concern basis.
AUDIT TENDER
KPMG LLP were appointed as statutory auditor for
the financial year ending 31 March 2017, following
a competitive tender process in 2016. In line with
the Large Companies Market Investigation Order
2014 we must conduct a competitive tender
process for our statutory audit engagement every
ten years or earlier.
To allow ample time for the selection process
and an orderly transition should there be a
change in auditor, the Group will commence a
comprehensive and competitive tender process
during the upcoming year for the external audit
for the financial year ending 31 March 2027.
The process will be led by the Chair of the Audit
Committee and supported by a steering group
who will make a recommendation to the Board
on the appointment or reappointment of the
statutory auditor (as applicable).
The audit tender process is expected to conclude
before the end of this financial year (FY26).
An announcement will be made following the
selection of the preferred firm by the Board.
Jamie Warner
Chief Financial Officer
29 May 2025
GROUP NET FINANCE COSTS
Group net finance costs decreased to £1.1m (2024:
£3.5m). Interest costs on the Group’s Syndicated
Revolving Credit Facility (‘Syndicated RCF’)
totalled £1.1m (2024: £3.0m) with the year-on-year
decrease due to lower borrowing during the year.
At 31 March 2025, the Group had drawn £nil of its
available facility (31 March 2024: £30.0m). Other
finance costs comprised amortisation of debt
issue costs of £0.5m (2024: £0.6m), vehicle
stocking loan interest of £0.3m (2024: £0.3m) and
interest costs relating to leases of £0.1m (2024:
£0.1m). This was offset by interest receivable on
cash and cash equivalents of £0.9m (2024: £0.5m).
EXTENSION OF SYNDICATED RCF COMMITMENTS
On 1 February 2025, the Group extended the
term of its Syndicated RCF to February 2030 by
exercising the remaining one-year extension
option, incurring £0.3m of transaction costs.
Until February 2029 the available facility is £200m,
reducing to £165m thereafter, due to one lender
not participating in the second extension option.
There is no change to the interest rate payable
and there is no requirement to settle all or part of
the debt earlier than the termination dates stated.
TAXATION
Group profit before taxation increased by 9% to
£375.7m (2024: £345.2m). The Group tax charge
of £93.1m (2024: £88.3m) represents an effective
tax rate of 25% (2024: 26%), which is in line with the
standard rate of UK corporation tax.
The Group has exceeded the threshold for
in-scope revenue for UK Digital Services Tax (‘UK
DST’) in financial year 2025. This has resulted in an
operating expense of £10.2m in the period, which
we expect to be recurring and to grow in line with
revenue. We had previously commented that
the UK Government continues to work towards
implementing a global two-pillar tax solution
addressing the tax challenges arising from the
digitalisation of the economy. The recently
announced US trade deal has not impacted UK
DST. We will continue to monitor the progress
of any changes to the application of UK DST.
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Our ESG
strategy
Working responsibly
Ensuring we make
a positive impact
Working responsibly is central to our purpose
and strategy. Our purpose is driven by our
commitment to doing the right thing, measuring
and reporting transparently and always acting
with integrity.
Our ESG strategy focuses on
the material issues that have
the greatest impact on our
business whilst considering the
expectations of our stakeholders.
We also recognise that our
activities, and the way in which
we carry them out, impact well
beyond our financial performance
and so our ESG strategy considers
the impact our decisions have
more widely on the environment,
our people and society. Our
many ESG initiatives are focused
on ensuring we do business
responsibly and, as the UK’s
largest automotive platform,
that we play our role in creating
a more accessible, equitable
and sustainable future. Our ESG
strategy supports this purpose
over the long term.
Our trusted brand has been built
over more than 40 years and we
remain committed to being the
best place to find, buy and sell
vehicles in the UK on a platform
that enables data-driven digital
retailing for our customers.
In a rapidly changing world, we
know that we will only succeed
as a business if we use our
technology, expertise and data
to help solve the challenges our
customers, our consumers and
our industries face. This involves
ensuring platform resilience
whilst remaining innovative and
changing how the UK shops for
vehicles by providing the best
online buying experience and
supporting all our retailers to do
more of the sales process online.
During the year we have continued
to ensure that ESG is embedded in
our business strategy. We use our
cultural KPIs (see page 24) to help
us monitor and measure progress
and this year, we also undertook
a full refresh of our materiality
assessment to consider what
ESG issues matter most to our
stakeholders and the impact
of these on our business.
Our ESG strategy is underpinned by
our purpose, Driving Change Together.
Responsibly.
We can play a positive role in making a difference
to our people, our communities, the industries we
operate in and the wider environment to create a
more accessible, equitable and sustainable future.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Working responsibly
continued
Working responsibly to drive
sustainable ESG impact
This year, we made meaningful progress across our
Environmental, Social and Governance (‘ESG’) priorities.
From reducing our carbon footprint to advancing diversity
and strengthening ethical governance, our actions reflect
a deep commitment to responsible growth.
1,434
tonnes carbon
removals purchased
GDPR
Foundation
training to achieve
the International
Board for IT
Governance
qualification
Digital inclusion fund
in partnership with
Forever Manchester
Launch of our new
volunteering platform
‘Matchable’
This framework helps
us identify areas for
improvement and set a
target state, complementing
our existing business and
cyber security operations
Digital and tech sector
Carbon Literacy toolkit
launched in collaboration
with Manchester
Digital and The Carbon
Literacy Project
NIST
Cyber Security
Framework
10
years
of our Make a
Difference Guild
ENVIRONMENTAL
ENVIRONMENTAL
SOCIAL
SOCIAL
GOVERNANCE
GOVERNANCE
311
organisations
trained
THE ENVIRONMENT
P33
GOVERNANCE AND COMPLIANCE
P58
5,800
people trained
Automotive sector impact
OUR PEOPLE & COMMUNITIES
P51
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Working responsibly
continued
We have established our Corporate
Responsibility Committee to sit
alongside our Audit, Remuneration
and Nomination Committees.
Whilst ESG-related topics are covered in all
Committees, the Corporate Responsibility
Committee is a formal Committee of the Board
with the overarching goal of guiding and
overseeing our corporate responsibility
initiatives and sustainability targets. The
Committee plays a crucial role in overseeing
the progress towards fulfilling our ESG strategy
and ensuring that our targets and goals remain
ambitious and realistic. Responsibility for putting
our ESG strategy into action spans across
the business through specific functions and
through our individual guilds and networks,
which are empowered to drive change within
the organisation.
Governance
of our ESG
strategy
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE
P92
GOVERNANCE OVERVIEW
P74
HOW WE MANAGE RISK
P62
•
Career Kickstart Network
•
Parents’ Network
•
Ethnicity Network
•
LGBT+ Network
•
Disability & Neurodiversity
Network
•
Make a Difference Guild
•
Women’s Network
•
Wellbeing Guild
•
Social Mobility Network
•
Environmental Strategy
working group
•
Sustainability Network
•
Risk management
•
Internal control
•
FCA compliance
•
GDPR compliance
•
Legal team
•
Procurement
•
Cyber security team
•
Risk management
•
Internal control
•
FCA compliance
•
GDPR compliance
•
Legal team
•
Procurement
•
Cyber security team
•
Disaster recovery steering
ENVIRONMENTAL STRATEGY
AUTO TRADER LEADERSHIP TEAM & SENIOR LEADERS
SUBSIDIARY BOARDS
AUTO TRADER GROUP PLC BOARD
SECOND LINE FUNCTIONS
SECOND LINE FORUMS
AND COMMITTEES
Driving Change Together.
Responsibly
BOARD
ENGAGEMENT
GUILD
DISCLOSURE
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
AUDIT
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
EMPLOYEE GUILDS
& NETWORKS
•
External auditors
•
Internal auditors
•
Other external
assurance
THIRD LINE
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
1
2
3
4
5
High
Importance to our stakeholders
Moderate
plc.autotrader.co.uk/esg
High
Importance to the business
Moderate
1
2
3
4
5
6
7
8
10
11
12
13
14
15
16
17
18
19
9
Working responsibly
continued
MATERIALITY APPROACH TO ESG
In order to remain successful in the long term, an
understanding of our most material ESG topics
is essential to inform company strategy, targets
and reporting. When we initially implemented
our materiality assessment in 2022, we agreed
to refresh it in full every three years, and
therefore this year we undertook this exercise
to ensure that the focus of our ESG strategy
remains aligned to issues that our stakeholders
deem most important. We have taken a financial
materiality approach to our assessment,
considering the factors which may generate risks
or opportunities that have a significant influence
on future cash flows.
We identified 19 ESG factors of material
importance to our business and assessed
each area, taking into consideration risks,
opportunities and potential financial impact
on the Group’s cash flow before any mitigating
actions. To help inform our assessment, we
sought feedback from our stakeholder groups
on which ESG factors they consider most
important with regards to Auto Trader.
The assessment this year identified driving trust
and transparency; digital infrastructure and
cyber security; data privacy, ethics, integrity
and business conduct; customer satisfaction;
and compliance with legislation, regulation and
codes of practice as matters considered to be
of high importance to both our stakeholders and
Auto Trader. In addition, diversity and inclusion;
workplace culture and employee engagement;
and health, safety and wellbeing were factors
with higher importance to the Group.
Revising our materiality assessment
STEPS IN OUR MATERIALITY ASSESSMENT
Identify a long list of
sustainability topics and
categorise them into E, S and
G – define what these mean
to Auto Trader
Consideration of risks and
opportunities and potential
financial impact (high,
medium, low) specific to
Auto Trader
Engage internal and
external stakeholders
– gauge opinions on
issues amongst key
stakeholder groups
Review the results of steps
two and three to determine
the issues of importance
for our business and our
stakeholders
Produce a materiality
matrix and sense check this
against our purpose and
strategy to ensure we are
focused on the right areas
THE ENVIRONMENT
1
Reducing our environmental impact
2
Biodiversity
OUR PEOPLE & COMMUNITIES
3
Customer satisfaction
4
Driving trust and transparency
5
Diversity and inclusion
6
Community impact
7
Human rights and labour practices in our supply chain
8
Investment in talent
9
Health, safety and wellbeing
10
Workplace culture and employee engagement
11
Government affairs and lobbying
OUR GOVERNANCE & COMPLIANCE
12
Artificial intelligence in the digital workplace
13
Artificial intelligence in products
14
Data privacy
15
Digital infrastructure and cyber security
16
Ethics, integrity and business conduct
17
Compliance with legislation, regulations and codes of practice
18
Corporate governance
19
Risk management
OUR MATERIAL ESG ISSUES
Want to know how we define each
material issue? Head online:
STRATEGIC REPORT
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Annual Report and Financial Statements 2025
SUPPORTING THE UN SDGS MOST RELEVANT
TO OUR STRATEGY
Working responsibly
continued
The environment
Our Climate Transition Plan –
a strategic roadmap to a
sustainable future.
Developing a climate resilient
strategy aligned to the UK’s
ambitious environmental targets
and which aims to minimise future
risks, capture opportunities and
protect our business from the
impact of climate change.
OUR CLIMATE TRANSITION PLAN AT A GLANCE
OUR STRATEGIC
AMBITION
PARTNERING WITH OUR INDUSTRIES
SUPPORTING OUR CONSUMERS
OUR NET ZERO TARGETS
We are pleased to publish our first Climate
Transition Plan (‘CTP’). Its aim is to outline our role
in the transition to a net zero economy. We will
review our transition plan at least every three
years in line with the TPT recommendations,
and provide updates on our progress on an
annual basis.
The UK has set itself ambitious targets to cut
greenhouse gas (‘GHG’) emissions to net zero
by 2050. As a responsible business Auto Trader
has a role to play in reaching this goal. We are
committed to reaching net zero in our own
operations by 2040 – we recognise, however,
that we have a small carbon footprint, so we
focus equally on areas outside of our emissions
measure, including the industry and the cars
listed on our platform. We can help drive change
by using our capabilities and voice to contribute
to an economy-wide transition, supporting
the UK Government and the automotive and
technology industries.
AMBITION
ACTION
ACCOUNTABILITY
Our operations
and supply chain
Strong
governance
Our data and
community engagement
Science based
targets
Our content,
product and services
Regular monitoring
and reporting
Transitioning
our operations
to net zero
Transitioning
our supply chain
to net zero
Inform public
policy and
regulation
Supporting
industry
transformation
to net zero
Adapt our
marketplace to
make it easier
for consumers
to search for EVs
Increase
information,
coverage and
exposure of EVs
Employees
Suppliers
Government
Industry
and peers
Customers
Consumers
ACTION:
OUR IMPLEMENTATION
STRATEGY
ACTION:
OUR ENGAGEMENT
STRATEGY
ACCOUNTABILITY:
GOVERNANCE,
METRICS AND TARGETS
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FINANCIAL STATEMENTS
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Working responsibly
continued
By 2030
(from 2023 base year)
NET ZERO
As defined by the SBTi: Reduce emissions by at least 90% to reach net zero. Then, any
remaining emissions (usually no greater than 10% of base year emissions) must be
neutralised through carbon removals. Our 2040 targets to reduce all emissions by 90%
have been fully validated by the SBTi.
50%
reduction in
emissions we control
(Scope 1 and Scope 2)
46.2%
reduction in
emissions we influence
(Scope 3)
90%
reduction in all emissions
(Scope 1, Scope 2
& Scope 3)
By 2040
(from 2023 base year)
Ambition
Our strategic ambition is
to minimise our impact on
the environment, thereby
protecting our business
from the impact of
climate change.
TAKING A STRATEGIC AND
ROUNDED APPROACH
Our strategy is
‘Putting the brakes
on carbon’
, not only across our own
operations and supply chain, but also
by using our capabilities and voice to
influence the automotive and technology
industries to support others in the
transition to a low carbon economy.
As the world transitions to a low carbon
economy, regulatory change and changes
in consumer behaviour will have an impact
on the automotive and technology
industries. We need to continue to
develop and adapt our business strategy
to incorporate climate resilience. Reducing
the impact our business has on the
environment is embedded into our wider
business strategy of acting responsibly
and we are committed to being a net zero
business by 2040.
As well as reducing our own emissions,
our strategy also focuses on raising
environmental awareness with both our
customers and consumers, encouraging
them to reduce their own environmental
impact. We use our breadth of expertise,
data and market insight to accelerate the
transition to low carbon transport. Another
key part is sharing our data and insights
with Government to help inform public
policy and regulation to support the mass
adoption of electric vehicles.
Failure to deliver on our environmental
commitments could negatively impact our
brand as a responsible business or result
in regulatory sanctions.
AMBITION
ACTION
ACCOUNTABILITY
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Governance
We have integrated climate governance into our existing governance processes and sought to embed responsibility for the risks
associated with climate change throughout our business, adopting a climate change focused mindset.
Partnering with our
industries and influencing
the UK Government
Our aim is to influence the Government,
and partner with and support the
automotive and technology industries
in their own transition towards a low
carbon economy by:
•
Using our breadth of expertise, data
and market insight to accelerate the
transition to low carbon transport.
•
Sharing our data and insights with
retailers, the broader automotive
industry and Government to help inform
public policy and regulation to support
the mass adoption of electric vehicles.
•
Collaborating with the automotive and
technology industries to support their
own sustainability journeys with our
partner, The Carbon Literacy Project.
Supporting consumers
Our aim is to support consumers to make
more environmentally friendly vehicle
choices which means we will focus on:
•
Normalising sustainable choices
through surfacing content and
information on our site to grow
consumer confidence around
electric vehicles (‘EVs’).
•
Developing reviews and YouTube
videos that help to educate and
inform car buyers about EVs.
•
Promoting EVs as part of our wider
marketing activity, including our
monthly EV giveaway.
•
Sharing ’The Facts’ about owning
and running an EV with consumers
via owned and earned channels.
Our operations
Our aim is to be net zero by 2040.
We will do this by:
•
Embedding a culture of sustainability
to ensure all employees can contribute
to our net zero goals through their roles.
•
Minimising the environmental impact
of our offices and company cars.
•
Engaging with our suppliers and other
stakeholders in our value chain to
support them in the transition to a
low carbon economy.
•
Continuing to identify and
respond to climate related risks and
opportunities that arise from the
transition to a low-GHG emissions,
climate-resilient economy.
Putting
the brakes
on carbon
Our strategic ambition is
covered across three key focus
areas, with robust governance
underpinning them:
Working responsibly
continued
AMBITION
ACTION
ACCOUNTABILITY
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Reducing our
emissions
Carbon
Literacy (‘CL’)
training
Climate
contribution
plan and
carbon
removals
Baseline emissions
calculated
Reduce volume of vehicles taken on balance sheet
Develop and roll out engagement strategy with supply chain
Near and long-term targets
approved by SBTi
2025
2027
2030
2035
2040+
2023
Working responsibly
continued
AMBITION
ACTION
ACCOUNTABILITY
Monitor developments with the
SBTi framework to understand the
impact on our strategy and targets
Reduce fleet of vehicles and switch
to EVs or low emission
Move to our new office
Platinum carbon
literate
organisation
status achieved
Automotive CL
toolkit created
and launched
Employee CL training embedded in our ’Great Start’ programme
to ensure CL training across our employees continues
Continue to reach retailers and partners within the automotive industry with the
Automotive CL toolkit
Support the roll out of the Digital & Tech CL toolkit
Digital & Tech CL
toolkit created
Move away from
carbon neutrality
Invest in green community
projects and small investment
in carbon removal
Develop carbon removal strategy to ensure
we reach our net zero targets
More significant purchases of carbon
removals in line with our net zero targets
Start retirement of carbon removals in line with our net zero targets
STRATEGIC REPORT
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Annual Report and Financial Statements 2025
DEPENDENCIES
ADAPTING OUR MARKETPLACE
As an online marketplace, our direct GHG
emissions are low in comparison to other
industries. However, the automotive industry
holds a key role in tackling climate change and
there is pressure from consumers and Government
to reduce its impact on the environment. We can
influence positive societal change through our
content, and encourage positive climate action
amongst our audiences.
Auto Trader is uniquely positioned to accelerate
the transition towards a low-GHG emissions
and climate resilient economy. The transition to
a low-carbon economy requires us to evaluate
our operations and also adapt our marketplace
to meet the changing preferences of all car
buyers. This means changing the way we
work, how we support our customers and our
consumers and how we partner with our wider
industries. We have the opportunity to do this
by positively supporting our customers and
audiences through our marketplace, our
content and by working with the automotive
industry and Government bodies to shape the
transition towards mass adoption of EVs.
See ‘Our implementation strategy’ and
‘Our engagement strategy’ sections for
more detail on page 41 and page 45.
CONSIDERING NATURE WITHIN OUR PLAN
The Taskforce on Nature-related Financial
Disclosures (‘TNFD’) has developed a set of
disclosure recommendations and guidance
that encourage and enable businesses to
assess, report and act on their nature-related
dependencies, impacts, risks and opportunities.
Climate and nature are inherently connected
and it is important that we seek to understand
how nature-related risks could affect our
operations and financial performance. We are
at the very early stages of considering nature-
related risks and a nature-positive strategy,
with a view to reporting on these in the future in
line with the recommendations from the TNFD.
EXTERNAL FACTORS
Broad external
dependencies
Sector factors
Industry trends
Value chain factors
Suppliers and customers
Government policy
Technology & innovation
Data quality
UK Government policies, new
decarbonisation reporting
requirements and regulation put
in place to govern the electric
vehicle transition and the UK’s
net zero target.
Advancements in technology,
including hardware and software,
that will enable better outcomes.
Accurate data on operational
and supplier emissions, as well
as the ability to use this to report
progress, and disclose externally.
Global decarbonisation
Consumer behaviour
Supplier commitments
Worldwide momentum towards
net zero and the required
structural changes which are
impacted by a variety of factors,
such as the impact of geo-politics
on decarbonisation.
Consumer opinion on climate
change and the effect this has on
their perceptions of the electric
vehicle transition.
Suppliers committing to align
with our net zero ambition by
establishing their own reduction
targets and transition plans.
Global economy
Industry collaboration
Customer behaviour
How the global economy impacts
our customers, our sector and our
place in it and what this means
for our ability to progress our
decarbonisation goals.
Industry-wide collaboration,
including the sharing of best
practice, supplier referrals and
consistency of messaging both to
internal (employees) and external
(consumers) audiences.
Our customers’ attitudes to
decarbonisation, going above
and beyond the electric vehicle
transition.
Working responsibly
continued
AMBITION
ACTION
ACCOUNTABILITY
DEPENDENCIES
Achieving our strategic ambition and reaching
our net zero targets are both dependent on
external factors. These have informed our
implementation and engagement strategies
and we will need to continually monitor these
as we work towards achieving our goals.
RISK MANAGEMENT
The Board is collectively responsible for
determining the nature and extent of the
principal risks which may impact the business.
Our risk management framework, including
the processes for identifying, assessing and
managing risk, is described on pages 62 to 63
and the Board recognises climate change as
one of Auto Trader’s principal risks (see page 66).
Auto Trader plays an important role within the
UK automotive ecosystem and climate change
is a catalyst for unprecedented change within
our industry. This mainly relates to the transition
from ICE vehicles to Zero Emission Vehicles
(‘ZEVs’) which could result in significant changes
to automotive retail. We are working hard to
support the industry with this transition, from
providing content to help consumers ‘demystify’
EVs, to lobbying Government to incentivise the
transition and sharing our data and insights to
inform Government policy over EVs.
Internally, climate change also poses a threat
to our business and to our supply chain, including
via regulatory change. It is therefore critical that
our risk management process considers climate
change if we are to understand its impacts both
on our business and on the automotive industry
as a whole.
Our risk management process approach
allows for the continual identification and
assessment of climate related risks. We maintain
an environment/climate risk register which is
reviewed regularly by the risk register owner,
their delegates and our risk management team.
Each climate related risk is assigned an owner
and controls and/or mitigating actions are
recorded against each risk.
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
KEY TRANSITION RISKS:
Regulatory changes:
Emissions regulations and
Government policies favouring EV adoption may
impact manufacturers’ production strategies
which will impact supply and therefore stock
available to list on Auto Trader’s platform.
Supply chain disruptions:
Dependency on
complex global supply chains exposes the
industry to risks related to geo-political tensions,
natural disasters, pandemics, tariffs and risks
delaying new cars entering the UK, which can
impact supply for retailers and therefore impact
Auto Trader.
Consumer preferences:
Changes in consumer
preferences towards sustainable transportation
options and shared mobility services could
impact the desire to own a car outright,
challenging the number of new and used car
transactions made each year.
KEY PHYSICAL RISKS:
Extreme weather and climate related natural
disasters
: Extreme weather could impact our
cloud providers which could impact platform
performance. We could also see customers’
ability to open their showrooms impacted,
which risks their ability to sell vehicles.
Resource scarcity:
Shortages of critical
materials like rare earth metals and lithium
could disrupt production of electric vehicles
and their components, impacting supply of
the vehicles into the UK and available stock
on Auto Trader’s platform.
Geo-political instability:
Political unrest,
trade tensions, tariffs and sanctions can disrupt
international supply chains and increase
production costs for automotive manufacturers,
which risks the amount of vehicles they’ll choose
to sell in the UK and therefore impacts
Auto Trader’s new car stock offering.
Navigating these risks will require adaptation,
innovation and strategic planning as well as
robust risk management strategies and
contingency planning.
CLIMATE SCENARIOS:
Hot house world (>2°C)
Orderly transition (1.5°C)
•
Assumes business as usual, some
climate policies are implemented
but efforts are insufficient to halt
significant global warming
•
Continuation of current projection
of carbon emissions with little or no
abatement or mitigation
•
Assumes climate policies and
legislation are introduced early to
limit climate change and become
gradually more stringent
•
Both physical and transition risks
are relatively subdued
Short term
0-5 years
Medium term
5-10 years
Long term
10 years +
ASSESSING CLIMATE RELATED RISKS
AND OPPORTUNITIES
In order to protect our business from the
challenges of climate change, we must build
climate resilience into our business strategy by
identifying climate related risks and opportunities.
As an online marketplace, we have a relatively
small carbon footprint and our business model
is sustainable in a low carbon environment.
However, the automotive industry is intrinsically
linked with climate change and there is pressure
from consumers and Government for the industry
to reduce its impact on the environment. The
nature of the risks and opportunities that we
face depends not just on the physical aspects
of climate change, but also on transition risks.
These are driven by the trajectory of our
customers and consumers in responding to
climate change and the regulations applied
to the market we operate in.
Our climate related assessment of the risks
and opportunities posed by climate change
and how they might impact our business has
provided a firm foundation on which to build
our environmental strategy and resilience.
We considered the transitional and physical
climate risks and opportunities presented by
rising temperatures, climate related policy
and emerging technologies. We agreed the
methodology for assessing and quantifying
financial impacts.
To ensure we understand the potential impact
of plausible future states, in accordance with the
TCFD recommendations, we have used climate
scenarios to explore how potential climate risks
and opportunities could evolve and impact our
business over the short, medium and long term.
In each case, the likely impact on costs or
revenues was reviewed. We have assessed
how the risks can be better managed, reduced
or mitigated in line with the Group’s risk
management framework and business strategy.
The risks identified during our analysis are more
likely to present themselves in the medium or
long term.
Having assessed and modelled the risks,
we believe that there is no immediate
material financial risk or threat to our
business model. The results of our
scenario analysis showed that based on
our strategic plans and capabilities, we
remain well positioned to mitigate the
risks and seize the opportunities related
to climate change. Even though there
is uncertainty around the time horizon
over which climate risks will materialise,
stakeholder expectations and
regulatory attention could develop at
pace, impacting the rate at which the
business may need to cut carbon
emissions. We recognise that we will
need to keep abreast of future climate
change legislation as well as consumer
preferences and retailers’ ability to
adapt. However, we have a strong track
record of quickly evolving.
Working responsibly
continued
AMBITION
ACTION
ACCOUNTABILITY
IMPACT TIME HORIZONS, ALIGNED TO OUR BUSINESS
PLANNING CYCLE:
STRATEGIC REPORT
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Impact
Mitigation/response
Financial impact
Inherent likelihood
Minor
Moderate
Major
PHYSICAL RISK – Increased frequency/severity of extreme weather and climate related natural disasters
Short term
0-5 years
Medium term
5-10 years
Long term
10+ years
•
Offices closed
•
Cloud infrastructure providers
•
Customers cannot open their showrooms
All technology infrastructure is cloud based. Disaster recovery/business continuity
planning in place, including tools and guidance to support our people in emergency
situations. COVID-19 proved the sales process can be completed without physical
showrooms, plus development of digital retailing will enable all retailers to compete
on our digital marketplace.
>2°C
Low
1.5°C
•
Weather has the potential to disrupt the supply chain
and limit vehicles entering the UK car parc
We have experienced the impact of disrupted supply chains as a result of recent
external catastrophic and geo-political events. These significant supply side
challenges have constrained new and used car transactions for much of the past four
years. However, our business has remained healthy as market dynamics have adjusted
and OEMs and retailers learnt to adapt their business models. We would anticipate
weather related disruption to be more intermittent and comparatively less severe than
the disruption caused by recent events.
>2°C
Low
1.5°C
•
Costs – increased operational costs such as
heating/aircon, insurance, cloud costs
In order to have a significant impact on our business, costs would need to increase
significantly. We are continually reviewing our cost base such that any increases can
be managed.
>2°C
Medium
1.5°C
TRANSITION RISK – Increased regulation relating to climate change
•
Existing UK regulation banning the sale of new internal
combustion engine (‘ICE’) vehicles from 2035, with the
industry already working towards this milestone
We already closely monitor the implementation of policies related to our core business.
We will continue to monitor policies with a view to identifying potential risks and
opportunities and related financial impacts. We are already evolving our product
offering and provision of information to support the effectiveness of EVs on our
marketplace and will continue to meet changing preferences of car buyers.
>2°C
High
1.5°C
•
Increased regulatory scrutiny and introduction of new
legislation could result in increased reputational risk but
also increased compliance costs. Failure to deliver against
our environmental commitments would undermine our
reputation as a responsible business and may result in loss
of revenue, legal exposure or regulatory sanctions
We have formed a Corporate Responsibility Committee to oversee our environmental
strategy and commitments. We will report in line with the TCFD recommendations and
report progress towards our net zero ambitions against our science based targets.
>2°C
Low
1.5°C
Climate related scenario analysis
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OUR FUTURE FOCUS
We intend to periodically review the scenarios and timeframes we choose
to apply in our analysis and refine them as needed. The risk management
recommendations arising from our climate change scenario analysis were:
•
Policy/regulation: It is likely that increased policy and regulation will
have the most significant financial impact on Auto Trader over the longer
term. The most significant action we can take is to reduce our exposure to
this risk and continue with our strategy to adapt our marketplace to meet
the changing preferences of all car buyers. We also need to make sure
we continue to remain abreast of regulatory requirements to ensure we
are compliant with all relevant reporting obligations.
•
Market: Driven by its net zero ambitions, the Government announced
the ban on the sale of new petrol and diesel vehicles by 2035, and this
is already changing the make up of the car parc as consumers begin
to buy electric vehicles as an alternative.
Auto Trader can mitigate this risk by continuing to develop its strategy
to be the destination of choice for consumers searching for a more
environmentally friendly vehicle.
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Impact
Mitigation/response
Financial impact
Inherent likelihood
Minor
Moderate
Major
TRANSITION RISK – Regulation discouraging the use of internal combustion engine (‘ICE’) vehicles
Short term
0-5 years
Medium term
5-10 years
Long term
10+ years
•
Cost of ownership increases, making ICE vehicles
less appealing
•
Consumers stop buying petrol or diesel vehicles,
demand switches over to electric
•
If EVs remain expensive some consumers could be
priced out of the market presenting a risk to demand
We will continue with our strategy to adapt our marketplace to meet changing
preferences of all car buyers. It is likely that used car prices will continue to move in
line with supply and demand dynamics such that lower demand will make vehicles
more affordable.
>2°C
Low/Medium
1.5°C
TRANSITION RISK – Demand for sustainable products and services
•
Consumers’ preferences shift away from ICE vehicles;
steep decline in purchase of petrol or diesel vehicles in
favour of EVs
•
Potential opportunity: Support our audience to find the
sustainable options they are seeking
We will continue with our strategy to adapt our marketplace to meet changing
preferences of all car buyers and continue to be the largest marketplace for EVs.
>2°C
Low/Medium
1.5°C
TRANSITION RISK – Increased reputational risk associated with the automotive industry and misrepresenting environmental claims
•
As consumer consciousness around climate change
rises, there is increased scrutiny on our industry’s role
on the environment
•
Failure to appropriately demonstrate that as a business
we are committed and moving towards net zero carbon
emissions could negatively impact our brand and also
impact our ability to operate and/or remain relevant to
our customers and consumers
As part of our goal to be net zero by 2040 we will focus on our own operational footprint
and also on how we can positively support our industry. We have set clear reduction
targets for our own operations and report progress to stakeholders. We work with
customers, suppliers and the industry on education and policy.
>2°C
Low
1.5°C
TRANSITION RISK – Achieving resource efficiency through cutting our carbon footprint and improving energy efficiency
•
Reduced costs associated with energy use and avoid
increased costs associated with carbon taxation
Reduction initiatives to reduce our absolute usage, including successfully moving
our technology infrastructure to the cloud.
>2°C
Medium
1.5°C
TRANSITION RISK – Increased reputational risk associated with the automotive industry and misrepresenting environmental claims
•
Consumers may stop buying vehicles if they no longer
require one
•
Potential opportunity: Consumers’ desire/need to switch
to EV
Likely the risk and opportunity would be taken together, and stock/demand would
be maintained as the desire for personal transportation/vehicle ownership remains
strong. We will continue with our strategy to adapt our marketplace to meet changing
preferences for all car buyers and continue to be the largest marketplace for EVs.
>2°C
Low/Medium
1.5°C
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SUSTAINABILITY NETWORK AND DIGITAL
SUSTAINABILITY WORKING GROUP
Our Sustainability Network comprises
passionate individuals from across the business
who are focused on making life at Auto Trader
more sustainable through increased employee
awareness and driving impactful changes for
our business.
More recently, our Digital Sustainability working
group (‘DSWG’) has been formed. The aim of the
DSWG is to focus on raising internal awareness
of digital sustainability and provide reliable
resources for employees to learn more about
digital sustainability. This will encourage and
enable employees to identify how we can adopt
a more digitally sustainable approach to our
products. A key aim for the DSWG is to embed
sustainability across the various technology
disciplines within Auto Trader such as design,
marketing and development, with the goal of
understanding what each team creates, the
tools and processes they use, and identify
opportunities to embed and advocate for
sustainable solutions in these areas.
MORE SUSTAINABLE DATA MANAGEMENT
PRACTICES
In 2024 we finalised the migration of our data
centres to the cloud which should result in less
energy consumed to store our data compared to
physical data centres. However, this move to the
cloud also needs to be complemented with how
much data we are storing. We are implementing
specific initiatives across our business that focus
on storage and data retention. This includes
understanding how much storage we use across
all of our tools and reviewing our data retention
policies. Evaluating how we manage, store and
dispose of data will contribute towards
minimising our environmental impact. We are
implementing and automating data retention
policies to minimise storage capacity and we are
also raising employee awareness of how digital
waste contributes to our environmental impact.
PRODUCTS AND SERVICES
Although our direct impact on global GHG
emissions is low, through our reach we are in a
unique position to make a positive difference
to our customers and users of our marketplace.
The market for electric vehicles (‘EVs’) continues
to grow; supply and demand for electric cars has
grown materially over the last 12 months and it’s
important that our experiences evolve to meet
this growing need. One step we have taken
towards making electric cars easier to find on
Auto Trader is to elevate the filters specific to EVs;
where previously they were only shown if ‘fuel
type: electric’ was selected, they are now shown
by default. This makes it easier to find an EV with
a suitable range. Alongside this change, we have
introduced explainer copy within the EV filters,
acknowledging that a number of buyers will be
transitioning from traditional petrol/diesel
vehicles to EV and will need more context and
confidence to make the right decision for them.
As the market for EVs continues to grow, in order
to meet the changing preferences of car buyers
we must continue to evolve our product offering
and provision of information to support the
effectiveness of EVs on our marketplace and
meet the needs of car buyers.
Dark Mode for our Auto Trader app was
successfully rolled out in August 2024. This
feature, now used by nearly half of our app
users (either through system defaults or manual
selection) consumes less energy and has
received positive user feedback. As part of our
design system evolution, we are implementing a
comprehensive tokenisation of the Auto Trader
colour palette, including Dark Mode colours.
Auto Trader is proud to be certified under the
IAB Gold Standard. This shows our commitment
to promoting sustainability by reducing carbon
emissions from ad loads on our pages.
We strictly adhere to a creative acceptance policy
for all media advertisers to ensure ad loads are
kept to a minimum across all platforms and this
is constantly reviewed. Furthermore, we have
ceased carrying programmatic advertising from
third parties to ensure that page loads remain
minimal and on-site user experience is positive.
We are exploring ways to measure the carbon
footprint of our on-site media advertising and
are actively engaged in discussions with the IAB
and ISBA to determine how best to achieve this.
See ‘Our engagement strategy’ section for
more details on how we have evolved our content
to support the transition to EVs (page 45).
The market for electric cars
continues to grow with 50%
more EVs advertised than
this time last year and our
experience needs to evolve
to reflect this.
Working responsibly
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Action: Our
implementation
strategy
We are taking action in our
business operations, portfolio
of services and policies to
achieve our strategic ambition.
Our aim is to embed a culture
of sustainability across
the business.
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SCOPE 1 AND SCOPE 2 EMISSIONS
A key part of our environmental strategy has
always been to reduce the emissions directly
generated from our operations and facilities.
Over recent years we have been decreasing our
Scope 1 and Scope 2 emissions through various
actions as set out in the table opposite and we
continue with targeted action to further reduce
our direct emissions.
OUR POLICIES
Our policies provide a framework to guide
employees, suppliers and other stakeholders
in improving our environmental performance
and reaching our climate ambitions:
•
Environmental Policy – Reflects our
commitment to protect the environment
and support the low-carbon transition.
•
Ethical Procurement Policy – We want to
engage suppliers that share our values to build
a stronger and more responsible supply chain.
•
Supplier Code of Conduct – Sets out our
expectations of all our suppliers.
•
Travel Policy – Sets out requirements for our
employees to travel more sustainably.
Metric
Scope
Implemented or planned activities
Timeline
Switch 100% of our fleet
vehicles (Auto Trader
and Autorama) to be EV
or low emission
SCOPE
1
•
12 remaining vehicles, all of which are fully electric or hybrid.
•
We have a salary sacrifice scheme for employees available to those who need to drive as part of their role,
providing EVs as a sustainability benefit.
IMPLEMENTED
Energy: reduce overall
electricity/gas usage
by 50% (against a 2023
baseline) and procure
100% renewable energy
for our remaining needs
SCOPE
1
SCOPE
2
•
All of our offices are on renewable energy tariffs.
IMPLEMENTED
•
In all our offices, lighting has been upgraded to LED light bulbs and sensors installed so that lighting
is activated by movement.
IMPLEMENTED
•
We have started to roll out standardising to new Apple products, which has allowed us to take a more holistic
approach to reducing the carbon lifecycle of our employee focused technology. The products themselves
have a substantially lower lifetime carbon footprint and are also much more efficient from a power usage
perspective which means less charging. We are also able to reduce the amount of underlying tech
infrastructure which is required when having both PCs and Apple products.
IN PROGRESS
•
Hemel Hempstead office – This year we completed a large solar panel installation in September, replacing
a smaller number of older panels. Rather than disposing of these, they were donated to a charity via our
installer (Solarsense), and we made a further donation towards the recycling and reinstallation at Draycott
Memorial Hall.
IMPLEMENTED
•
Further enhancements to the Hemel Hempstead office have been identified as part of our ESOS Phase 3
action plan:
–
install pipe and valve insulation.
–
lighting upgrade.
PLANNED
•
London office – we reduced floorspace at our London office.
IMPLEMENTED
•
In 2026 we will be relocating our head office to state-of-the-art facilities in the heart of Manchester’s tech
community. Auto Trader is passionate about being a responsible technology business. The move to No.3
Circle Square will help Auto Trader in meeting our net zero goals as sustainability is one of the core principles
in its design. The building will be net zero embodied carbon in both its construction and shared spaces, and
is expected to achieve BREEAM Excellent status, as well as a NABERS 5-star rating and an EPC A rating.
•
As part of the move to our new office, we will plan to re-use existing furniture where possible as opposed
to buying new and will work with existing partners to donate or recycle items we will not take with us.
IN PROGRESS
Migrating our data
centres to the cloud
SCOPE
2
•
100% of our data centres have been migrated to cloud providers.
IMPLEMENTED
Review of our data
retention policies
SCOPE
2
•
We have been reviewing how we store data in each of our productivity suite solutions (including Office 365,
Slack) and implementing changes which will help us save on storage, energy and productivity.
IN PROGRESS
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Metric
Scope
Implemented or planned activities
Timeline
Gathering supplier
data and adapting
procurement
processes
SCOPE
3.1
•
We have implemented a new supplier engagement strategy to collate information from suppliers
which provides greater insight into aspects of their performance, including ESG practices. Ethical
procurement questionnaires covering c.75% of our supplier spend have been completed.
IMPLEMENTED
•
We will develop a clear plan for enhancing supply chain emissions data further to improve our
Scope 3 emissions calculations relating to purchased goods and services.
IN PROGRESS
•
Develop guidance for supplier selection criteria specifically relating to climate.
PLANNED
Engaging suppliers
SCOPE
3.1
•
We have expanded our discussions on sustainability with the suppliers who account for our
highest carbon emissions, to understand where our suppliers are on their own sustainability journeys,
recording if they are monitoring and reporting emissions and what scopes are included in a supplier’s
own reporting.
IMPLEMENTED
•
Develop a plan for sharing knowledge and learnings with suppliers that are seeking to improve
their environmental maturity.
PLANNED
Sustainable capex
SCOPE
3.2
•
Refurbishment of our offices – where possible, we recycle furniture and/or donate unwanted
furniture to local communities/organisations. This same policy will apply when we relocate to
our new offices.
IMPLEMENTED
•
Standardising to new Apple products including specifically the Mac Air range has allowed
us to take a more holistic approach to reducing the carbon lifecycle of our employee focused
technology. The products have a substantially lower lifetime carbon footprint than the equivalent
PCs we have purchased in the past and are also much more efficient from a power usage perspective
which means less charging.
IN PROGRESS
Business travel
SCOPE
3.6
•
Our Travel Policy has been updated to make flights as a mode of travel by exception.
IMPLEMENTED
•
Employees with a company car allowance are required to have an EV/low emission (75g/km or less
for a hybrid) vehicle.
•
Salary sacrifice scheme introduced for employees to lease an EV or low emission hybrid vehicle
in a tax efficient way.
•
Our travel booking system has been updated to display carbon emissions associated with
bookings to make employees more aware of the impact their journeys are having.
•
We have invested in video conferencing equipment in our offices to facilitate enhanced virtual
meetings and collaborative online working.
Purchased vehicles
SCOPE
3.1
SCOPE
3.10
SCOPE
3.11
•
Develop a clear plan for reducing the volume of vehicles taken on balance sheet
through Autorama.
IN PROGRESS
SCOPE 3 EMISSIONS
One of our strategic objectives is to transition
our value chain to net zero emissions, bringing
suppliers on the journey and embedding
sustainability within our procurement processes.
We calculate all relevant Scope 3 emissions,
including those relating to suppliers. We are
improving our data quality, using activity data
where possible (as opposed to spend data),
and will continue to get enhanced data as we
continue to measure our emissions.
We are taking action to address our Scope 3
emissions. With the majority of our total
greenhouse gas emissions attributed to spend
within our supply chain in our baseline year,
engagement with our value chain is crucial
to achieving our carbon reduction goals.
The key actions that we are taking, or plan
to take, within our value chain to achieve our
Scope 3 targets are outlined opposite:
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PURCHASED VEHICLES – LEASING
A significant part of the Group’s Scope 3
emissions relate to the purchased vehicles that
temporarily pass through Autorama’s balance
sheet. This significantly impacts our emissions
from purchased goods and services and use of
sold goods as we account for purchase of the
vehicles as well as the lifetime emissions and end
of life emissions of the vehicles. As the supply
of new vehicles improves, we expect to become
less reliant on vehicles where we are required
to take them on balance sheet.
PURCHASED GOODS AND SERVICES
We want our supply chain to align with
Auto Trader’s own net zero goals, and are
embedding this in our sourcing, supply chain
management and reporting processes. We
engage our suppliers to understand their own
intentions, approaches, targets and actions with
a view to measure, monitor and offer support and
potentially future assistance to our key suppliers.
To complement our actions across our business
operations, we have set a target of reducing our
absolute Scope 3 GHG emissions by 46.2% before
2030 (from a 2023 base year), a key part of which
will mean addressing our supply chain emissions
to ensure that our purchased goods and services
are aligned to the low carbon economy transition.
We set out a clear stance on the importance
of appropriate environmental action with our
highest emitting suppliers. All our suppliers’
emissions are tracked as part of our own
calculations, and we monitor this year-on-year.
We also assess our top spend and highest
emitting suppliers to see what they include
and how they calculate their emissions, if they
CARBON REMOVALS
The purchase of carbon removals plays a role in
our ability to reach net zero. We are developing
a carbon credit purchasing strategy to align our
purchase of carbon removals with our targets to
meet net zero. In the meantime, we have started
to build a modest portfolio of carbon removals.
Provider
Category
Tonnes
CO
2
e
Ruumi Project
Sustainable Land
Management
39
Highland Carbon’s Loch
Ness Project
Reforestation
324
The Carbon Removers /
Carbon Capture Scotland
Carbon Capture
and Utilisation
156
Undo
Enhanced Rock
Weathering
615
The Carbon Removers /
Carbon Capture Scotland
Carbon Capture
and Utilisation
300
One organisation we have purchased removals
from is UNDO, a project based in Scotland that
uses enhanced rock weathering (‘ERW’) to
capture and lock away CO
2
permanently from
the atmosphere.
The project uses the ICROA-endorsed Puro
Standard methodology to quantify high-quality,
high-durability CO
2
Removal Certificates
(CORCs). ICROA is the voluntary carbon market’s
provider of best practice guidelines.
ERW is a scalable technology with significant
co-benefits to soil health and crop yields. It
accelerates the natural geological process
of weathering, whereby the CO
2
in rainwater
interacts with silicate rocks such as basalt,
forming bicarbonate ions which are transported
to the ocean where it is stable over geological
time. As this mineral-rich volcanic rock breaks
down, it releases magnesium, calcium, potassium,
phosphorus and other nutrients, increasing crop
yield, raising and stabilising soil pH and ultimately
reducing the need for fertilisers.
UNDO is currently establishing a range of
operational partnerships that will enable the
spreading of millions of tonnes of basalt each
year. Its immediate aim is to spread enough rock
by 2025 to remove one million tonnes of CO
2
, a
first step towards billion-tonne scale operations.
have set any targets (SBTi or other), whether they
submit a report to CDP (if so, how have they
scored year-on-year) and finally, what are they
sharing publicly, targets, initiatives, actions and
do they feel appropriate for their business type,
size and industry. This information forms part of
an internal rating system which indicates where
a supplier is on their journey to become a more
sustainable business and aids internal business
decisions about the relationships we have.
FINANCIAL PLANNING
We know our transition plan requires adequate
financing to succeed. While we haven’t
quantified its impact on our financial position
yet, we expect it to involve minimal investment
and in some instances will yield cost savings.
For example, reusing furniture from offices which
would otherwise go to waste will save costs.
The purchase of carbon removals will play a role
in our ability to reach net zero and therefore
developing a carbon credit purchasing strategy
is required for us to meet our targets.
Our Revolving Credit Facility arrangements are
linked to performance against our ESG targets,
including our climate targets, ensuring that
there is a direct positive financial reward for
staying on track with our GHG emissions
reductions through reduced rates. Investors
consider ESG factors in their decisions, and
our strong performance on various indices
reflects our progress in ESG strategy.
ENGAGEMENT STRATEGY
P45
46.2%
target reduction in
our absolute Scope 3
GHG emissions
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CARBON LITERACY
We embarked on our Carbon Literacy training
for all our employees in 2019, working with the
Carbon Literacy Trust with the aim of increasing
the carbon literacy of all our employees,
providing learners with an awareness of the
carbon dioxide costs and impacts of everyday
activities and the ability and motivation to
reduce emissions, on an individual, community
and organisational basis. Over 70% of our
workforce trained and we are a platinum Carbon
Literate Organisation – the first FTSE 100
company to achieve this accreditation. The
training has been key in engaging our employees
and raising awareness of climate change across
the business, contributing to better decision-
making around commuting, business travel,
consumption of energy, and more broadly into
operational decisions such as supply chain
considerations and development of our products
and services.
EXTENDING CARBON LITERACY
•
Automotive Toolkit –
In 2022, we funded and
launched the new Automotive Carbon Literacy
Toolkit, developed in partnership with the
Carbon Literacy Trust. The Toolkit contains
pre-accredited training materials for
organisations and staff working in the
automotive sector, and has been specifically
designed to engage the workforce through
providing information directly related to the
industry, and encouraging staff to reduce
emissions within their role.
•
Digital & Tech Toolkit –
In 2025, we
collaborated with the Carbon Literacy Trust
and Manchester Digital to create a Carbon
Literacy Toolkit for the Digital & Tech industry.
The Toolkit was carefully designed to address
the unique environmental challenges facing
the technology industry, which in 2022 alone
accounted for 62 billion kg of e-waste globally.
FUTURE PLANS
As we move towards 2030, we intend to
develop and improve our measurement and
monitoring by taking the following actions:
•
Engage with suppliers in a more managed
way via a technology partner, potentially
our GHG emissions calculation partner
(Watershed) to gather more appropriate
and contextual information from different
types of businesses at different points in
their environmental action journeys.
•
Enhance the information gathering
process by working with a market-leading
due diligence partner which will automate
and improve the quality of information we
gather, so that we can focus our resource
on proactive engagement and discussions
with our suppliers.
•
Develop and evolve our internal policies,
processes and tools to adapt to our
growing requirements to work with
sustainable suppliers, whilst also
refreshing and improving our external
approach and documentation to
ensure the importance to Auto Trader
of appropriate environmental action is
made clear to existing and new suppliers.
ENGAGEMENT WITH OUR SUPPLY CHAIN
Working with our GHG emissions calculation
partner, we have a granular level view of our
highest emitting suppliers. We have engaged
a combination of our highest emitting and
highest spend suppliers, equating to c.75% of
our financial year spend. We have three main
approaches to supplier engagement:
Code of Conduct (Supplier) –
Our published
policy outlines Auto Trader’s approach and
position on environmental, governance,
ethical practices and social responsibility,
setting out our expectations relating to
sustainability and what we encourage all of
our suppliers to consider. This is shared with
our existing supply chain and all new suppliers
we onboard.
Know Your Supplier –
Auto Trader’s ethical
procurement questionnaire helps us establish
alignment to Auto Trader’s values, targets
and actions. We gather information through
a combination of discussion, questionnaire
completion and self-service from publicly
disclosed information, covering a variety
of themes including community support,
diversity and inclusion, governance, modern
slavery and environmental action.
Supplier Sustainability Ratings –
Working
with our GHG emissions calculation partner,
we are able to identify signals that a supplier
is taking appropriate environmental action
and assess whether they are leaders in
sustainability action or only just starting their
journeys. These are important indicators
which complement the emissions we calculate
and allow our decision-makers within the
business to see what percentage of our
overall emissions an individual supplier
equates to, and assess if the supplier is taking
appropriate actions to reduce their (and our)
emissions over time. Ownership of GHG
emissions at a relationship manager level is an
important objective for Auto Trader to engage
the business and drive emissions reduction at
all levels within the business.
Working responsibly
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Action: Our
engagement
strategy
An effective engagement
strategy is essential to achieving
the strategic objectives of
our transition plan. We aim to
influence industry change and
support the net zero transition
across all stakeholders we
interact with.
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ENGAGEMENT WITH THE AUTOMOTIVE INDUSTRY
Supporting the industry in the electric transition
The Zero Emission Vehicle mandate came into
force in 2024, causing significant levels of change
in the automotive industry for manufacturers and
retailers as the mandate began to dictate the
portion of electric vehicles (‘EVs’) that brands
need to sell each year or risk paying fines. A lot
needs to happen in the coming years to ensure
the successful mass adoption of electric vehicles.
Our wealth of data and insight gives us a unique
view of consumer car buying intentions, and
particularly consumer EV buying intentions.
We disseminate this data through various
channels, including webinars, Electric Retailing
Masterclasses, and the Retailer EV Insight Hub.
Our strategy segments industry partners for a
tailored experience depending on confidence,
exposure and appetite for change. We support
independent retailers, who have no one to provide
additional training on these new products,
through unique events offering data, insights,
expert advice, as well as test drive opportunities.
Before switching to EVs, consumers need
accurate information. However, myths and
misinformation have influenced their views.
To counter this, we, along with the Society of
Motor Manufacturers and Traders and Charge
UK, have launched an initiative endorsed by the
Department for Transport. ‘The Facts’ provide
accurate data on the price, running costs,
eco-credentials, fire risks, and charging of EVs,
aiming to build consumer confidence.
Our goal is to ensure a fair and equitable
transition to EVs. To aid this, we researched the
EV gender gap and created the report ‘No Driver
Left Behind: Women and the journey to electric’.
This has been well-received and featured on
national TV, radio and online media and has
been shared throughout the industry. Multiple
Government departments and manufacturers
have requested sessions on this topic.
Sustainability
The automotive industry is under enormous
pressure to reduce its carbon emissions and
whilst many of our industry partners have clear
and bold plans to reduce emissions, many are
still very early on in their sustainability journeys
and require support to help them develop a
carbon reduction plan. Through our partnership
with the Carbon Literacy Trust, we have created
and funded the Automotive Carbon Literacy
Toolkit which has gone from strength to strength.
We have now also launched a Digital & Tech
Toolkit with a new set of sector partners.
In the automotive space, 311 organisations have
now completed the training, which our customers
view as an important step in their sustainability
journey, as well as a key employee engagement
initiative. Once an individual in a business has
been accredited as ‘carbon literate’, the
business is then provided with training content
and trainer manuals that enable them to run
their own one-day Carbon Literacy training.
Over 5,000 automotive professionals have now
achieved carbon literacy through the toolkit to
help sustainability efforts (2024: over 1,000).
In addition to the training, we continue our
Building a Sustainable Automotive Industry event
series which aims to inspire action and motivate
businesses to be more sustainable by gathering
industry partners and sustainability experts
together. This includes an online knowledge hub
and LinkedIn community where industry peers
can share questions, challenges and successes.
We also award sustainability categories at our
Retailer and Manufacturer Awards to encourage
and champion those working on sustainability in
their businesses.
ENGAGEMENT WITH GOVERNMENT
We have been regularly engaging with various
Government departments to share our data and
insights to help guide policy for several years.
The number of Government departments
receiving these insights has expanded, showing
the value and impact of our work. Additionally,
we have been invited to present oral and written
evidence at the House of Lords Environment and
Climate Change Committee Electric Vehicles
inquiry, with our research playing a key part in
the summary document of the inquiry.
We are members of the Society of Motor
Manufacturers and Traders (‘SMMT’), British
Vehicle Remarking and Leasing Association
(‘BVRLA’) and partner with ChargeUK, all industry
bodies representing different aspects of the
automotive sector. These memberships are
valuable as they provide additional routes to
influence key stakeholders and share our data
and insight.
We also host and sponsor Parliamentary events
including roundtables and receptions with
Ministers, sharing key insights and data tracking
the electric transition to inform their policy
making. This is a key component of our public
affairs work as well as individual meetings with
Ministers and Department officials.
This data also forms the basis of our award
winning ‘Road to 2030’ Reports, which are
extremely valuable to not only the Government,
but also to media and the industries involved in
the electric transition.
We are headline sponsors of World EV
Day and to mark the occasion this year
we ran a number of workstreams, from
gifting free products to retailers and
manufacturers to boost their electric
stock, to homepage takeovers to raise
consumer awareness. We also launched
our new ‘Find a car’ tool which helps
consumers to decide which electric
vehicle is right for them.
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ENGAGEMENT WITH COMMUNITIES
AND SOCIETY
We aim to be a guiding hand through the EV
transition and to help consumers understand
how they can make more environmentally
friendly choices. Through our consumer EV hub,
we provide buying guides, informative content
and explainers for those curious about electric
cars. The consumer marketing team is focused
on increasing traffic to this hub through various
paid marketing activities. Our electric car review
content from both the editorial and YouTube
teams also plays a vital role in educating and
engaging drivers about EVs. Our EV monthly
giveaway has been running for three years now,
garnering over 15 million entries since the
beginning of the campaign. The EV giveaway
is an incredibly successful campaign which
increases awareness of electric vehicles.
The Facts myth busting material will also be
promoted across all channels to raise awareness
of the key information consumers need.
A significant development in our mission to
support environmentally-friendly choices was
the launch of new electric bikes on our platform.
The electric bike community welcomed this as a
sign of market maturity, excited by Auto Trader’s
influence. On-site interest in e-bikes has surged,
with successful Black Friday promotions and
editorial content. We have also run multiple
campaigns with influencers to grow the reach
and engagement of electric bikes on Auto Trader;
these partnerships allow us to reach younger
and more diverse audiences due to the hand-
picked nature of the influencers we work with.
Our No Driver Left Behind report uncovered that
women were keen to learn more about electric
vehicles in the content they already consume
and so we have targeted the lifestyle media
– educating them about the need for electric
vehicle content and engaging them with the new
technology in a way that will resonate with their
readers. Following multiple relationship building
activities, we are seeing strong results with
repeated coverage in key lifestyle titles.
We have partnered with Community Computers,
who work to address digital exclusion in Greater
Manchester, to donate used devices to their
service users. By repurposing salvageable
technology instead of selling it back to suppliers,
these devices can have a second life and help
the digitally excluded, aligning with our
community values and net zero strategy.
The partnership also means that technical waste
is not going to landfills.
We have also partnered with the Manchester
Green Spaces Fund to join regional efforts of
nature recovery projects driven by local people
right across Greater Manchester. We’ve given
£96,000 to the Green Spaces Fund (FY24) to
expand an ongoing partnership with the Greater
Manchester Environmental Fund. These projects
include a community garden, a pond on a
community allotment, native tree and hedge
planting and a new wildlife corridor.
In 2023 we joined The Castlefield
Viaduct Club, supporting the
National Trust renovation work of
the previously unused railway track,
which is just a short walk from our
Manchester campus. The aim is for
the viaduct to become a ‘garden
in the sky’ and a freely accessible
green space. Through funding
provided by the National Trust’s
relationship with Auto Trader, the
garden was expanded to include a
pond, planters for trees, a mural
and more growing space.
£96,000
donated to the
Green Spaces Fund
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0
100
200
300
400
500
600
700
800
Total Scope 1 & 2 actual
Total Scope 1 & 2 NZ target
2040
2039
2038
2037
2036
2035
2034
2033
2032
2031
2030
2029
2028
2027
2026
2025
2024
2023
673
463
320
2040
2039
2038
2037
2036
2035
2034
2033
2032
2031
2030
2029
2028
2027
2026
2025
2024
2023
Total Scope 3 actual
Total Scope 3 NZ target
0
20k
40k
60k
80k
100k
120k
69,492
98,478
93,168
0,000
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
2023 (base year)
2025
Scope 1
Scope 2
Scope 3
PG&S
Scope 3
purchased
vehicles
Scope 3
use of sold
goods
Scope 3
other
OUR ROADMAP TO NET ZERO
Net zero refers to the balance between the
amount of greenhouse gas produced and the
amount removed from the atmosphere. We have
established near-term (2030) and long-term
(2040) emissions reduction targets in line with
the SBTi Net Zero Standard.
Our greenhouse gas emissions and carbon
intensity ratios are disclosed on page 49
and these form part of our key metrics.
We have committed to reach net zero
greenhouse gas emissions across our value
chain by 2040, committing to:
•
Reduce absolute Scope 1 and 2 GHG emissions
by 50% before 2030 from a 2023 base year.
•
Reduce absolute Scope 3 GHG emissions by
46.2% over the same timeframe.
•
Reduce absolute Scope 1, 2 and 3 GHG
emissions by 90% by 2040 from a 2023 base year.
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Accountability
Governance, metrics and
targets: enabling delivery
through robust governance
and reporting.
Scope 1 & 2 reduction target
(tonnes of CO
2
)
Near-term
target
50%
reduction
Scope 3 reduction target
(tonnes of CO
2
)
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Our Net Zero roadmap visualises our emissions
reduction from our 2023 base year until 2040.
This roadmap does not yet account for business
growth or incorporate the impact of actions and
initiatives that we will use to achieve our target.
Although we have started to quantify these,
further work is required to fully model these into
our roadmap. We intend to overlay these into our
roadmap in the future, to further embed them
into our business and financial planning, and to
issue an updated roadmap in the next iteration
of our transition plan.
To meet the SBTi’s definition of net zero, we need
to reduce our emissions by at least 90%. It is
therefore essential that we fully understand the
source of our emissions and undertake targeted
actions. Our SBTi approved targets have been
updated to include the impacts of acquiring the
Autorama business in 2022.
The make-up of our carbon emissions is heavily
weighted towards Scope 3, and within that
purchased vehicles, use of sold goods and
other purchased goods and services are the
biggest contributors.
To monitor progress against our environmental
strategy, we have key metrics and targets. We
also disclose our Scope 1, 2 and 3 GHG emissions.
The Group is required to report its energy use
and measure and report its direct and indirect
greenhouse gas (‘GHG’) emissions by the
Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018. The GHG reporting
period is aligned to the financial reporting year.
Reported energy and GHG emissions data is
compliant with SECR requirements and has been
calculated in accordance with the GHG Protocol
and SECR guidelines.
Our emissions
(tonnes of CO
2
)
Long-term
target
50%
reduction
Near-term
target
46.2%
reduction
Long-term
target
90%
reduction
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Auto Trader Group plc
Annual Report and Financial Statements 2025
2025
2024
UK
Global
UK
Global
Scope 1
116
116
258
258
Scope 2 (location based)
204
204
205
205
Total (Scopes 1 and 2)
320
320
463
463
KwH (‘000s)
1,277
1,277
1,448
1,448
Purchased goods and services
19,457
22,949
Capital goods
1,375
2,262
Fuel and energy-related activities
91
74
Upstream transportation and distribution
–
-
Waste generated in operations
100
107
Business travel
933
1,041
Employee commuting (inc. working from home)
725
982
Upstream leased assets
–
–
Use of sold products
69,950
70,643
End of life treatment of sold products
172
383
Investments
45
37
Scope 3 (total)
92,848
98,478
Total (Scopes 1, 2 and 3)
93,168
98,941
Group revenue
£601.1m
£570.9m
Tonnes of CO
2
equivalent per FTE
2
73.5
80.2
Tonnes of CO
2
equivalent per £million turnover
155.0
173.3
Scope 2 (market based)
0.1
10
% renewable
99%
95%
Auto Trader total emissions
9,903
14,169
Autorama total emissions
83,265
84,772
1.
Scopes 1, 2 & 3 are reported in tonnes of CO
2
equivalent.
2.
Based on average number of employees in the Group throughout the year 2025: 1,267 (2024: 1,233).
Our total CO
2
emissions
1
ENERGY AND EMISSIONS REPORTING
METHODOLOGY
The methodology used to calculate emissions
is based on the financial control consolidation
approach, as defined in the Greenhouse Gas
Protocol, A Corporate Accounting and
Reporting Standard (Revised Edition).
Emission factors used are from the UK
Government’s GHG Conversion Factors for
Company Reporting, and selected other
emissions factor datasets as applicable, for
the year reported. For Scope 3 Category 1,
an Environmentally Extended Input Output
database methodology was used to calculate
the GHG footprint across total spend in the year.
INDEPENDENT VERIFICATION OF OUR
GHG EMISSIONS
EcoAct has independently assessed and
verified Auto Trader’s GHG emissions following
verification standard ISO 14064-3:2019. Based
on the data and information provided by
Auto Trader and the processes and procedures
followed, nothing has come to EcoAct’s
attention to indicate that the GHG emissions
totals for all years reported are not fairly
stated and free from material error.
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Board
responsibility
Employee Guilds
& Networks
Executive
responsibility
Environmental
working groups
Risk Forum
Remuneration
Committee
Third-party
assurance
1
7
2
6
3
4
5
4. REMUNERATION COMMITTEE
The Committee introduced ESG-related targets into
the Performance Share Plan (‘PSP’) for the first time
in 2021. The PSP includes a specific performance
target linked to a reduction in our GHG emissions.
5. THIRD-PARTY ASSURANCE
Our GHG emissions have been independently
assured by EcoAct using ISO 14064-3 for all scopes
of our carbon footprint.
6. ENVIRONMENTAL WORKING GROUPS
Our environmental strategy not only focuses
on our own environmental impact, but also aims
to support our customers, consumers and the
industries in which we operate and, as a result,
various parts of the business play a part in
delivering our ambitions. Different parts of the
business are brought together through our
Environmental Strategy working group, which is
sponsored by members of our ALT. Key activities
and milestones are set for each financial year and
these are shared with the Corporate Responsibility
Committee. The Environmental Strategy working
group is responsible for our commitment to net
zero, which is in line with our SBTi targets. This group
also identifies ways in which we can support the
tech and automotive industries, alongside helping
consumers make more environmentally friendly
vehicle choices.
7. EMPLOYEE GUILDS & NETWORKS
Our employees play a fundamental role in the success
of our environmental strategy. Our Sustainability
Network comprises passionate individuals from
across the business who are focused on making
life at Auto Trader more sustainable. They do this
through increasing employee awareness and driving
impactful changes for both individuals and our
business, supporting our overall goal of reducing
our carbon emissions.
Our approach to
climate governance
We have integrated climate governance into our
existing governance processes and sought to
embed responsibility for the risks associated with
climate change throughout our business, adopting
a climate change focused mindset. There is a
clear commitment from the Board to deliver on
our environmental commitments and ensure
relevant accountability across the business.
Our environmental strategy was initiated to
ensure a joined up approach across the business
considering the risks and opportunities climate
issues pose and how we are responding to them.
We submitted our annual CDP questionnaire
and received a B rating in December 2023; we are
awaiting our 2024 score. The rating is on a scale
from A (best possible score) to D-. Our current rating
indicates that Auto Trader has knowledge of
impacts on, and of, climate issues and that we
are taking coordinated action on climate issues.
1. BOARD RESPONSIBILITY
The Corporate Responsibility Committee is
responsible for holding the Executive Directors to
account with respect to climate risks and opportunities
and their impacts on both the business and the wider
environment. Our environmental strategy is a standing
agenda item for all Committee meetings.
2. EXECUTIVE RESPONSIBILITY
The responsibility for assessing and managing climate
related risks and opportunities sits at both Executive and
Board level. Executive responsibility for our impact on
climate change is held by all our Executive Directors, who
have responsibility for overseeing our environmental
strategy. Responsibility for the consideration of
climate related risks and opportunities on the financial
performance of the Group and compliance with
environmental reporting sits with our CFO, Jamie Warner.
3. RISK FORUM
Our Risk Forum undertakes a review of climate related
risks with our Auto Trader Leadership Team (‘ALT’).
Environmental risks are also reviewed at least twice
a year as part of the overall risk review process.
HOW WE GOVERN THIS AREA
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (‘TCFD’)
COMPLIANCE STATEMENT
The Group has prepared its TCFD disclosures
in line with guidance from the 2021 updates to
the TCFD Final Report and Annex, including the
supplementary guidance for all sectors. At the
time of publication, in accordance with the UK’s
Financial Conduct Authority (‘FCA’) Listing Rule
9.8.6R(8), the Group has made climate related
financial disclosures consistent with the
TCFD recommendations and recommended
disclosures set out on page 94. The table
included in the Corporate Responsibility
Committee report (page 92) summarises where
the relevant disclosures are addressed. We
continue to develop our net zero strategy and
to identify the risks and opportunities to our
business as a result of climate change and
the potential financial impact. The climate
related financial disclosures made by the
Group comply with the requirements of the
Companies Act 2006 as amended by the
Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022.
TARGETS AND METRICS
Our operations
SBTi approved near and long-term
targets (see page 34).
Supporting the automotive
and technology industries
Number of EVs advertised on Auto Trader
33,603
average as at March 2025 (2024: 22,536)
Share of EVs advertised on Auto Trader
5.6%
during FY25 (FY24: 4.5%)
Number of EVs delivered by Autorama
950
during FY25 (FY24: 876)
Number of videos produced covering EVs
41
during FY25 (FY24: 56)
Supporting consumers
Number of EV advert views on Auto Trader
150 million
during FY25 (FY24: 105 million)
Share of EV advert views on Auto Trader
5.0%
during FY25 (FY24: 3.7%)
Number of EV giveaway entries
15.5 million
since campaign started (FY24: 10.8 million)
Number of video views covering EVs
6.5 million
during FY25 (FY24: 7.9 million)
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SUPPORTING THE UN SDGS MOST RELEVANT
TO OUR STRATEGY
HOW WE GOVERN THIS AREA
1. BOARD RESPONSIBILITY
Material ESG topics discussed by the Board include
diversity and inclusion, employee engagement and
talent development. The Corporate Responsibility
Committee is responsible for holding the Executive
Directors to account and on a quarterly basis our
people scorecard is reviewed and progress against
our cultural KPIs is monitored. The Board plays an
important role in ensuring our culture is aligned with
our long-term strategy.
2. EXECUTIVE RESPONSIBILITY
The responsibility for assessing and managing our
people and culture sits at both Executive and Board
level. Our Executive Directors have responsibility
for oversight of our diversity and inclusion agenda
and are responsible for ensuring that our values are
embedded into all parts of our business.
3. AUTO TRADER LEADERSHIP TEAM
Our Auto Trader Leadership Team (‘ALT’) is
responsible for driving our culture that is values-led,
customer-centric and data driven, underpinned by
a diverse and inclusive team. Having a progressive
culture and environment ensures the attraction,
development and retention of a talented, engaged
and diverse workforce.
4. REMUNERATION COMMITTEE
The Committee introduced diversity-related metrics
into the Performance Share Plan (‘PSP’) targets for
the 2021 PSP award. From 2022 onwards, PSP award
performance will be measured against our diversity
ambitions as part of an underpin rather than as a
standalone target. The Committee also has remit
over material changes to package and benefits
and approved the all-employee share scheme.
5. EMPLOYEE GUILDS & NETWORKS
Our employees play a fundamental role in the
success of our ESG strategy. Through our thriving
networks and guilds, our ESG priorities and
ambitions are championed and driven forward by
our employees. See page 54 for more information
about our networks.
Our Board Engagement Guild is the primary
mechanism for our Board to engage with our
employees and meetings are not attended by the
Executive Directors. Employees are able to share
their experiences and views, as well as providing the
opportunity for them to ask questions directly of
Non-Executive Directors. The Board Engagement
Guild has representatives from across different parts
of the business and canvasses views and opinions
from their colleagues to share with the Board.
6. THIRD-PARTY CHARTERS & ACCREDITATIONS
We have signed up to various third-party charters
and have received a number of accreditations,
most notably:
•
Race at Work Charter
•
Change the Race Ratio
•
Disability Confident
•
Social Mobility Top 75
•
Inclusive Companies
•
Living Wage Employer
OVERVIEW
Being a responsible employer and
maintaining a strong, purpose-led culture
is key to our ongoing success. Our values
underpin everything we do, reflecting our
culture and commitment to making a
positive impact.
ENGAGING OUR EMPLOYEES
We value effective communication
and engagement with our employees,
continually reviewing and improving based
on feedback. We conduct regular surveys,
including an anonymous one twice a year,
to assess engagement and job satisfaction.
In our latest engagement survey, 91% (2024:
97%) of employees agreed or strongly
agreed with the statement “I am proud to
work for Auto Trader”, a measure which
we view as a proxy for engagement. We
enhance these surveys with pulse and
post-event surveys as needed.
Our Board Engagement Guild allows
direct engagement between our Board
and employees, facilitating questions
and sharing employee experiences and
views. This year, the Guild met three times,
discussing topics such as what employees
find great about working for Auto Trader and
what they would like to see done differently;
Directors’ remuneration; employee
engagement and trust; and sentiment
around organisational changes. A key part
of engaging our employees is to ensure
senior leaders are visible throughout the
business and accessible to staff delivering
our business objectives. We aim to ensure
our employees are regularly kept up to date
with the key aspects of our business strategy
and priorities, and understand their role in
achieving them, which is important to
maintaining our purpose-led culture across
the business. As a result, we provide various
internal communication channels including
regular ‘ALTV’ sessions led by our CEO and
leadership team, as well as our bi-annual
all-employee conferences.
Board
responsibility
Executive
responsibility
Third-party
charters &
accreditations
Auto Trader
Leadership
Team
Remuneration
Committee
Employee Guilds &
Networks
1
2
6
3
4
5
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Our people &
communities
Our values underpin
everything we do.
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We have continued to embrace Connected
Working, our hybrid working model which
offers greater flexibility in where and how our
employees work. Central to this approach is
the importance we place on staying connected,
while maintaining collaboration within teams
and the wider Auto Trader community. In early
2026, we’ll be relocating our head office to
Bruntwood SciTech’s Circle Square – right in the
heart of Manchester’s tech community. Once
the fit out is completed, the purpose-built
environment with state-of-the-art workspaces
will not only support our employees staying
connected, but it will also bring us even closer
to our customers and industry peers, providing
a collaborative space to share insights, data,
and experiences.
PAY AND BENEFITS PACKAGE
We offer a comprehensive pay and benefits
package, including employee pension
contributions up to 7%, private medical cover,
income protection, life assurance and enhanced
family/dependant leave provisions. In FY25 we
introduced our retirement benefit to support
those employees ready to transition to retirement.
Share ownership is fundamental to who we
are as a business and is a great way to reward
our staff, which is critical for the long-term
sustainable success of our business. FY25 saw
the second award of our One Auto Trader Share
Award (‘OATSA’) scheme, an all-employee share
award scheme that rewards employees with an
additional 10% of their salary in shares, vesting
over a three-year period. In addition, we provide
an annual SAYE scheme, with 53% of our
employees actively contributing to one of the
current schemes.
WELLBEING AND SAFETY OF OUR EMPLOYEES
We are committed to supporting our employees
in all aspects of their health and wellbeing.
We provide a comprehensive range of
healthcare benefits as well as access to tools
and education, mental health support and
supportive pathways to empower our employees
to have more good days. During the year, people
leaders have the opportunity to attend a
refresher course in mental health awareness to
assist them in identifying and supporting issues
that relate to people’s mental health and learn
practical skills that can be used every day to help
support team members. Access to mental health
support and services is made available to all
employees via trained Mental Health First Aiders
and the Employee Assistance Programme.
We have a comprehensive ‘Respect at Work’
Policy, which emphasises the importance of
maintaining a safe and respectful environment.
The policy details cultural expectations and
employee rights regarding bullying, discrimination
and harassment, including sexual harassment,
and explains our zero tolerance stance. It also
outlines the reporting process and sets standards
for upholding these principles outside of the
workplace and during the course of employment.
We provide employees with sexual harassment
training and awareness sessions, including
specific training on how to identify and report
harassment by third parties. The training ensures
that all employees understand their rights under
the Equality Act 2010 and the Company’s
expectations regarding inappropriate behaviour.
We provide access to tools and resources to
support employees with their financial wellbeing,
including access to mortgage advisors and will
writing services, season ticket travel loans and
salary finance.
We are committed to creating a safe office
environment and to achieving high standards of
health and safety and to protecting our staff and
others affected by our operations. Our principal
objective is to prevent or minimise accidents,
injury and ill health to staff, contractors and
others who work at or visit our premises. We have
a fully compliant Health and Safety Policy and
appropriate insurance for all employees. We can
report that we have had no fatalities or serious
injuries during the year, and there was no impact
to our operations due to work-related incidents
or work-related occupational disease. We have
had no accidents reportable to RIDDOR this past
financial year.
Within our Connected Working approach,
we remain committed to our people’s health
and wellbeing. To support our employees, we
make sure that their workstations are safe
by completing DSE risk assessments of both
office and home-based workstations and
environments. These assessments ensure
compliance with health and safety regulations
and help to identify and minimise risks while
working from home or the office.
INVESTING IN AND SUPPORTING OUR TALENT
The quality of our people and the development of
a robust and diverse talent pipeline for the future
are essential to delivering our long-term growth
strategy. Our objective is to attract and retain
talent across the organisation, providing them
with opportunities for personal growth that will
help us to achieve our goals while enabling them
to fulfil their potential.
We are committed to ensuring that our employees
have the time and opportunity to pursue their
development. To support this, we are focusing on
developing our People Managers and our People
team, enabling personal development plans,
a coaching approach across learning, and
structured programmes with self-learning.
We pride ourselves on having a community
focused on development where everyone can
be successful. We still retain a strong level of
retention and employee engagement and our
attrition rate remains low at 10% (2024: 11%) when
compared to industry and national averages.
We recognise that People Managers are one
of our most important partners in development.
As a central objective of our People team, we
are investing in the development of our People
Managers. Through conversations with them,
we have designed our expectations of
management at Auto Trader. Our focus now is to
create stronger boundaries through our policies
for People Managers and a development
framework to support their abilities.
Our Learning Academy is central to our
community-focused development approach.
We offer accessible courses for everyone
across the business (including part-time and
contractors). Coaching and mentoring are
primary approaches for us in learning, including
the training of 50 employees to be qualified
coaches. Training our People Managers to
be coaches is also a focus for our manager
development. We offer sponsorship for
professional qualifications and help our people
maintain continuous professional development.
Our mandatory training covers our compliance
needs, ensuring we meet legislative and
regulatory requirements. We also have ‘always
on’ sessions that support our ways of working with
role-specific technical skills and soft skills. These
are available for all employees and accessible
through the Learning Academy system.
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Annual Report and Financial Statements 2025
Working responsibly
continued
EARLY CAREERS
We have a dedicated Early Careers team which
plays a vital role in nurturing the future success
of Auto Trader. We take immense pride in our
exceptional pipeline of talented individuals who
are carefully developed to assume key roles
across various departments in the business. Our
team is committed to identifying opportunities,
crafting innovative programmes and delivering
comprehensive support to facilitate the growth and
success of early careers, retraining and professional
development for employees at Auto Trader.
In FY25 we welcomed 38 apprentices and
graduates to the Early Careers Academy
(including internal career changes). Our
apprentices enjoyed great success this year and
we celebrated seven apprentices completing
their level 3, 4 and 6 apprenticeships.
LEADERSHIP DEVELOPMENT
During the year we expanded our leadership
team to form the Auto Trader Leadership Team
(‘ALT’). The ALT takes responsibility for the overall
stewardship, culture and performance of
Auto Trader, including our strategy and priorities
and how we work together. In line with the
changes, the ALT have all taken part in an
onboarding programme aiming to introduce
them to their new roles.
We have continued with our Diverse Talent
Accelerator programme designed to support
the progression of mid-career employees.
Year
2025
2024
Hours of mandatory training
2,328
1,113
Hours of non-mandatory
training
28,291
27,363
Annual cost of training
1
£476k
£633k
Average cost per employee
2
£376
£513
Employees studying for
professional qualification
16
8
Employees on an
apprenticeship/early careers
3
66
71
1.
This includes external trainer and platform costs,
but excludes the employment costs of our in-house
Learning & Development team.
2.
Based on average number of employees in the Group
throughout the year 1,267 (2024: 1,233).
3.
As at 31 March – this excludes individuals who completed
their programme during the reporting period.
DIVERSITY AND INCLUSION
At Auto Trader, we value a diverse and inclusive
workforce, which enhances our culture and
business by attracting and developing talent.
Diversity and inclusion unlock the full potential
of our people and, consequently, our business.
A mix of ideas and perspectives is essential for
innovation and creating the best experience
for our customers and consumers.
Diversity includes gender, sex, age, sexual
orientation, disability, neurodiversity, race,
ethnicity, religion, faith, marital status, social
background, educational background, and
way of thinking. Inclusion means being valued,
respected and supported for who you are.
We aim to achieve this authentically and
systematically, reflected in our metrics over
time. We’re committed to long-term change
in the technology and automotive industries,
focusing on developing diverse leaders and
representative workforces. We continue to strive
for diverse representation at every level of the
Company, with a particular focus on leadership.
Our representation of women at a total company
level remained consistent at 44% (2024: 44%).
This year, the percentage of women on our
Auto Trader Leadership Team (‘ALT’) is 38% (2024:
50%). We increased the percentage of women
in leadership roles to 43% as at 31 March 2025
(March 2024: 42%), as defined by the FTSE Women
Leaders Review.
We aim to build a diverse candidate pool for
internal development and succession planning
by identifying diverse talent for senior roles,
ensuring equitable representation. In FY25,
we refined our Inclusive Culture Development
Programme, designed to support us in achieving
our aims. This programme focuses on enhancing
our talent management, succession planning
and leadership development initiatives.
We remain committed to supporting disabled
and neurodiverse employees and those who
become disabled during their employment with
us. Recognising that everyone is unique, we
provide the right support to ensure they continue
to realise their full potential and develop their
careers with us. Selection for employment,
promotion, training and development (as well
as other benefits and awards) is made based on
merit, aptitude and ability and the Group does
not tolerate discrimination in any form, including
in relation to disabled candidates.
We are very proud that Auto Trader has continued
to be recognised as a Leader of the Disability
Confident Scheme and one of the Top 75 (ranking
29th) employers in the Social Mobility Employer
Index by The Social Mobility Foundation,
signifying our commitment to inclusivity and
supporting individuals with disabilities.
EARLY CAREERS ACADEMY
Our Early Careers Academy is designed to support the onboarding, knowledge, skills, behaviours, wellbeing and continuous development
of everybody on one of our Early Careers programmes, which include graduate programmes, apprenticeships and internships.
Role
Foundation
Academy
Foundation
Post
Academy
Project One
Buy & Sell a
Vehicle
Project Two
Intrapreneur
Project
Project Four
Business
Operations
Project Three
Collaboration
Project Five
The Showcase
Oct
6-26 weeks
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Working responsibly
continued
INCLUSIVE CULTURE
DEVELOPMENT PROGRAMME
Auto Trader’s Inclusive Culture
Development Programme
s a series of learning and
development programmes driven
throughout the business, with
diversity and inclusion at their core.
ONE AUTO TRADER – A CULTURE OF INCLUSION
As part of Auto Trader’s ‘Great Start’, all
new starters must attend this workshop.
In one day, colleagues gain a common
understanding of diversity and inclusion at
Auto Trader, meet representatives from our
Employee Networks and explore different
biases and how to call out behaviour that
goes against inclusion.
INCLUSIVE RECRUITMENT
When it comes to recruitment and selection,
all those that are part of the hiring process
take part in a full day workshop around
inclusive recruitment. These sessions raise
awareness of bias, share best practice,
introduce our scoring frameworks and allow
assessors to develop their shortlisting and
interview skills.
INCLUSIVE LEADERSHIP
This is aimed at equipping leaders with the
‘know how’, skills and insights required to lead
diverse teams in an inclusive way. Leaders are
educated on the benefits of leading inclusively
and are equipped with the tools to enhance
their leadership style which will inspire them to
re-evaluate how they lead others and create
an inclusive culture across Auto Trader.
DIVERSE TALENT ACCELERATOR
PROGRAMME (‘DTA’)
The aim of DTA is to accelerate the
progression of high potential talent in order
to create a pipeline of diverse future leaders.
DRIVING DIVERSITY AND INCLUSION THROUGH OUR EMPLOYEE-DRIVEN NETWORKS
A core part of our people and culture strategy is centred around our employee-driven networks.
Everyone at Auto Trader is encouraged to join one of these networks. The networks and their leaders
are a core part of our culture, helping to welcome employees when they join our organisation,
empowering team members to thrive and spearheading outreach programmes that support our
local communities. We ensure each network has a senior leadership sponsor to help drive change
and champion network initiatives.
The Career Kickstart Network brings together employees in their early careers
from across the business to learn and grow together through shared experiences,
resources and discussion.
Our Disability & Neurodiversity Network continues to create a more accessible and
inclusive environment for our employees. 13.3% (2024: 13.5%) of our employees have
disclosed a disability or neurodiverse condition. The network partners with various
charities including Research Institute for Disabled Consumers, Speed of Sight and
the Business Disability Forum to educate employees and raise awareness.
The Ethnicity Network brings together employees from across the business to
raise awareness and drive positive change for our employees, customers and
communities who are currently under represented ethnically. With an aim to create
an even more inclusive workplace where everyone feels valued, respected and
empowered to contribute to their fullest potential.
Our LGBT+ Network representation is currently 10.8% (2024: 10.0%) and the network
has continued to support our employees and connect with local LGBT+ charities,
including The Proud Trust and the George House Trust.
Through building an internal community within the business, the Parents’ Network
helps create an environment for employees to support each other in navigating
the challenges of being working parents.
Our Social Mobility Network is focused on understanding how socio-economic
background can influence individuals in the workplace and working to remove
barriers and open opportunities. Auto Trader has signed the Social Mobility Pledge,
committing to putting social mobility at the heart of what we do, with 74% of our
people sharing social mobility data.
Our Women’s Network is focused on improving and evolving representation
of women at all levels in Auto Trader, the automotive industry and the digital
communities within which we operate, by recruiting, retaining and developing
female talent.
The programme offers a range of experiential
and group learning, coaching and sponsorship.
We encourage undiscovered talent to apply,
particularly colleagues from groups that are
under-represented in our senior leadership
teams including those that are people of
colour, women, LGBT+, disabled and
neurodiverse, and from a lower socio-
economic background.
THE BLACK EXPERIENCE
The workshops were designed and are being
delivered by the People team in collaboration
with our black employees and aim to increase
awareness and appreciation of the
challenges black employees face in and out
of the workplace. Through the workshops
we also aim to highlight the behaviours that
people leaders can utilise in order to enhance
black inclusion.
NEURODIVERSITY AND MENTAL HEALTH
MANAGER AWARENESS
On top of the general Mental Health
Awareness training, we have recently
launched Neurodiversity and Mental
Health Manager Awareness training,
which is specially designed to empower
People Managers with the knowledge
and confidence to engage in meaningful
conversations about neurodiversity
and mental health in the workplace.
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Working responsibly
continued
GENDER AND ETHNICITY DIVERSITY
As at 31 March 2025, Board membership is
comprised of six women and three men,
exceeding the FTSE Women Leaders Review
recommendations and FCA Listing Rules
requirements, which have a target of 40%
women’s representation. A woman is
appointed as Senior Independent Director,
meeting the targets set out in the Listing Rules
at LR 9.8.6 (9)(a). Two Board members are from
an ethnically diverse background, meeting
the recommendation of the Parker Review.
The percentage of the total company who are
from an ethnically diverse background has
increased from 17% to 19% during the year, with the
percentage of those from an ethnically diverse
background in leadership increasing from 6%
to 10%, although changes to our Auto Trader
Leadership Team (‘ALT’) have contributed to the
increase. We remain committed to increasing
ethnically diverse representation in leadership.
As was the case with women, we are focused on
our recruitment processes, the majority of which
are in lower level roles, and how we develop and
promote a diverse group of individuals through
the organisation.
Last year, the Parker Review extended its scope
to senior management, asking the FTSE 350 to
set a percentage target for senior management
positions that will be occupied by ethnic minority
executives in December 2027. We have set
a target of 10% for ethnically diverse senior
management (ALT and ALT-1) to be achieved
by March 2027 in line with the Parker Review.
As at 31 March 2025
As at 31 March 2024
Board
Executive
management
ALT
2
ALT
direct reports
3
Total Company
Board
Executive
management
OLT
2
OLT
direct reports
Total Company
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
Number
%
Number
of senior
positions
1
OLT
2
%
Number
%
Number
%
Men
3
33%
3
11
61%
50
56%
721
56%
4
44%
4
4
44%
41
59%
701
57%
Women
6
67%
1
7
39%
40
44%
562
44%
5
56%
–
5
56%
28
41%
548
43%
Non binary/
other
–
–
–
–
–
–
–
7
–
–
–
–
–
–
–
–
6
–
As at 31 March 2025
As at 31 March 2024
Board
Executive
management
ALT
2
ALT
direct reports
Total Company
Board
Executive
management
OLT
2
OLT
direct reports
Total Company
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
Number
%
Number
of senior
positions
1
OLT
2
%
Number
%
Number
%
White
British
or other
White
7
78%
3
17
94%
73
81%
948
74%
8
89%
4
9
100%
59
86%
909
72%
Mixed
ethnic
groups
–
–
–
–
–
1
1%
36
3%
–
–
–
–
–
–
–
26
2%
Asian
/Asian
British
2
22%
1
1
6%
7
8%
144
11%
1
11%
–
–
–
4
6%
129
10%
Black/
African
/Caribbean
/Black
British
–
–
–
–
–
2
2%
50
4%
–
–
–
–
–
1
1%
42
3%
Other
–
–
–
–
–
–
–
16
1%
–
–
–
–
–
–
–
19
2%
Not
disclosed
–
–
–
–
–
7
8%
96
7%
–
–
–
–
–
5
7%
130
11%
1.
Senior positions defined as CEO, CFO, SID and Chair of the Board.
2.
Excludes CEO, COO and CFO who are included in the Board numbers.
3. In 2025 we extended our leadership team from 12 individuals (previously our Operational Leadership Team, ‘OLT’) to 21 individuals (now called our Auto Trader Leadership Team, ‘ALT’).
We define leaders as those who are on our ALT and its direct reports, excluding those with senior and principal job titles in Product & Tech.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Working responsibly
continued
GENDER AND ETHNICITY PAY GAP
We released our fifth combined Gender and
Ethnicity Pay Gap Report 2024 (published in
November 2024, reporting the pay gap as at 5
April 2024). We welcome the new Government’s
commitment to introducing disability pay gap
reporting as a fundamental step for employers
to gain a better understanding of its drivers
and take steps to closing it over time. As we
have done with our ethnicity pay gap, we are
publishing our disability pay gap in advance
of it becoming a mandatory requirement and
have included a high-level analysis in this
year’s report. We will work with our peers
across our industries and the Government to
support the introduction of mandatory pay
gap reporting for ethnicity and disability in
the coming years. You can read our Gender
and Ethnicity Pay Gap Report on our corporate
website (plc.autotrader.co.uk).
We are pleased to report that we continue to
make progress in reducing our gender pay gaps.
Our mean gender pay gap decreased by 0.2%
(2023: 2.3% decrease), and our median pay gap
decreased by 0.7% (2023: 3.3%). We continued to
make good progress during the reporting period
in retaining women in upper quartiles within our
business, with only 15% of leavers coming from
this group, compared to 53% for men.
Overall, we have increased our women hires,
with 52% of all new starters being women within
the last 12 months, a 6% increase year-on-year.
We are pleased to have achieved our goal of
reaching an equal gender split across our
recruitment campaigns. This year, we have further
strengthened our maternity and family leave
policies to provide even greater support for
women and families throughout their careers.
We also introduced our Company funded
Menopause Plan which provides personalised
support for employees struggling to manage their
symptoms. We believe these enhancements will
further boost our retention of women in the future.
We do however recognise that there is still work
to do here, specifically maintaining that equal
representation when hiring into senior roles.
When we take a closer look at our colleagues
who have been in consecutive pay gap reports,
we can see that the biggest movement for
women was in the lower middle and upper middle
quartiles. Both quartiles saw 22% of existing
women move upwards year-on-year which points
to an important element of our diversity strategy
– growing our own pipeline of talent. Firstly, the
movement from the lower to lower middle
quartile highlights our continued commitment
to develop our Early Careers talent, with this
move into the lower middle quartile often
coinciding with the step into Professional level
roles. Secondly, we are pleased to see the
continuation of that pipeline in the upper middle
quartile, which saw an increase of 3.8% this year.
Our promotions contributed to this increase,
with 25% of women who were promoted between
April 2023 and March 2024 moving up a quartile
compared to 17% of men.
During the reporting period, we have seen
both our median and mean ethnicity pay gaps
increase with the median increasing by 4.1%
and the mean by 2.3%. However, we have seen
our overall representation of Ethnically Diverse
employees increase by 3%, with all quartiles
growing apart from the upper middle quartile.
When we analyse the data, the increase in our
pay gaps is primarily driven by the positive steps
we are taking to increase representation of
Ethnically Diverse employees. Our biggest
source of hiring is Early Careers, so as we
increase the diversity at Early Career level,
they join us at the lower quartile pay level, which
negatively impacts our pay gap in the short
term, particularly the median. Nevertheless,
we are pleased to report that 43% of our Early
Career intake during the reporting period were
from Ethnically Diverse backgrounds and we
will continue to focus on this important element
of our strategy to grow our own diverse
future leaders.
At Auto Trader, we believe that pay gap reporting
is an important tool to aid transparency and
create accountability in our equality, diversity and
inclusivity journey. We have made the decision
to report on our disability pay gap ahead of the
anticipated policy change to make both ethnicity
and disability pay gap reporting mandatory for all
businesses with over 250 employees. We’ve opted
to use the same binary methodology for our
Disability Pay Gap report as we do for our Ethnicity
Pay Gap report. This means that any employees
who have not disclosed their data will be omitted
from the analysis. We classify employees as
having a disability if they have chosen to declare
a long-term condition or disability in our people
system. Our mean disability pay gap for the
reporting period was 5.9% with the median
disability pay gap being 1.9%.
As this is our first year of reporting, we currently lack
comparable figures. Moving forward, as we gather
more data, we are committed to implementing
action plans aimed at reducing these gaps and
enhancing equality in our workplace.
43%
of our Early Career
intake last year were
from ethnically
diverse backgrounds
52%
of all new starters
were women
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FINANCIAL STATEMENTS
56
Auto Trader Group plc
Annual Report and Financial Statements 2025
Working responsibly
continued
MAKING A DIFFERENCE TO OUR COMMUNITIES
AND THE INDUSTRIES WE OPERATE IN
Our Auto Trader community shapes our culture
and we are committed to making a difference
and having a positive impact on the communities
we operate in.
This year we are celebrating 10 years of our Make
a Difference Guild. The Guild is committed to
empowering our employees to support national
and local charities and communities, supporting the
causes that are close to their hearts and delivering
real and visible change to our communities.
Employees can take up to two days a year to
volunteer in the community. This year 606 days
were taken by our employees to volunteer in the
community. Our Auto Trader Community Funds
aim to deliver financial support to local
community groups and charities in our office
locations of Manchester, London, Hemel
Hempstead and across the UK.
Through our AT Sponsorships we continue to
support employees’ and customers’ fundraising
efforts and we also provide funding for sports
equipment and kit sponsorship for our employees
and their families. Our employees can also
support charities close to their hearts through
payroll giving, with 20% of employees choosing
to donate to charities using this method.
Auto Trader supports this further through match
funding up to £5 per month for every employee
signed up to payroll giving and also by entering
all employees who are signed up into a monthly
prize draw with the chance to win a further £500
for the employee’s chosen charity.
With Auto Trader operating in both the
automotive and technology industries, we
continue to partner with the charity BEN, making
a significant contribution to the charity on behalf
of our customers and partners. BEN is a key
charity supporting the automotive industry with
the aim to offer life-changing support which
empowers people to take control of their mental
and physical health. This year we have continued
our partnership with Speed of Sight, a local
charity that gives life-changing driving
experiences for the blind and disabled, running
track events for people of all ages regardless
of ability or disability.
To help tackle digital exclusion, we work with
local charities to repurpose our laptops and
devices. This allows us to repurpose our old tech
efficiently and sustainably, while supporting
communities and individuals to tackle digital
poverty and promote digital inclusion.
We have continued our partnership with Forever
Manchester who support us in running our well
established Auto Trader Community Fund.
The fund provides support for a wide range of
community projects across Greater Manchester,
delivering meaningful social impact to a wide
range of grassroot community projects. This
year we also worked with Forever Manchester
to set up the Auto Trader Digital Inclusion Fund.
Through the fund, we are thrilled to have
supported four local charities in the Greater
Manchester area. These charities will each be
using the funds to run technical workshops and
programmes in order to upskill members of the
local community and reduce the digital divide.
We are proud to be a member of the Automotive
30% Club, a group focused on increasing the
representation of women in the automotive
industry, focusing on recruiting, retaining, and
developing female talent within the industry.
Catherine Faiers, COO at Auto Trader, is a patron of
the Automotive 30% Club, and this year was named
as the winner of the Automotive 30% Club IMI
Inspiring Automotive Woman of the Year Award.
To further support the goals of the Automotive
30% Club, this year we launched a new award
category, Auto Trader Woman of the Year, as part
of our annual Auto Trader Retailer Awards,
designed to recognise the exceptional women in
automotive retail. The award will celebrate an
inspiring woman working within an operational
management role in a retail organisation who is
delivering results and destined to be a future
leader. We also collaborated with the Automotive
30% Club and the Consent Collective to spearhead
a new initiative, ‘Great Events for All’, to educate
the automotive industry on sexual harassment
and consent to ensure industry events are safe
and inclusive. We have continued with our
podcast series, ‘Women in the driving seat’,
that explores the challenges and successes
of women in the automotive industry.
This year, we collaborated with DigitalHER,
DigitalFutures, and GM Enterprise Advisors to host
Career Safari days at our Manchester office. Young
people from Greater Manchester enjoyed career
talks, activities, sponsorship, and workshops. We
also launched Curiosity Camps with DigitalHER
for women interested in tech careers. We’ve
committed to supporting young women at the start
of their tech careers through MentorHER and we
also worked with Pursuing Individual Excellence,
reaching students through networking events.
We actively support the Manchester
Baccalaureate and are a Cornerstone Employer
in the GM network. Colleagues are encouraged
to be STEM Ambassadors and volunteer as
mentors with the Social Mobility Foundation.
Over the past year, Auto Trader has hosted a
variety of meetups in our dedicated event space,
bringing together data, design, delivery and tech
community groups. This reflects our commitment
to supporting community engagement and
knowledge sharing within Manchester. We’ve
built strong relationships with groups like PyData,
Natter UX, and Manchester Java Community
through recurring events and ongoing
sponsorship, helping them thrive and continue
enriching the local tech and design communities.
This year, we have hosted various events to
highlight the importance of social mobility:
we hosted an event encouraging more tech
businesses to consider the importance of social
mobility; and our Social Mobility Network ran a
series of events in the run up to Social Mobility
Awareness Day to lift the lid on class and address
social mobility imbalance in the tech industry.
The Tech Charter recently reported that only 9%
of tech employees are from a lower working
class background. This compares with 33% of
employees at Auto Trader, but despite this,
we still have work to do to better represent the
communities within our reach, with the national
average sitting at 39%.
At Auto Trader, we are passionate about
educational outreach and supporting students
in our local communities. Throughout the year
we hosted 30 students from Manchester schools
and colleges for work experience. During National
Careers Week and to celebrate International
Women’s Day, colleagues from Auto Trader went
back to school to deliver talks and interactive
sessions, reaching over 250 students. We’ve also
given talks on apprenticeships at local colleges
and hosted college students at our offices.
We are a member of the Manchester Enterprise
Advisor Group and are matched with two schools
in Manchester to support with career strategy.
We also offer a five day friends and family
work experience.
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
SUPPORTING THE UN SDGS MOST RELEVANT
TO OUR STRATEGY
Working responsibly
continued
HOW WE GOVERN THIS AREA
1. BOARD RESPONSIBILITY
Material ESG topics are discussed by the Board
including cyber security and GDPR.
The Corporate Responsibility Committee assists
the Board in fulfilling its oversight responsibilities
in respect of governance and compliance, where
topics have not been covered by the Board.
2. EXECUTIVE RESPONSIBILITY
Responsibility for assessing and managing our
governance and compliance sits at both Executive
and Board level. Our Executive Directors have
responsibility for ensuring we conduct ourselves
with the highest standards of honesty and integrity.
3. AUTO TRADER LEADERSHIP TEAM
The Group’s Chief Technology Officer, Chris Kelly,
is responsible for setting the Group technology
strategy, including our cyber security programme.
The Group’s Director of Governance, Claire Baty,
is responsible for regulatory compliance,
procurement, legal services and risk management.
Her remit includes compliance with GDPR and
FCA regulation.
4. AUDIT COMMITTEE
Internal audit reports and assessments of the
effectiveness of risk management and internal
control frameworks are presented to the Audit
Committee and monitored to ensure
recommendations are actioned.
5. SECOND LINE FORUMS & COMMITTEES
We operate the following regular second line
forums and committees which report regularly
to the Audit Committee:
•
Risk Forum
•
FCA Governance Committee
•
GDPR Steering
•
Cyber Security Forum
•
Trust Forum
•
Health & Safety Committee
•
Disaster Recovery Steering
6. INTERNAL AUDIT PROGRAMME
We operate a rolling internal audit programme which
provides independent and objective assurance
activities relating to the Group’s governance, risk
management and internal control processes.
The programme includes regular reviews of cyber
security, enterprise risk management, GDPR
compliance and FCA compliance.
OVERVIEW
We ensure high standards are embedded
across the business through a compliance
framework that includes policies,
processes, guidance and training on core
compliance topics.
As an online marketplace, a primary focus
is on cyber security and data protection to
maintain customer trust and support our shift
to digital retailing. It is crucial that our cyber
and data security infrastructure evolves with
our business priorities. In 2025 we complied
fully with the UK Corporate Governance Code
2018. Details of our Board governance
framework and policies are available in the
Governance section (from page 73).
CYBER SECURITY
Trust is essential to our business. We
prioritise the security of our services to
protect our customers from cybercrime and
fraud. As cyber attacks increase in volume
and sophistication, they pose a significant
and perpetual threat. A successful breach
could harm our reputation with customers
and regulators and be costly in terms of
fraud losses, regulatory sanctions or
remediation activity – one of our viability
scenarios reflects the risk of a ransomware
attack (see page 72).
Cyber security risks cannot be fully
mitigated but by having an effective cyber
security risk and governance framework we
can reduce their impact. Our robust security
programme covers both our corporate
systems and the Auto Trader platform, under
the supervision of our Chief Technology
Officer. We employ a security by design
process for products we develop and build
for our customers and consumers with a
defence in depth approach including
multi-factor authentication for customers,
least privilege access controls where
required and appropriate and continuous
testing of applications and products
before, during and after deployment.
Board
responsibility
Executive
responsibility
Internal audit
programme
Auto Trader
Leadership
Team
Audit
Committee
Second line Forums
& Committees
1
2
6
3
4
5
Our governance
& compliance
Uphold the values of good
corporate governance and risk
management and consider the
needs of all our stakeholders in
our strategic decision-making.
Comply with our legal and
regulatory obligations and
behave ethically and with
integrity at all times.
Maintain a trusted marketplace
for our customers and consumers
to find, buy and sell vehicles.
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FINANCIAL STATEMENTS
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I
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I
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Y
R
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C
O
V
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R
P
R
O
T
E
C
T
D
E
T
E
C
T
R
E
S
P
O
N
D
Working responsibly
continued
NIST Cyber Security Framework
We use the NIST Cyber Security Framework
(‘NIST CSF’) to define, continuously improve, and
effectively govern our cyber security operations.
This helps us to identify areas for improvement
and define target levels of maturity across the
framework, complementing our existing business
and cyber security operations. Our outsourced
internal audit programme reviews cyber security
regularly, and we also make use of annual ‘red
team’ exercises to test the effectiveness of our
defences. In FY25 we adopted the NIST version
2.0 and we increased headcount in this area.
Policies and procedures
Our policies and procedures are designed
to detect and respond to pre-emptive cyber
attacks, risks and threats:
•
An overarching Cyber Security Programme
outlining the cyber security scope including
the roles and responsibilities of the leadership
team, cyber security forum and employees.
•
A proactive awareness programme to
educate all employees on cyber security risks.
•
A suite of essential resources and policies
designed to safeguard our organisation, our
customers’ and our employees’ information
and assets. These policies cover acceptable
use, asset management, access control,
bring your own device, document sharing,
use of generative AI, the Information Security
Programme, key management and
cryptography, network security, passwords,
security incident management, server
security, software development lifecycle
and vulnerability management.
•
A dedicated security operations team to
monitor, detect and respond to security
incidents in line with our cyber security
incident management procedures.
•
Enhanced data protection solutions have
been implemented across consumer facing
and internal systems, to guard against
the increasing threat of ransomware.
•
All employee accounts are protected by
multi-factor authentication (‘MFA’) regardless
of device and location, providing enhanced
authentication protection.
•
Major incident response simulations and
business continuity tests carried out periodically.
•
System vulnerability and penetration testing
carried out regularly by both external and
internal resources, including: application
vulnerability testing; penetration testing of our
platform and infrastructure; and red team
testing to ensure our processes for responding
to a cyber incident are robust and fit for purpose.
•
All aspects of our applications are designed
and deployed with security in mind so that
Auto Trader can deliver a secure and trusted
platform for our customers.
PROTECTING OUR CUSTOMER AND
CONSUMER DATA
At Auto Trader, data is at the heart of everything
we do and data compliance and protection are
crucial. Our structured framework helps us meet
compliance obligations, customer expectations
and privacy rights, and mitigate the risk of a data
breach. We fully adhere to the Data Protection Act
2018 and UK GDPR for data protection standards.
We have policies and guidelines complying with
privacy legislation for collecting and storing
personal data of our consumers, customers,
and employees. As a data processor for our
customers and a data controller for employees’
personal data, we are committed to ensuring
the personal information we collect is used
appropriately, securely, responsibly and
transparently according to our privacy notices
which govern all our platforms and subsidiaries.
We have dedicated teams responsible for data
privacy, breach prevention, reporting, policy
compliance, record keeping and data subject
rights. We monitor adherence to data privacy
laws and address breaches promptly through
our assurance framework. Consumer data
protection enquiries are managed via a
dedicated mailbox.
We hold quarterly GDPR Steering meetings
with data owners from all business areas to
coordinate communication and guide our
ongoing data strategy, and compliance with
security and privacy regulations.
All data owners are encouraged to complete
Certified GDPR Foundation training to achieve
the International Board for IT Governance
qualification (‘IBITGQ’). Currently, over 80%
of data owners are certified. Auto Trader
employees, including part-time, contractors
and Board members, must complete annual
data privacy and information security training.
We have established processes for UK GDPR
compliance, including Data Protection Impact
Assessments (‘DPIAs’) for identifying and
minimising data protection risks in new or
changed products or services involving personal
data. We maintain records of processing activity
(‘ROPAs’) detailing lawful basis and data
retention periods, with bi-annual audits to
ensure they remain up to date and accurate.
We maintain separate privacy notices for
consumers, employees and retailers, which
are reviewed and updated regularly. We have
processes in place to handle Subject Access
Requests (‘SAR’) and Erasure requests.
NIST CYBERSECURITY FRAMEWORK
Where required, Auto Trader obtains consent
to collect personal data to service consumer
enquiries about products, services, or vehicles
advertised on our marketplace. Separate,
explicit consent is obtained to contact
consumers for marketing purposes. Where we
do pass on personal data, we carefully vet
third-party service providers to ensure they are
aware of their responsibilities, including the
security of personal information, and use it only
to fulfil the service they provide on our behalf.
In case of data loss incidents, we follow a
rigorous management process, report notifiable
breaches promptly to regulatory authorities, and
take remedial action swiftly to ensure incidents
are fully mitigated.
FCA COMPLIANCE
Auto Trader Limited, the main trading subsidiary of
the Group, is authorised by the FCA for consumer
credit and insurance intermediary activities. Our
activities primarily relate to providing finance and
insurance introductions to consumers for third
parties (retailers or commercial partners). We
have introduced consumer journeys for some
of our regulated activities as part of our digital
retailing proposition using the technology of Blue
Owl Limited (trading as ‘AutoConvert’), a wholly
owned subsidiary which is an Appointed
Representative of Auto Trader Limited in respect
of consumer credit activities.
Autorama UK Limited (trading as ‘Vanarama’)
is authorised by the FCA for consumer credit
activities relating to brokering leases to retail and
trade customers. Autorama UK Ltd also maintains
the required FCA permissions to support a
managed exit from providing Guaranteed Asset
Protection (‘GAP’) insurance in accordance
with its previous distribution model. We have
introduced, and continue to develop, consumer
journeys where consumers start their journey
on Auto Trader and complete an onward journey
with Vanarama.
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Working responsibly
continued
We have specialist internal resource within our
Governance, Risk and Compliance team across
Auto Trader Limited and Autorama UK Limited
with significant experience of working in FCA
regulated businesses, and we have developed a
detailed governance framework to ensure that
we comply with the principles, rules and
guidance applicable to our activities.
We have a comprehensive suite of policies,
training and monitoring procedures to ensure
awareness of and compliance with the
requirements, including financial promotions,
product change management, complaint
handling and vulnerable customers. Our
Customer Charter outlines our commitment to
delivering good outcomes for consumers.
During the year, our compliance monitoring
framework has supported us to continue to
embed the requirements of the Consumer Duty,
whilst also allowing us to keep pace with a period
of change in the regulatory landscape that
underpins motor finance.
We apply the FCA’s Senior Managers &
Certification Regime at Auto Trader Limited and
Autorama UK Limited. The Auto Trader Leadership
Team all take up roles of Senior Managers or
Certified Functions at Auto Trader Limited. The
Autorama UK Limited Board and other specific
members of the Auto Trader Leadership Team
make up the Autorama UK Limited Senior Managers
population, with a number of non-Auto Trader
Leadership Team members taking up roles as
Certified Functions. All of these individuals have
been assessed and certified as Fit and Proper. All
employees are subject to the Conduct Rules and
have received appropriate training and guidance.
BUSINESS ETHICS AND COMPLIANCE
We are committed to operating in a responsible
and compliant way. Our governance framework,
values, internal policies, processes and controls,
training programmes and performance review
systems are designed to support a culture of high
standards, trust and integrity.
MAINTAINING A TRUSTED MARKETPLACE
Auto Trader aims to offer a marketplace that is relevant, reliable
and fair. We ensure that advertisements shown are accurate
and genuine, which is important for both our consumers and
customers. Our goal is to deliver a valuable service and an
engaging user experience.
RETAILER FEEDBACK
We actively gather retailer and consumer
feedback to improve our products and
services, ensuring market-leading solutions
and support to our retailer partners. We
monitor consumer sentiment across various
products and channels, reviewing thousands
of feedback items weekly.
PRODUCT RESEARCH AND TESTING
When we bring a product to market, we
undertake thorough discovery to ensure
solutions meet the varied needs of our
retailer partners and consumers. Retailers
participate at all stages, including beta
testing prior to scaling solutions.
SENTIMENT TRACKING
We survey retailers monthly to gather
structured feedback on our partnership
relationship, satisfaction, value for money,
and brand sentiment.
VOICE OF THE CUSTOMER
We monitor feedback gathered by our
Partnerships community from retailers during
inbound and outbound calls each week.
This helps us measure retailer sentiment and
respond promptly to market challenges they
might be facing.
CONSUMER SENTIMENT
We maintain very positive feedback scores
on Trustpilot (4.7/5 from 99k reviews), iOS App
Store (4.8/5 from 274.k reviews), and Android
Play Store (4.8/5 from 97.8k reviews).
TAG VERIFICATION
We hold the Brand Safety Recognition
seal from Trustworthy Accountability Group
(‘TAG’), the leading programme fighting
criminal activity and protecting brand
safety in digital advertising. This recognition
confirms our compliance with global
standards against fraud, malware, and
threats to brand safety, acknowledging our
efforts to enhance trust and transparency
in the industry.
VSTAG FORUM
We lead the Vehicle Safe Trading Advisory
Group (‘VSTAG’), an industry forum we
founded in 2006, that includes the UK’s top
online automotive advertisers and advisors,
the Metropolitan Police, Get Safe Online and
Action Fraud. Together, we aim to reduce
online vehicle crime and protect buyers and
sellers of used vehicles from fraud.
We have zero tolerance for bribery, corruption
and financial crime in our business and in
dealings with our customers, suppliers and other
third parties we engage with. All of our
employees, including contractors and Board
members, complete annual online training on
information security, GDPR, anti-bribery and
corruption, tax evasion, anti-money laundering,
modern slavery and whistleblowing.
Our Company values put ethical standards at the
heart of our day-to-day decision-making and
actions. We take all reasonable steps to prevent
unethical practices and risks to consumers. We
do not work with any service provider, customer,
or supplier that does not align with our values.
We have performed a Group-wide review of our
counter-fraud and financial crime framework.
This involved a refresh of our financial crime risk
register and we considered various vectors for
financial crimes, such as: where Auto Trader could
be the victim of a financial crime; where
Auto Trader’s systems and platforms could be
exploited by criminals to defraud other users of
our site; and where employees and/or associated
persons could commit financial crimes which
might seemingly ‘benefit’ Auto Trader.
GRIEVANCE REPORTING OR ESCALATION
PROCEDURES
We aim to create a working environment in which
all individuals enjoy coming to work, where
they can perform at their best, and where they
are free from discrimination or harassment.
We foster a culture of open and healthy
conversations, mutual appreciation and
respect. We do not tolerate any behaviour that
undermines this aim. We are committed to a
culture where staff can freely report any issue or
concern, and access support via the escalation
procedures we have in place. Our grievance
policy sets out both informal and formal avenues
for addressing concerns.
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Working responsibly
continued
HUMAN RIGHTS
Auto Trader is committed to supporting human
rights and is opposed to all forms of discrimination
in our business activities, relationships and supply
chain. We have zero tolerance towards modern
slavery, human trafficking, forced or compulsory
labour and child labour. Through compliance
with national laws and our internal policies, we
are committed to supporting human rights and
adhere to internationally recognised human rights
principles. In line with our commitment to creating
a diverse and inclusive culture, our internal policies
require respect and equitable and fair treatment
of all persons we come into contact with. All
employees are paid above the Real Living Wage.
We are an accredited Living Wage Employer. We
safeguard our employees through a framework
of policies and statements including Modern
Slavery, Gender Pay, Flexible Working, Equal
Opportunities and Inclusion Policies. All
employees receive training to ensure they can
identify the different types of modern slavery and
the action they can take if they have any concerns.
WHISTLEBLOWING
We are committed to carrying out all business
activities in an honest and open manner and strive
to apply high ethical standards in all our business
dealings. We actively cultivate a transparent and
open culture, encouraging our employees to
speak up whenever they have concerns, if they
suspect anything inappropriate, or experience
any serious malpractice or wrongdoing in our
business. We believe this contributes to a fairer
and more transparent marketplace where
customers and consumers know that we can
be trusted. We have an internal reporting facility
for employees to discuss concerns and we also
operate an anonymous and confidential
whistleblowing helpline through an independent
organisation. Reports are directed to the Audit
Committee Chair and the Company Secretary or
via an independent hotline.
TAX TRANSPARENCY
Auto Trader is committed to being a responsible
taxpayer. We ensure responsible tax
management with a strong controls culture,
governance, and well-defined processes and
controls. The Audit Committee oversees our
tax-related risks within the Group’s governance
framework, with our tax policy being reviewed
and approved annually. Our processes and
controls are designed to ensure accuracy in the
Group’s tax filings, minimising the potential for
errors. We recognise the role that tax plays in
supporting wider society, contributing to the
funding of public services and infrastructure
that benefit communities and the economy.
We are committed to fulfilling our tax obligations
responsibly and paying the appropriate amount
of tax at the right time in accordance with
relevant legislation. In 2025 our total tax
contribution was £230.2m (2024: £213.9m). Taxes
borne by the Group totalled £105.9m (2024:
£100.9m), made up of corporation tax, employer’s
NICs and stamp duty. Taxes collected by the
Group totalled £124.3m (2024: £113.0m),
comprised of PAYE deductions, employees’ NICs
and net VAT collected. Our full tax strategy
(approved by the Audit Committee on 5 February
2025) is available at: plc.autotrader.co.uk/
media/m4vdqotp/at_grouptaxpolicy2025.pdf.
PAYMENT PRACTICES REPORTING
We publish information about our supplier
payment practices and performance. On
average, Auto Trader takes 36 days (2024:
36 days) to pay our supplier invoices, with 98%
(2024: 99%) paid within agreed terms during
the reporting period.
SUPPLIER ESG ENGAGEMENT
We hold ourselves and our suppliers to the
highest standards of behaviour. We want to
engage suppliers that share our values and
collaborate with them to build a stronger,
more responsible supply chain.
We have an established supplier engagement
strategy and the information we collect through
our supplier engagement/onboarding process,
complemented with our Ethical Procurement
Questionnaires, provides us with greater insight
into numerous aspects of our suppliers’
performance, including their ESG practices.
As part of our environmental strategy, we have
expanded our discussions on sustainability with
those suppliers who account for our highest
carbon emissions to deep dive into understanding
where our suppliers are on their own sustainability
journey. Additionally, this year we have launched
our own internal Supplier Sustainability Ratings,
which use simple criteria to establish which of
our suppliers are at the beginning of their
sustainability journeys and which are advanced
and a leader in terms of targets, actions, initiatives
and reducing their own emissions. We have
published a Supplier Code of Conduct which
outlines Auto Trader’s stance on important
matters and our expectations of our suppliers.
IMPLEMENTING CONSUMER DUTY
The FCA’s Consumer Duty took effect on
31 July 2023, establishing higher standards of
consumer protection within financial services.
This Duty aligns well with our objectives of
enhancing transparency in the car buying
process, positioning us favourably to comply
with the requirements.
Following the successful execution of
our implementation plan, which included
collaboration with our internal audit partners to
conduct a readiness review in early 2023 and an
effectiveness review in March 2024, compliance
with the requirements of the Duty are now fully
embedded in our policies and procedures.
We are confident in our ongoing compliance with
the Duty and are well prepared to continue to
meet its requirements and adapt as necessary
as the FCA reviews the Duty rules during 2025.
FURTHER INFORMATION
To find out more about all of our governance
& compliance policies, please go online:
To find out more about how we are protecting our
customer and consumer data, please go online:
plc.autotrader.co.uk/esg/policies-reports
autotrader.co.uk/privacy-notice
plc.autotrader.co.uk/privacy-and-cookies
MODERN SLAVERY
We are committed to preventing slavery and
human trafficking in our business and supply
chains. We require the highest standards of
honesty and integrity in all our business dealings
and relationships. We will not tolerate the
mistreatment of people in our employment and
employed in our supply chain. We are opposed
to all forms of discrimination with respect to
employment and occupation, modern slavery,
human trafficking, forced or compulsory labour
and child labour in our business and supply chain.
Our Modern Slavery Act statements can be found
here: plc.autotrader.co.uk/media/atufuyrt/at_
modernslaverypolicy_2024.pdf. During 2025,
no incidents of modern slavery or human
rights abuse were identified or reported in our
business or supply chain.
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How we manage risk
Our risk
management
arrangements
Effective risk management supports
sustainable long-term growth aligned with
our purpose of Driving Change Together.
Responsibly.
The Board is responsible for determining
the nature and extent of the risks the Group
is willing to take to achieve its strategic
objectives. The Board is responsible for
establishing and maintaining effective risk
and internal controls frameworks and the
Audit Committee independently monitors
the frameworks’ effectiveness.
•
Career Kickstart Network
•
Parents’ Network
•
Ethnicity Network
•
LGBT+ Network
•
Disability & Neurodiversity
Network
•
Make a Difference Guild
•
Women’s Network
•
Wellbeing Guild
•
Social Mobility Network
•
Environmental Strategy
working group
•
Sustainability Network
•
Risk management
•
Internal control
•
FCA compliance
•
GDPR compliance
•
Legal team
•
Procurement
•
Cyber security team
•
Risk management
•
Internal control
•
FCA compliance
•
GDPR compliance
•
Legal team
•
Procurement
•
Cyber security forum
•
Disaster recovery steering
ENVIRONMENTAL STRATEGY
AUTO TRADER LEADERSHIP TEAM & SENIOR LEADERS
SUBSIDIARY BOARDS
AUTO TRADER GROUP PLC BOARD
SECOND LINE FUNCTIONS
Driving Change Together.
Responsibly
BOARD
ENGAGEMENT
GUILD
DISCLOSURE
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
AUDIT
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
EMPLOYEE GUILDS
& NETWORKS
•
External auditors
•
Internal auditors
•
Other external
assurance
THIRD LINE
SECOND LINE FORUMS
AND COMMITTEES
WORKING RESPONSIBLY
P29
GOVERNANCE OVERVIEW
P74
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FINANCIAL STATEMENTS
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How we manage risk
continued
PRINCIPAL RISKS AND UNCERTAINTIES
P65
OUR RISK MANAGEMENT PROCESS
We use a four-step process to manage principal
risks. The Auto Trader Leadership Team (‘ALT’)
and risk owners in the 1st Line of Defence identify,
assess, mitigate, and monitor their risks. They
report to the PLC Board on risk management
through our governance structure. The process
is summarised opposite.
RISK IN THE BOARDROOM
Our risk management process works hand-in-
hand with our strategy. Whilst the Board reviews
the Group’s risk register at least half-yearly, risk
is a factor considered within every agenda item
at every Board meeting. In the last year the
Board has discussed topics including changes
within automotive economy, our technology
strategy & cyber security, and the potential
impacts to the automotive finance market
which could arise from the ongoing legal
challenges surrounding commissions.
Board papers also capture considerations
of potential risks arising from new initiatives.
Accordingly, risk is an ever-present factor in
all decisions made by the Board. Our principal
risks have also been considered as part of the
material decisions made by the Board (see
page 19). The decision to the move to a new
office in 2026 is a step towards mitigation
of our Employees risk. The introduction of
Co-Driver is a mitigation to our Innovation
and Competition risks.
EFFECTIVE RISK MANAGEMENT
IDENTIFY
We identify key risks using a top-down and bottom-up approach through
three mechanisms:
•
The Board, ALT, senior managers and Group’s Governance, Risk and
Compliance (‘GRC’) team perform continuous horizon scanning.
•
Embedding 2nd Line Functions into teams executing strategic initiatives.
•
GRC-facilitated risk workshops with ALT and senior managers.
All new risks are captured on the Group risk register which is reviewed
by the Board at least half-yearly.
MONITOR, REVIEW & ASSURE
The key controls are monitored throughout our governance structure,
including:
•
Ongoing monitoring by 2nd Line Functions.
•
Monthly and quarterly 2nd Line Forums and Committees, including Risk
Forum, Cyber Security Forum, FCA Compliance, and Trust Forum.
•
A risk-based Internal Audit plan which delivers 4-5 assignments per year.
•
Other third-party and specialist monitoring and assurance.
The Board reviews the outcomes of assurance activities on an as-needed
basis. The Board also reviews the Group’s risk register at least half-yearly
and assesses the adequacy and effectiveness of mitigating actions in line
with our risk appetite.
ASSESS & QUANTIFY
All risks are evaluated to establish their root causes, the impact, the
likelihood of occurrence, and the time between the risk occurring and its
impact being felt. Risk assessments consider financial, reputational,
regulatory, customer, consumer, and operational impacts. Risks are then
categorised as:
•
Existential risks: those with the potential to cause fundamental change
within our organisation and wider industry.
•
Operational risks: those arising out of the existing business activities.
•
Emerging risks: those which relate to new initiatives, new products and
new laws and regulations.
RESPOND & MITIGATE
Assessing risks helps us to determine the most suitable mitigation plan.
Risk owners consider whether existing controls and mitigations reduce the
risk to an acceptable level. 2nd Line Functions provide support to ensure
that the response is consistent with our Group risk appetite. Additionally,
challenge on risk response is provided from 2nd Line Functions, Forums,
and Committees. If the residual level of risk after mitigation remains above
our risk appetite, then action plans are agreed to reduce the risk to an
acceptable level.
RISK APPETITE
The Board has assessed the principal risks Auto Trader faces, including those from our strategy and the wider market. It has set a risk appetite that guides our response
to these risks. Our risk appetite can be summarised as follows:
FLEXIBLE
Auto Trader acknowledges that, in some
circumstances, fast-paced and innovative
development of new products within the
technology space presents significant
opportunities and taking advantage of these
opportunities may result in financial loss. We
consider whether opportunities can outweigh
the downside risks, and therefore, in pursuit of
our strategic objectives, we are flexible about
taking risks which relate to product innovation,
addressing competitive threats, and/or
making the most of market opportunities.
CAUTIOUS
As we pursue our strategic objectives, we must
remain cognisant of the potential for them to have
conflicting impacts on our stakeholders, including
employees, suppliers and third parties, and the
environment. Owing to the potential for these risks
to have significant knock-on impacts across a
wide range of categories, we are cautious about
taking risks in relation to such areas.
AVERSE
We are averse to taking risks which conflict with our
values; risks which could damage our reputation;
risks which threaten the security of our systems
and technology; risks leading to a breach of laws,
regulations or financial covenants; and/or risks
which could compromise the organisation’s going
concern status. Across these categories we take
all reasonable steps to ensure our business
activities do not give rise to significant risk of
damage to our stakeholders, and in pursuing our
strategic objectives we are averse to exposing
ourselves to higher levels of risk knowingly.
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7
2
8
1
6
4
5
3
10
9
IMPACT (AFTER MITIGATIONS)
LIKELIHOOD (AFTER MITIGATIONS)
OUR PRINCIPAL RISKS IN 2025
The evolving risk landscape & emerging risks
Identification of new and emerging risks is crucial to
our risk management process. Details of each of our
principal risks can be found in the following pages 66
to 70 and we have summarised below the most
significant and material emerging risks:
The risk landscape is always evolving. Our strategy
is linked intrinsically to our principal risks and our
principal risks can be grouped into three categories:
1.
Risks to Auto Trader and the automotive retail
industry as a whole.
2.
Risks we face from external sources.
3.
Risks we face from internal sources.
The matrix below summarises our view for FY24 of
the extent to which the Group is exposed to each
of our principal risks:
RISKS WE FACE FROM EXTERNAL SOURCES
•
The competitive landscape is increasingly complex.
We continue to monitor potential threats posed by
our traditional competitors, as well as ‘big-tech’
players entering the automotive retail industry.
•
Within society, there is a trend towards increasing
political and societal polarisation and there is a risk
of societal discourse permeating into the workplace,
leading to a negative impact upon our culture.
•
The increasing prevalence of AI creates a new
cyber-attack vector. Criminals will continuously
seek more sophisticated and effective methods to
attack businesses, and we are continuously investing
in our defences.
RISKS AFFECTING THE AUTOMOTIVE INDUSTRY
•
Global tariffs could affect automotive supply chains,
which could lead to increased new car prices.
However, the new car segment of the UK automotive
industry may benefit from the tariffs if OEMs consider
the UK as an increasingly attractive place to sell.
•
EVs are making up an increasing proportion of new
car registrations, however pricing of EVs remains the
biggest barrier to mass adoption and the increased
sales of EVs have been driven largely by the fleet
segment. Recent changes to the ZEV mandate will
provide OEMs with greater flexibility as they work
towards 2030. We also expect that this change will
help to support overall registrations of new cars in
the UK which should bolster used car volumes in the
following years.
•
There is uncertainty about how the automotive finance
industry could be impacted by the investigation into
discretionary commission agreements (‘DCAs’).
Similarly, there is uncertainty about the potential
impacts of the Supreme Court’s hearing on
disclosure of commissions. The outcomes of this
hearing are expected during the summer of 2025.
Risks which could affect the wider industry
Risks we face from external sources
Risks we face from internal sources
RISKS WE FACE FROM INTERNAL RISKS
•
As we progress with our platform strategy, we are increasingly reliant on technology partners to help us to
service our customers. Ensuring that we maintain good relationships and communications with them is key
to providing the best possible service to our mutual customers.
•
Recent years have seen an increase in the number of automotive brands in the UK. There are now over 70
brands operating in the UK compared to 45 in 2019. There is an opportunity for us to support these brands by
introducing them to our audience and to provide our consumers with informative content about the vehicles
that these brands offer.
How we manage risk
continued
1
Macro risks
2
Automotive economy, market and business
environment
3
Legal and regulatory compliance
4
Competition
5
IT systems and cyber security
6
Employees
7
Brand and reputation
8
Failure to innovate
9
Climate change
10
Reliance on third parties and partners
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Principal risks and uncertainties
How we mitigate
our emerging
and principal risks
IDENTIFYING, ASSESSING, RESPONDING TO AND MONITORING
THE GROUP’S PRINCIPAL RISKS
The Board has carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten
its business model, future performance, solvency or liquidity.
The principal risks and uncertainties are detailed in this section.
Additional risks and uncertainties to the Group, including those that
are not currently known or that the Group currently deems immaterial,
may individually or cumulatively also have a material effect on the
Group’s business, results of operations and/or financial condition.
STRATEGIC PROGRESS
P13
KPIs
P22
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Principal risks and uncertainties
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
1. MACRO RISKS
RISK AND POTENTIAL IMPACT
In a connected, global industry, we are prone to the impacts of external events around the globe, as are our
customers and consumers. We consider there to be a threat to the short-to-mid-term performance of our
business posed by external, unpreventable, catastrophic and geo-political events. Such events could result
in our customers being unable to trade, leading to loss of revenue, stock, audience and market share.
KEY CHANGES AND OUTLOOK
•
Global tariffs are creating economic uncertainty. Whilst Auto Trader is not affected directly by global
tariffs, we remain wary of the potential knock-on impacts. Disrupted supply chains, for example, could
lead to heightened costs.
•
Global tariffs will likely impact our key stakeholders in the short term, especially OEMs. The tariffs could
even have a favourable impact on the UK automotive industry if OEMs see the UK as an increasingly
attractive location to sell new cars.
•
The conflict in Ukraine continues to have knock-on economic impacts in the UK, and the potential for
escalation of conflict in the Middle East remains a threat to supply routes between Asia and Europe.
•
Despite the increasingly uncertain geo-political landscape, we remain financially resilient to major shocks
and incidents. We continue to carry very low levels of debt, and our Syndicated RCF remains available to us.
HOW WE MANAGE THE RISK
•
We monitor external events continuously. The ALT and the Risk Forum both evaluate the ways in which
our business could be impacted from external events, both in the short term and in the longer term.
•
We continuously review our business continuity and crisis management arrangements to ensure that
they consider the impacts of external events, including those which might affect our customers.
•
Our business continuity plan (‘BCP’), IT disaster recovery plan (‘ITDR’), and wider crisis management
arrangements all set out the key steps required for us to respond to major events and restore operations
in the event of downtime.
•
Our crisis response team includes senior leadership and internal experts. Nominated delegates minimise
single person dependencies. Where necessary we also have external advisors available to support us in
our response.
•
Our crisis management arrangements are tested regularly via simulated crisis scenarios, and we capture
lessons learned to continually improve our crisis management arrangements.
Increasing
2. AUTOMOTIVE ECONOMY, MARKET AND BUSINESS ENVIRONMENT
RISK AND POTENTIAL IMPACT
An increase in the supply and/or a drop in consumer demand for new/used cars could lead to reduced
vehicle prices and therefore reduced retailer profitability. Higher costs and interest rates could lower
retailer profitability and reduce their advertising spend with Auto Trader. Reduced profitability could
lead to consolidation of retailers.
High cost of living and interest rates could affect car buyers’ ability to afford a change of vehicle,
affecting demand.
Mass adoption of the agency model, whereby manufacturers sell new vehicles directly to consumers with the
retailer acting as an agent facilitating the transaction, could lead to lower revenues for our retailer customers.
Further, manufacturers operating an agency model may not wish to use Auto Trader as an advertising channel.
A move towards agency, combined with other structural changes in the industry, could lead to the
consolidation of retailer forecourts.
KEY CHANGES AND OUTLOOK
•
New car supply was stable in FY25 but still below pre-pandemic levels.
•
Throughout much of FY25, consumer demand exceeded the supply of used cars, resulting in fast speed
of sale. However, our revenues did not fully benefit from this trend because retailers better utilised our
slot-based advertising model.
•
Despite the strong demand and low used car supply, year-on-year used car retail prices were stable
throughout FY25. This situation, coupled with intense competition for used car inventory and high trade
prices, created a challenging environment for our customers.
•
High operating costs, inflation, and high interest rates on stocking loans put financial pressure on
our customers.
•
Looking to the future, softening of the ZEV mandate targets should help with overall new car registrations,
supporting used car supply in the future years.
HOW WE MANAGE THE RISK
•
We monitor new and used car transactions closely, using data from SMMT and DVLA. We also monitor
behaviour on our marketplace and engage closely with our customers and consumers to assess
market health.
•
We use our own Auto Trader Retail Price Index and valuations data to monitor the pricing trends of used cars
by trade sellers.
•
We publish reports containing data and insights to help retailers understand the state of the
automotive market.
•
We adopt a partnership approach to support our customers in getting value from our products. By
democratising our data, we provide retailers with the tools to enable them to inform their stock sourcing
and pricing strategies.
•
We continuously enhance existing products and seek opportunities to develop new products to support
our customers.
•
Our culture of agility and innovation enables us to respond quickly to new and emerging threats
and opportunities.
Unchanged
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Principal risks and uncertainties
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
3. LEGAL AND REGULATORY COMPLIANCE
RISK AND POTENTIAL IMPACT
The Group operates in a complex regulatory environment. As we progress in executing our strategy, we are
likely to be exposed to increased legal and regulatory risks, particularly those relating to financial services
and data protection.
There is a risk that the Group, or its subsidiaries, fail to comply with legal and regulatory requirements. This
could lead to reputational damage, financial or criminal penalties and impact on our ability to execute our
strategic objectives.
KEY CHANGES AND OUTLOOK
•
We do not believe that Auto Trader will be directly or materially impacted by the recent Court of Appeal
judgment against certain automotive finance lenders, which is currently awaiting the result of an appeal
heard in April 2025 to the Supreme Court. We have made the relevant changes in our leasing journey to
disclose and capture consent for commissions. We do not expect further product changes to be required to
Deal Builder but continue to monitor the situation closely. Similarly, Auto Trader is not directly or materially
impacted by the current FCA investigation into the discretionary element of commission arrangements.
We believe that a technology enabled, transparent process for automotive finance will benefit car buyers,
lenders and retailers under all scenarios.
•
Changes to the regulatory landscape in the coming years include: the Economic Crime and Corporate
Transparency Act; the Digital Markets, Competition and Consumers Bill; and the Data (Use and Access) Bill.
Work is ongoing to ensure that we are compliant with all emerging laws and regulations. Changes to the
regulatory landscape in the coming years include: the Economic Crime and Corporate Transparency Act;
the Digital Markets, Competition and Consumers Bill; and the Data (Use and Access) Bill. Work is ongoing
to ensure that we are compliant with all emerging laws and regulations.
•
Continued scaling of Deal Builder and Leasing will heighten our exposure to the risks of non-compliance
with GDPR and FCA regulations and our Governance, Risk and Compliance (‘GRC’) team continues to
partner with product teams to build compliance into the design of our products.
•
The regulated entities within the Group continue to comply with the FCA’s Senior Managers & Certification
Regime and relevant individuals have been assessed and certified as Fit and Proper. All employees are
subject to the FCA’s Conduct Rules and have received appropriate training and guidance.
HOW WE MANAGE THE RISK
•
We continuously monitor the legal and regulatory landscape to identify and evaluate potential changes
in laws and regulations. We utilise external specialists for specialist advice where needed.
•
Our mature governance framework oversees our legal and regulatory risks. Governance forums receive
internal reporting on our compliance with the principles, rules, and guidance applicable to our regulated
activities. These forums then report to the Risk Forum.
•
Our Governance, Risk and Compliance team (‘GRC’) consists of legal and regulatory expertise. GRC are
embedded within the product development process to ensure that legal and regulatory compliance is built
into the design of products.
•
Regular ‘product reviews’ are performed by GRC to assess compliance with the FCA Consumer Duty.
•
Our suite of policies is reviewed regularly. These policies are supplemented by mandatory training for
all employees to ensure awareness of, and compliance with, regulatory requirements.
Unchanged
4. COMPETITION
RISK AND POTENTIAL IMPACT
External measures show that we are maintaining our position as the largest and most engaged
automotive platform.
Nevertheless, we remain wary of competitive threats, including big-tech and social media, who could develop
products which fundamentally disrupt the car buying journey, and/or provide superior retailer products. This
could lead to a loss of market share.
KEY CHANGES AND OUTLOOK
•
Large technology organisations such as Meta, Google, eBay, and Amazon continue to operate in segments
of the automotive sector.
•
Recent competitive developments include TikTok, who recently launched Automotive Ads. In the US,
Amazon launched Amazon Autos, and eBay acquired Caramel, and we are monitoring the potential for
them to expand their presence in the UK automotive sector. We also closely monitor the activities of our
traditional competitors.
•
Notwithstanding the increasingly complex competitive landscape, we have maintained our position as
the UK’s largest and most engaged automotive platform, with over 75% of all minutes spent on automotive
classified sites spent on Auto Trader.
HOW WE MANAGE THE RISK
•
Continued investment in our branding and marketing helps us to protect and grow our audience. This aims
to maintain our position as the most influential website for consumers when purchasing a vehicle.
•
We monitor competitor activity closely through monthly reporting and formal quarterly competitor reviews.
The competitive landscape is regularly reviewed at ALT and Board level.
•
We continue to invest in and develop our product offerings to ensure we offer value to consumers, retailers,
and manufacturers.
•
We work in an agile way which enables us to respond quickly to emerging competitive threats.
•
We work with OEMs to develop solutions to enable them to advertise their new car pipeline stock
on our website.
Increasing
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Principal risks and uncertainties
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
5. IT SYSTEMS AND CYBER SECURITY
RISK AND POTENTIAL IMPACT
As a digital business, we rely on our IT infrastructure to provide our services. A disruptive cyber security
and/or business continuity incident could lead to downtime of our systems and infrastructure.
Execution of our strategy also relies on us making appropriate investments in secure systems and
technologies. Failure to invest in appropriate technology and safeguards could lead to us failing to achieve
our objectives.
Delivery of our strategic objectives relies on us using data to provide valuable insights to customers.
A significant data breach, whether because of our own failures or a malicious cyber-attack, would lead
to a loss in confidence by the public, retailers and advertisers.
KEY CHANGES AND OUTLOOK
•
Our Cyber Security team and Disaster Recovery Forum have continued to monitor the number and severity
of incidents and vulnerabilities. We have not experienced any major or material disruptions or cyber-
attacks in the last year.
•
We continuously invest in our cyber defences, for example we are in the process of rolling out passkeys
for employees to authenticate onto their machines. We are also in the process of rolling out Mac laptops
to all our employees which will improve the efficiency of employees as well as improve our security.
•
We have reviewed and refreshed our data retention and deletion policies. This will reduce the amount
of data that we hold, reducing the risk of data breaches.
•
We have migrated from NIST version 1.1 to version 2.0. Our Cyber Security Forum monitors the maturity
of our cyber framework and security remains central to the design of all our products and services.
HOW WE MANAGE THE RISK
•
We have a BCP and ITDR which are regularly reviewed and tested.
•
We continuously monitor the availability and resilience of processing systems and services.
•
All our systems are cloud-based which heightens both our resilience to incidents, and our ability to recover
quickly and efficiently.
•
We have dedicated security teams, including white hat hackers, who carry out regular penetration testing
of our systems to identify and fix potential vulnerabilities.
•
All employees undergo IT security awareness training on at least an annual basis.
•
We have embarked upon a multi-year project to upgrade our internal systems used by our customer and
consumer support teams.
•
We adopt the NIST 2.0 Cyber Security Framework to manage and reduce cyber security risks. Our cyber
security framework includes control activities such as firewalls to prevent external access, multi-factor
authentication, conditional access, third-party application security, regular application penetration
testing, and data minimisation and retention policies.
Increasing
6. EMPLOYEES
RISK AND POTENTIAL IMPACT
To enable us to achieve our strategic objectives it is important that we continue to attract, retain and motivate
a highly skilled workforce, including those with specialist skillsets in data and technology.
Delivery of our strategy is also dependent on us building a diverse, inclusive and representative workforce, a
supportive, collaborative culture, and a safe environment, all of which will enable optimum performance from
all our employees.
KEY CHANGES AND OUTLOOK
•
Our Company values, which were refreshed in FY24, have now embedded fully across Auto Trader
and Autorama.
•
In FY25 we evolved our organisational structure. This aims to heighten collaboration, efficiency, and
opportunities for employees. Each Community has a Leadership Team who have delegated responsibility
for operational matters within their Community / Collective.
•
We also increased the size of our Auto Trader Leadership Team. This brings further diversity and expertise
from around our business, including additional Product and Engineering skills.
•
We have evolved our People Manager Hub to provide additional resources, tools, and guidance to People
Managers. This will empower them to fulfil their responsibilities and to help develop all of our employees.
•
However, across society there is increasing political and societal polarisation, and this has the potential
to affect our employees and potentially have an impact on our culture. Nevertheless, employee attrition
remains low and engagement remains high. Our Glassdoor rating is 4.6 out of 5.
HOW WE MANAGE THE RISK
•
A values-led culture is embedded throughout the organisation and is central to our recruitment, induction,
training and development processes.
•
Active succession planning and career development for key roles and senior executives. These are
coupled with long-term incentive plans for senior staff, including incentives linked to diversity, inclusion
and sustainability.
•
Regular employee engagement surveys and monitoring of Glassdoor ratings, coupled with an all-employee
share award, aim to heighten retention and engagement of all employees.
•
We have regular business updates, networks, guilds and all-employee conferences to maintain
engagement.
•
Career development plans aimed at developing all employees, especially those with ambitions to reach
senior leadership. Talent development is part of the Terms of Reference of the Nomination Committee.
•
Diverse Talent Accelerator and Inclusive Leadership programmes equip our employees, people leaders
and future leaders with the skills to lead diverse teams.
•
Health and Safety Committee reports to Risk Forum to ensure that all employees are working in a safe
environment.
•
Monitoring how Connected Working affects engagement, inclusion, employee safety and productivity.
Any overseas working must be approved by People Operations to ensure the safety of our employees,
security of our systems and compliance with all relevant laws and regulations.
Increasing
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Auto Trader Group plc
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Principal risks and uncertainties
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
7. BRAND AND REPUTATION
RISK AND POTENTIAL IMPACT
Our brand is one of our biggest assets. Our research shows that we are the largest and most trusted
automotive classified brand in the UK. Failure to maintain and protect our brand, and/or negative publicity
affecting our reputation could diminish the confidence that retailers, consumers, and advertisers have in
our products and services. This could result in a reduction in audience and revenue.
KEY CHANGES AND OUTLOOK
•
In line with our ambitions in New Car, in August 2024 we launched a major marketing campaign focused
on driving buyers of new cars to our site.
•
Our Customer Security team has continued to work proactively to block unscrupulous and potentially
fraudulent activity on our website. The level of fraud remains low and our Trustpilot rating remains high
at 4.7 out of 5.
•
We have expanded our use of AI to improve our prevention and detection of potential frauds and scams,
and this will continue to evolve in the coming years.
•
We have continued to work with players in the industry to collectively fight against unscrupulous
behaviours. We work closely with law enforcement to help them to prevent and investigate potentially
criminal behaviour.
•
We have reviewed and refreshed our crisis management plans to ensure that we are well prepared to
respond in the event of a major incident.
HOW WE MANAGE THE RISK
•
We invest in new and innovative marketing campaigns and new ways of engaging car buyers to continue
to maintain brand awareness, and to change perceptions of Auto Trader to be a destination for new cars
as well as used.
•
We have a clear and open culture with a focus on trust and transparency and Community is at the heart
of our values.
•
Our Customer Security team proactively monitors our website to identify and quickly remove fraudulent
or misleading adverts. Customer Security also works proactively with retailers, law enforcement and
authorities, and the wider industry to highlight potential security concerns.
•
Our approach to cyber security and data protection helps to protect us from the adverse impact of a
significant data breach or cyber-attack. We also have mature breach reporting and crisis management
programmes that enable us to identify, escalate and appropriately handle any emerging issues that
could result in reputational damage.
Unchanged
8. FAILURE TO INNOVATE: DISRUPTIVE TECHNOLOGIES AND
CHANGING CONSUMER BEHAVIOURS
RISK AND POTENTIAL IMPACT
The automotive industry is changing. Should we fail to innovate our business and product offerings, we could
lose relevance with our key stakeholders, including consumers and customers.
It is crucial that we develop and implement new products, services and technologies safely and responsibly,
and adapt to changing consumer behaviour towards car buying and ownership.
Failure to provide both customers and consumers with the best possible products and online journey,
including an online buying experience, could lead to reduced website traffic and loss of revenue.
KEY CHANGES AND OUTLOOK
•
We have continued to scale Deal Builder. We now have c.2k retailers and c.84k vehicles on this product
and feedback remains strong. Our future plans for Deal Builder involve increased marketing to consumers
to help accelerate the uptake of the product.
•
We have launched Co-Driver, a suite of customer-facing generative AI products which are designed to help
retailers place high-quality adverts whilst at the same time reducing the time it takes to place an advert. We
have also been working with technology partners to enable retailers to use Co-Driver within their own systems.
•
We are investing in the growth of our Product and Tech Community. This will increase our agility, and the
speed at which we can develop and deploy products. Our software development process continues to
receive significant investment which enables us to design, build, and deploy software quickly, efficiently,
and securely. We have deployed over 89k software releases in the last year.
HOW WE MANAGE THE RISK
•
Continuous research into changing consumer behaviour, regular horizon scanning of competitive threats,
monitoring of emerging trends and use of external resources when needed.
•
We engage and maintain regular contact with digital marketplaces around the world, both automotive and
non-automotive, to enable peer-to-peer sharing of good practice.
•
We continuously work collaboratively with all key stakeholders to ensure that we are aware of their needs
and challenges. Doing so helps us to identify the best possible solutions for them.
•
An inclusive and diverse workforce enables us to maximise creativity and performance, leading to innovation.
•
An agile and collaborative culture, as well as continuous investment in technology, maximises innovation.
•
Dedicated workstreams as part of all our strategic priorities. These workstreams are aimed at developing
the best products to meet the needs of the consumer and customer.
Unchanged
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Principal risks and uncertainties
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
10. RELIANCE ON THIRD PARTIES AND PARTNERS
RISK AND POTENTIAL IMPACT
To achieve our strategic objectives, we are reliant on partners to support certain product initiatives,
for example having lenders integrated with our Deal Builder journey is a key dependency.
We also rely on third parties to support our technology infrastructure, to supply vehicle data and financing,
and in the fulfilment of some of our revenue generating products. Consequently, it is important that we
manage relationships with, and performance of, key suppliers and strategic partners.
KEY CHANGES AND OUTLOOK
•
Retailers can use Auto Trader’s systems to access our services and data, whereas others use third-party
technology systems that we have integrated with. We continue to work with these technology partners
to enable our customers to use our platform capabilities.
•
Our strategy remains dependent upon working successfully with a wide range of technology partners and
this is a critical focus of our new Professional Services Collective.
•
Our Vehicle Check product has successfully rolled out and enables us to obtain directly from source, rather
than via a third party.
•
Despite the ongoing geo-political uncertainties over the last year, our supplier-base has remained resilient
over the last year. We have not experienced any major disruption or downtime arising from suppliers.
HOW WE MANAGE THE RISK
•
Our strategic approach is to build and develop tools and systems ourselves, rather than rely on outsourcing.
•
Where possible, we limit reliance on single suppliers to reduce single points of failure.
•
We maintain a list of critical suppliers and have contingency plans to respond quickly in the event of
disruption.
•
Contracts and service level agreements are in place with all key suppliers. New relationships go through
a robust procurement and legal review process and are subject to regular review.
•
We carry out due diligence on our key suppliers and partners at the onset of the relationship and
throughout the life of these relationships. This includes financial viability, resilience and alignment
with our values and culture.
•
We seek to develop strong commercial relationships with our partners and regularly explore ways of
working together even more effectively. We monitor the performance of partners and suppliers to ensure
continued quality and uptime.
Unchanged
9. CLIMATE CHANGE
RISK AND POTENTIAL IMPACT
The automotive industry is a high contributor to emissions, and so there is pressure from consumers and
the Government for the industry to reduce its environmental impact. Failure to deliver on our environmental
commitments could negatively impact our brand as a responsible business.
Failure to overcome the challenges caused by the shift from internal combustion engines (‘ICE’) to electric
vehicles (‘EVs’) could inhibit their take-up. Factors include the purchase price of EVs, potential for
improvements in public transport, new and expanded emissions zones, increasing taxes on EVs, and consumer
uncertainty over the residual value of EVs.
Changing and more stringent regulatory requirements could increase our cost base. Increased frequency and
severity of extreme weather events could lead to heightened costs, including costs associated with heating/
air conditioning, insurance and cloud infrastructure. Extreme weather events could also lead to short-term
closure of retailer forecourts (for example, due to flooding).
KEY CHANGES AND OUTLOOK
•
The Labour Government has reinstated the 2030 ban on new ICE vehicles and extended the phase out date
for hybrid vehicles to 2035. New EV sales in the UK accounted for 19.6% of new car registrations in 2024,
below the ZEV mandate’s 22%. However, OEMs avoided fines by purchasing credits from other OEMs and/or
borrowing credits from future years.
•
Fleet purchases drove sales of new EVs in 2024. OEMs applied discounts on new EVs in 2024, and whilst we
expect this to continue into 2025, the softening of the ZEV mandate will provide OEMs with more flexibility in
their transition to EVs.
•
Price disparity between ICE and EVs remains the primary barrier to mass-adoption of EVs. Other factors
include price inequality between public and private charging, and the availability and reliability of public
EV charging.
•
Introduction of Mac laptops to our employees will reduce our own climate impact.
•
Updated data retention policies will also lower our data storage and energy usage.
HOW WE MANAGE THE RISK
•
We are evolving our marketplace to provide consumers with information about EVs. A cross-functional
team is focusing on helping consumers make environmentally friendly vehicle choices.
•
We lobby Government and share our data and insights to help guide policy on how to decarbonise the
automotive industry.
•
As part of our climate commitments, we are focusing, not just on our own carbon footprint, but positively
supporting the industry to decarbonise. Our partnership with the Carbon Literacy Project provides training
and insights to employees and external stakeholders.
•
Our Corporate Responsibility Committee oversees our environmental commitments, and work to reduce
our carbon emissions continues.
•
We evaluate the environmental record and commitments of suppliers within our procurement processes.
•
By digitising the automotive retail sector, we provide customers and consumers with purchasing options
should extreme weather events lead to short-term retailer forecourt closures.
Decreasing
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Principal risks and uncertainties
continued
Viability statement
In accordance with the UK Corporate Governance Code 2018 (the ‘Code’), the Directors have assessed the prospects and
viability of the Group over a period significantly longer than 12 months from the approval of these financial statements.
ASSESSMENT OF PROSPECTS
The Group’s overall business model and strategy,
as set out on pages 12 to 13, are central to
assessing its future prospects. The Group’s aim
is to continue growing its marketplace, which
includes playing a larger role in new car sales and
advertising, to surface the power of artificial
intelligence (‘AI’) which will enhance our existing
data products, and to move more of the car
buying process online.
As such, key factors likely to affect the future
development, performance and position of the
Group are:
•
data and technology: continuous investment
is made in developing platform and AI
technologies which lead to improvements
for consumers, retailers and manufacturers;
•
market position: the Group is the UK’s largest
and most engaged automotive marketplace,
with the largest volume of in-market car buyers
and the most influential website a consumer
visits when purchasing a vehicle; and
•
people: continued success and growth are
dependent on the ability to attract, retain
and motivate a highly skilled and diverse
workforce, including those with expertise
in data and technology.
The Board has determined that a period of five
years to March 2030 is the most appropriate
period to provide its viability statement as:
•
it allows consideration of the longer-term
viability of the Group;
•
it being more aligned with the Group’s
strategic planning process; and
•
it reflects reasonable expectations in
terms of the reliability and accuracy of
operational forecasts.
The Group’s prospects are assessed primarily
through its strategic planning process. This
process includes an annual review of the
ongoing plan, led by the Group CEO and CFO
through the Auto Trader Leadership Team (‘ALT’)
and in conjunction with relevant functions. The
Board participates fully in the annual process
and has the task of considering whether the plan
continues to take appropriate account of the
external environment including technological,
social and macro-economic changes.
The output of the annual review process is a set
of objectives which collectively form our three
strategic focus areas and our Environmental,
Social and Governance (‘ESG’) strategy, an
analysis of the risks that could prevent the plan
being delivered, and the annual financial budget.
The latest updates to the plan were finalised
in March 2025, which considered the Group’s
current position and its prospects over the
forthcoming year. Progress against this plan is
reviewed monthly by both the ALT and the Board.
Detailed financial forecasts that consider
customer numbers, stock levels, ARPR, revenue,
profit, cash flow and key financial ratios have
been prepared for the five-year period to March
2030. Funding requirements have also been
considered, with particular focus on the ongoing
compliance with covenants attached to the
Group’s Syndicated Revolving Credit Facility
(‘Syndicated RCF’). The first year of the financial
forecasts is based off the Group’s 2026 annual
financial budget. The following years are
prepared in detail and are flexed based on the
actual results in year one.
The key assumptions in the financial forecasts,
reflecting the overall strategy, include:
•
sustained growth in our marketplace, as we
continue to develop our platform and invest
in our search experience;
•
growth in the use of our data, being the
industry standard platform and further
embedding our data into the automotive
ecosystem, giving buyers and retailers
up-to-date insight;
•
growth in digital retailing, as we continue
to evolve both our products and consumer
experience, bringing more of the car buying
process online; and
•
increase in costs largely through salaries as
the Group continues to grow, supporting and
developing new products.
These key assumptions are reflected in the
Group’s emerging and principal risks and
uncertainties, which are set out on pages 65 to 70
and over which the Directors have carried out a
robust assessment. The purpose of the principal
risks is primarily to summarise those matters that
could prevent the Group from delivering on its
strategy, including those that would threaten its
business model, future performance, solvency,
and liquidity. A number of other aspects of the
principal risks – because of their nature or
potential impact – could also threaten the Group’s
ability to continue in business in its current form
if they were to occur. This was considered as part
of the assessment of the Group’s viability, as
explained on the following page.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
71
Auto Trader Group plc
Annual Report and Financial Statements 2025
Principal risks and uncertainties
continued
ASSESSMENT OF VIABILITY
The output of the Group’s strategic and financial planning process detailed previously reflects the
Board’s best estimate of the future prospects of the business. To make the assessment of viability,
however, additional scenarios have been modelled over and above those in the ongoing plan, based
upon a number of the Group’s principal risks and uncertainties which are documented on pages 65
to 70. These scenarios were overlaid into the plan to quantify the potential impact of one or more of
these crystallising over the assessment period.
While each of the Group’s principal risks has a potential impact and has therefore been considered as
part of the assessment, only those that represent severe but plausible scenarios have been modelled
through the Plan. These were as follows:
Scenario modelled
Links to principal risks
Scenario 1: Severe macro-economic shock
As rising economic uncertainty and increasing geo-political volatility creates
macro-economic instability, this scenario assesses the impact of an adverse
macro-economic shock, similar to the last global financial crisis. This could
have a significant impact on the automotive supply chain and impact
consumer demand, resulting in the Group’s customers being unable to trade
profitably, leading to loss of revenue, stock, audience and market share.
Revenue assumptions:
Economic downturn lasting two years and c.30% of
retailers cease trading. Underlying average revenue per retailer (‘ARPR’)
decline through a loss of stock as retailers’ budgets are constrained, leading
to a c.40% decrease in Trade revenue. A c.40% decrease in all other revenue
streams and a c.10% decrease in Autorama revenue were assumed due to
reduced demand and consumer confidence. Modest recovery was assumed
from financial year ended March 2028.
Cost assumptions:
Cost of sales and marketing decreased in line with revenue.
Risk 1:
Macro risk
Risk 2:
Automotive economy,
market and business environment
Scenario 2: Ransomware attack
A ransomware attack could result in the loss of data and downtime of the
Group’s systems and infrastructure. This would result in reduced revenue and
associated additional costs of regulatory fines, remediation and reputational
damage. This scenario assumes a ransomware attack resulting in the
maximum General Data Protection Regulation (‘GDPR’) fine (4% of Group
revenue), coupled with a significant level of reputational damage to the
Group’s brand. This diminishes confidence in the Group’s products and
services, resulting in a reduction in audience and revenue.
Revenue assumptions:
A severe reduction was modelled through Trade
revenue, resulting in an initial c.30% decrease in revenue driven by a shock
loss of retailers. A c.30% decrease in all other revenue streams and a c.10%
decrease in Autorama revenue were assumed due to loss of consumer and
partner confidence in the Group’s brand. Group performance assumed to
stabilise in financial year ended March 2027 before gradual recovery from
financial year ended March 2028 as a result of the work done to restore brand
confidence and implement technical fixes.
Cost assumptions:
Cost of sales decreased in line with revenue. Overheads
increased due to the regulatory fine for the data breach (maximum fine of
4% assumed), technical fixes, consultancy costs, and remediation costs.
Marketing spend increased as a percentage of revenue in earlier years to
counter reputational damage.
Risk 3:
Legal and regulatory
compliance
Risk 5:
IT systems and cyber
security
Risk 7:
Brand and reputation
Scenario modelled
Links to principal risks
Scenario 3: Increased competition
This scenario assumes a change in the competitive landscape as a result of
the takeover of a competitor by a well-capitalised third party or the entry of
a new player. The competitor could develop a superior consumer experience
or retailer products. This could disrupt the Group’s total market share and
change retailer behaviour, impacting the Group’s ability to grow revenues due
to a reduction in retailer numbers and/or impact underlying ARPR due to a loss
of pricing power.
Revenue assumptions:
Approximately 10% of retailers are lost in FY26, with
underlying ARPR reducing through a loss of stock and pricing power, resulting
in a c.25% decrease in Trade revenue over two years. A c.35% decrease in
all other revenue streams and a c.10% decrease in Autorama revenue was
assumed due to a decline in volumes and margins as a result of increased
competition. Gradual recovery was assumed through retailers from financial
year ended March 2028 as new products and packages are developed to
counter the competitive threat.
Cost assumptions:
Marketing spend increased as a percentage of revenue in a
bid to counter competitive threat. Cost of sales decreased in line with revenue.
Risk 2:
Automotive economy,
market and business environment
Risk 4:
Competition
Risk 8:
Failure to innovate:
disruptive technologies and
changing consumer behaviours
Scenario 4: Combination of all three scenarios as above
This is seen as a worst-case scenario, and highly unlikely.
All of those listed in other
scenarios
SYNDICATED REVOLVING CREDIT FACILITY (‘SYNDICATED RCF’)
The above scenarios consider the bi-annual covenants attached to the Group’s Syndicated RCF,
ensuring thresholds are met. The scenarios are hypothetical and severe for the purpose of creating
outcomes that have the ability to threaten the viability of the Group.
The results of the stress testing demonstrated that due to the Group’s significant free cash flow,
access to the Syndicated RCF and the Board’s ability to adjust the discretionary share buyback
programme, it would be able to withstand the impact of any of these scenarios, remain cash
generative and meet the obligations of its debt facility.
VIABILITY STATEMENT
Based on their assessment of prospects and viability above, 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 five-year period ending March 2030.
GOING CONCERN
The Directors also considered it appropriate to prepare the financial statements on the going concern
basis, as explained in the Basis of preparation paragraph in note 1 to the financial statements.
The Company’s Strategic report, set out on pages 1 to 72, was approved by the Board
on 29 May 2025 and signed on its behalf by:
Nathan Coe
Chief Executive Officer
29 May 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
72
Auto Trader Group plc
Annual Report and Financial Statements 2025
Governance
How our business is governed in the best interests
of our shareholders in alignment with the Code.
74
Governance overview
77
Board of Directors
79
Corporate governance statement
84
Report of the Nomination Committee
87
Report of the Audit Committee
92
Report of the Corporate Responsibility Committee
95
Directors’ remuneration report
109
Directors’ report
73
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Following 2025 AGM
At March 2025
3
4
2
5
2
2
0-3 years
3-6 years
6-9 years
Following 2025 AGM
At March 2025
6
3
5
4
Women
Men
Following 2025 AGM
At March 2025
2
7
2
7
Ethnically diverse Directors
White Directors
Following 2025 AGM
At March 2025
5
3
1
5
3
1
Independent
Executive
Chair
Governance overview
Auto Trader is committed to upholding
high standards of corporate governance
and complies in full with the UK Corporate
Governance Code 2018 (‘the Code’).
COMPLIANCE WITH THE UK CORPORATE
GOVERNANCE CODE
These reports detail our governance policies
and procedures, and how we have applied the
principles and provisions of the UK Corporate
Governance Code 2018 (the ‘Code’). The Code
is available on the Financial Reporting Council
website at frc.org.uk.
The Board considers that the Company complied
with all provisions set out in the UK Corporate
Governance Code 2018 during the year. The
following pages, including the Committee reports,
outline our governance arrangements, and detail
how we have met the Code requirements.
Dear shareholders,
The Board acknowledges the revisions to the
Corporate Governance Code announced by the
Financial Reporting Council (‘FRC’) in 2024, which
will apply to Auto Trader in the coming financial
years. Preparations are underway to ensure we
will be compliant with the new requirements,
including Provision 29 around the effectiveness
of our material internal controls.
PLANNED LEADERSHIP SUCCESSION
As the Corporate Governance Code provides
that there is a deemed loss of independence
after nine years’ service, over the past 18 months
three of our Non-Executive Directors have
reached the end of their third three-year terms
and so succession planning has continued to
be an area of focus in the year. At our AGM on
19 September 2024, Non-Executive Directors,
David Keens and Jill Easterbrook, did not stand
for re-election, in line with expectations, having
both served their third three-year term. We are
grateful for David and Jill’s contribution as
Non-Executive Directors and highly effective
1.
As per the Parker Review, a Director was defined as being ethnically diverse if they identified as Asian, Black, Mixed or Other.
2.
Refers to the period since appointment to the PLC Board.
Gender diversity
Length of tenure
2
Ethnic diversity
1
Independence
Committee Chairs. As previously stated, at the
conclusion of the AGM, Geeta Gopalan who
joined the Board on 1 May 2024 was appointed as
Senior Independent Director and Remuneration
Committee Chair, and Amanda James who joined
the Board on 1 July 2024 was appointed as Audit
Committee Chair.
Jeni Mundy will come to the end of her third
three-year term in 2025, and therefore will not
stand for re-election at the 2025 AGM. Sigga
Sigurdardottir will also be stepping down at the
2025 AGM as she comes to the end of her second
three-year term.
As previously announced on 16 May 2025, the Board
approved the appointment of Megan Quinn and
Adam Jay with effect from 1 July 2025. Megan
will be appointed as Corporate Responsibility
Committee Chair at the conclusion of the 2025
AGM subject to shareholder approval. The
Nomination Committee report on page 84 sets out
these changes in more detail, including the process
to identify and appoint the successful candidates.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
74
Auto Trader Group plc
Annual Report and Financial Statements 2025
AUTO TRADER LEADERSHIP TEAM & SENIOR LEADERS
SUBSIDIARY BOARDS
AUTO TRADER GROUP PLC BOARD
DISCLOSURE
COMMITTEE
REMUNERATION
COMMITTEE
NOMINATION
COMMITTEE
AUDIT
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
INDUCTION
As a result of implementing our succession plan
and refreshing the make-up of the Board, the
induction process has become even more crucial
for helping new Board members quickly and
effectively understand the business. For more
detailed information, see the induction process
on page 82.
BOARD ACTIVITIES
Key items on the Board agenda can be found in
the table on page 81. In addition to the scheduled
meetings, the Board met for its annual two-day
deep dive into the long-term strategy and
business plans. The strategy days are used to
look further into the future and to explore topics
or trends that we believe will impact the business
over a longer time horizon. In October 2024, time
was spent reflecting on the wider automotive
ecosystem in which we operate, how it has
evolved over the last decade and how we expect
it will evolve over the coming decade given
current market trends.
ANNUAL GENERAL MEETING
Our Annual General Meeting (‘AGM’) will be held
at 11:00am on Thursday 18 September 2025 at 4th
Floor, 1 Tony Wilson Place, Manchester, M15 4FN.
The other Directors and I will join the meeting
either in person or by telephone. We strongly
encourage all shareholders to cast their votes
by proxy, and to send any questions in respect
of AGM business to ir@autotrader.co.uk.
Matt Davies
Chair
29 May 2025
Governance overview
continued
Driving Change Together.
Responsibly
A ROBUST CORPORATE GOVERNANCE FRAMEWORK
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
75
Auto Trader Group plc
Annual Report and Financial Statements 2025
COMPLIANCE WITH THE 2018 CODE
The Company has complied in full with all provisions of the 2018
Corporate Governance Code during the year as referenced below:
BOARD LEADERSHIP AND COMPANY PURPOSE
The Board is responsible for ensuring that
the Group has a clearly defined purpose,
business model, strategy and objectives to
generate long-term sustainable value. It also
assesses and monitors culture and how this
has been embedded, and aligned with our
values and behaviours.
The Strategic report, which can be found on
pages 1 to 72, sets out the Group’s purpose,
strategy, objectives and business model.
Details of how the Board assesses and
monitors culture can be found on page 79.
The Board’s engagement and interactions
with employees, shareholders and other
stakeholders are described in detail on
pages 18 to 21 and page 79.
COMPOSITION, SUCCESSION AND EVALUATION
The Board has established a Nomination
Committee, chaired by Matt Davies, with
all other members comprising Independent
Non-Executive Directors. The main
responsibilities of this Committee are
to keep under review the structure, size
and composition of the Board and its
Committees; to identify and nominate
candidates for appointment to the Board;
and to ensure that there are formal and
orderly succession plans in place. During
the year, the Committee also arranged an
internally facilitated review of the Board,
its Committees and individual Directors.
The work of the Committee is described on
pages 84 to 86.
DIVISION OF RESPONSIBILITIES
The responsibilities of the Chair, Chief
Executive Officer, Senior Independent
Director, Non-Executive Directors and
Company Secretary are set out on page 80.
The Board has adopted a formal schedule
of matters reserved for its approval and has
delegated other specific responsibilities to
its Committees. The schedule sets out key
aspects of the affairs of the Company which
the Board does not delegate and is reviewed
at least annually. Each Committee has
formally approved Terms of Reference which
are reviewed and approved at least annually,
or more frequently as circumstances require.
Details are published on our website at plc.
autotrader.co.uk/investors.
At 31 March 2025, the Board consisted of
the Non-Executive Chair, five Independent
Non-Executive Directors and three Executive
Directors. As part of our long-term
succession planning, two new Independent
Non-Executive Directors have been
appointed, Megan Quinn and Adam Jay
from 1 July 2025. Jeni Mundy and Sigga
Sigurdardottir, existing Independent
Non-Executive Directors since 2016 and 2019
respectively, will not stand for re-election
at the 2025 AGM. Therefore the Board will
continue to comprise majority Independent
Non-Executive Directors.
The Board and its Committees have an
appropriate balance of skills, experience
and knowledge of the Group to enable them
to discharge their respective duties and
responsibilities effectively.
Refer to page 81 for details of Board and
Committee meetings and attendance, and to
the biographies on pages 77 to 78 for details
of Board members’ external commitments,
all of which were approved by the Board.
AUDIT, RISK AND INTERNAL CONTROL
The Board has established an Audit
Committee, chaired by Amanda James and
comprised entirely of Independent Non-
Executive Directors. The Board Chair is not a
member of the Committee. The Committee
has defined Terms of Reference which
include assisting the Board in discharging
many of its responsibilities with respect to
financial and business reporting, risk
management, internal control, internal audit
and external audit.
The work of the Committee is described on
pages 87 to 91.
The Company does not have a separate
Risk Committee; the Board is collectively
responsible for determining risk appetite, and
the nature and extent of the principal risks
it is willing to take in achieving its strategic
objectives. Refer to page 89 for details of
the evaluation of the risk management and
internal control framework, and to pages 62
to 70 for details of risk management and the
principal risks facing the Company.
REMUNERATION
The Board has established a Remuneration
Committee, chaired by Geeta Gopalan and
comprised entirely of Independent Non-
Executive Directors. The Remuneration
Committee is responsible for determining
the Remuneration Policy, and for setting
remuneration for the Executive Directors,
the Chair and senior employees; for
monitoring the remuneration policies for
the wider organisation; and for ensuring
the alignment of reward with the culture of
the organisation. The work of the Committee
is described on pages 95 to 108.
Governance overview
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
76
Auto Trader Group plc
Annual Report and Financial Statements 2025
N
D
D
R
A
CR
N
A
R
CR
N
Board of Directors
Responsible Board leadership
SKILLS AND EXPERIENCE
Matt joined Auto Trader as Chair
Designate with effect from 1 July
2023, and was formally appointed
as Company Chair with effect from
the 2023 AGM.
Matt brings a wealth of UK retail,
digital and brand experience. He is
currently Chair at Greggs plc where
he was appointed in August 2022,
and Chair of Travel Counsellors.
Matt was formerly the Chair
of N Brown Group plc and a
Non-Executive Director of Dunelm
Group plc, and was formerly the
Chair of privately owned business,
Hobbycraft. In his executive career,
Matt was previously the CEO of
Tesco UK & ROI from 2015 to 2018,
before which he held CEO positions
at Pets at Home and Halfords. Matt
is a qualified Chartered Accountant
and had early career corporate
finance experience with Rothschild.
APPOINTED TO PLC BOARD
July 2023
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
•
Greggs plc
Matt Davies
Chair
SKILLS AND EXPERIENCE
Nathan was first appointed to the
Board as Chief Operating Officer
(‘COO’) in April 2017 and as Chief
Financial Officer (‘CFO’) in July 2017.
Nathan was appointed Chief
Executive Officer (‘CEO’) in
March 2020.
Nathan joined Auto Trader in 2007
to support the transition from a
magazine business to a digital
business. Prior to his appointment
to the Board, Nathan was the joint
Operations Director, sharing
responsibility for the day-to-day
operations of the business.
Prior to joining Auto Trader, Nathan
was at Telstra, Australia’s leading
telecommunications company,
where he led Mergers and
Acquisitions and Corporate
Development for its media and
internet businesses. He was
previously a consultant at PwC,
having graduated from the University
of Sydney with a B.Com (Hons).
APPOINTED TO PLC BOARD
April 2017
INDEPENDENT ON APPOINTMENT?
N/A
EXTERNAL PLC APPOINTMENTS
None
Nathan Coe
Chief Executive Officer
SKILLS AND EXPERIENCE
Catherine joined Auto Trader in
August 2017 and was appointed as
Chief Operating Officer in May 2019.
Catherine is responsible for
the day-to-day operations of
Auto Trader’s business. She is also
focused on guiding the Group’s
strategy and development.
Prior to this, Catherine was Chief
Operating Officer at Addison Lee,
Corporate Development Director
at Trainline and a Director at Close
Brothers Corporate Finance.
Catherine is also a Non-Executive
Director and Chair of the ESG
Committee for Allegro.eu Group.
Catherine graduated from the
University of Durham with a BA
in Economics and is a qualified
Chartered Accountant, training
at PwC.
APPOINTED TO PLC BOARD
May 2019
INDEPENDENT ON APPOINTMENT?
N/A
EXTERNAL PLC APPOINTMENTS
•
Allegro.eu Group
Catherine Faiers
Chief Operating Officer
SKILLS AND EXPERIENCE
Jamie joined Auto Trader in 2012
and was appointed CFO in March
2020. Prior to this he was Auto
Trader’s CFO-Designate and
Deputy CFO. During his time at
Auto Trader, Jamie has worked in
a variety of different roles across
finance, covering commercial
finance, financial reporting,
pricing and investor relations.
Jamie initially worked as a freight
derivatives broker for inter-dealer
broker GFI. Jamie left to join
a start-up company, Swapit,
developing a children’s online
swapping and trading community,
that was subsequently acquired
by Superawesome.
Jamie graduated from Bristol
University with a BSc in economics
and economic history and is a
qualified Chartered Management
Accountant.
APPOINTED TO PLC BOARD
March 2020
INDEPENDENT ON APPOINTMENT?
N/A
EXTERNAL PLC APPOINTMENTS
None
Jamie Warner
Chief Financial Officer
SKILLS AND EXPERIENCE
Geeta was appointed as a
Non-Executive Director to the
Board effective 1 May 2024 and
was appointed as Senior
Independent Director and
Remuneration Committee Chair
with effect from the 2024 AGM.
Geeta currently serves as a
Non-Executive Director of Natwest
Group plc, Funding Circle plc,
Intrum AB and as a Trustee of The
Old Vic Theatre. She previously
served as a Non-Executive Director
of Virgin Money UK PLC, Dechra
Pharmaceuticals Ltd, Ultra
Electronics Plc, Wizink Bank SA
and Vocalink.
She has over 25 years of experience
in financial services and retail
banking, particularly payments
and digital innovation.
APPOINTED TO PLC BOARD
May 2024
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
•
Funding Circle plc
•
Intrum AB
•
NatWest Group plc
Geeta Gopalan
Senior Independent
Non-Executive Director
SKILLS AND EXPERIENCE
Amanda was appointed as a
Non-Executive Director to the
Board effective 1 July 2024. She was
also appointed as Audit Committee
Chair with effect from the 2024 AGM.
Amanda was the Chief Financial
Officer of NEXT Plc, one of the UK’s
largest FTSE 100 fashion, footwear,
and home retailers, until July 2024.
She retired from NEXT at the end of
September 2024 after more than 28
years with the company. With an
extensive background in finance, she
held various roles in NEXT’s finance
department before being appointed
CFO and joining the NEXT Board in
2015. Amanda is also an Independent
Non-Executive Director of the Board
of British Land plc and a member
of the Audit Committee. In addition,
Amanda joined Rightmove plc as a
Non-Executive Director on 9 May
2025 and was appointed Audit
Committee Chair from 1 June 2025.
APPOINTED TO PLC BOARD
July 2024
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
•
British Land plc
•
Rightmove plc
Amanda James
Independent Non-Executive
Director
COMMITTEE
MEMBERSHIPS
A
Audit
D
Disclosure
R
Remuneration
CR
Corporate Responsibility
N
Nomination
Chair
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
77
Auto Trader Group plc
Annual Report and Financial Statements 2025
A
R
CR
N
CR
A
R
N
A
R
CR
N
D
Board of Directors
continued
SKILLS AND EXPERIENCE
Sigga was appointed as a
Non-Executive Director to the Board
effective 1 November 2019.
Sigga is currently the Global Head
of Digital for HSBC Intl Wealth &
Personal Banking, delivering world
class and seamless digital
experiences for its customers around
the world. Sigga has worked in the
financial services industry since
2001, pioneering customer led digital
transformation at HSBC and
previously at Experian, Tesco Bank,
Santander UK and American Express.
Sigga holds a doctorate in
Leadership and Innovation from
Manchester Business School, an
MBA from IESE Business School as
well as a BS degree in Marketing
from the University of South Carolina.
APPOINTED TO PLC BOARD
November 2019
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
Sigga Sigurdardottir
Independent Non-Executive
Director
SKILLS AND EXPERIENCE
Adam will be appointed as a
Non-Executive Director to the
Board effective 1 July 2025.
Adam is CEO of Vinted Marketplace,
the go-to place for all kinds of
second-hand items. Prior to that,
Adam held various senior roles
within Expedia, including President
for Hotels.com and later President
for all of Expedia’s retail brands.
Adam has held a number of
previous Non-Executive Board
positions including Despegar, the
Latin American travel technology
company listed on NYSE, and
Checkatrade.com. Adam started
his career at BCG working with
clients in the automotive, travel
and financial services sectors.
APPOINTED TO PLC BOARD
July 2025
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
Adam Jay
Independent Non-Executive
Director
SKILLS AND EXPERIENCE
Claire joined Auto Trader in
July 2015 and is Company
Secretary and Director of
Governance. She is responsible
for corporate governance;
legal services; regulatory
compliance; procurement;
and risk management.
Claire was previously Deputy
Company Secretary at Betfair
Group plc and prior to that was
Company Secretary at Centaur
Media plc.
Claire is a qualified accountant,
a member of The Chartered
Governance Institute UK &
Ireland (‘CGIUKI’) and holds
an MBA from Manchester
Business School.
Claire Baty
Company Secretary
SKILLS AND EXPERIENCE
Jeni was appointed as a
Non-Executive Director on
1 March 2016.
She most recently served as Visa
Inc’s SVP, Global Head of Merchant
Sales and Acquirers, where she was
responsible for driving the growth of
digital commerce for the world’s
sellers. Jeni joined Visa in 2018 as
Managing Director for the UK and
Ireland. Prior to that, she spent nearly
two decades at Vodafone Plc,
holding Group Director roles across
product management and sales, and
earlier serving as Chief Technology
Officer on the UK and New Zealand
Executive Boards.
Jeni began her career as a
Telecommunications Engineer in
New Zealand and holds an MSc
in Electronic Engineering from
Cardiff University.
APPOINTED TO PLC BOARD
March 2016
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
Jeni Mundy
Independent Non-Executive
Director
NOT STANDING FOR RE-ELECTION
SKILLS AND EXPERIENCE
Jasvinder was appointed as a Non-
Executive Director on 1 January 2022.
Jasvinder is the CEO of Money at the
Skipton Group, responsible for the
strategic expansion of the Money
business and delivering on the
Group ambition to support more
members with their long-term
financial wellbeing.
Prior to joining the Skipton Group
Jasvinder held a number of senior
leadership roles at Direct Line Group.
Most recently she served on the
Group Executive Team as Managing
Director of Motor and Rescue and
before that, Chief Strategy Officer
and Managing Director of Direct
Line for Business. She was also the
Executive sponsor of the Group’s
Diversity & Inclusion strands.
Jasvinder is a champion of gender
diversity and women in top positions
in business. She has been named on
Green Park’s BAME 100 Board Talent
Index, on the Cranfield University Top
100 women to watch in 2018 list and
also featured on the Northern Power
Women list of ‘Top 50 Women to Watch’.
APPOINTED TO PLC BOARD
January 2022
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
Jasvinder Gakhal
Independent Non-Executive
Director
SKILLS AND EXPERIENCE
Megan will be appointed as a
Non-Executive Director to the
Board effective 1 July 2025. She
will be appointed as Corporate
Responsibility Committee Chair
with effect from the 2025 AGM.
Megan is a startup investor and
currently serves as a Non-Executive
Director of Handshake, Niantic,
and Pendo.
She was previously COO of Niantic
and a general partner at Spark
Capital, where she invested in
notable companies including
Glossier and Snapchat.
Megan co-founded All Raise, a
non-profit supporting women in
tech, and has held significant
roles at Google and Square. She
has received multiple accolades,
including Fortune’s ‘40 Under 40’
and Forbes’ ‘Midas Brink’, and holds
a degree from Stanford University.
APPOINTED TO PLC BOARD
July 2025
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
Megan Quinn
Independent Non-Executive
Director
COMMITTEE
MEMBERSHIPS
A
Audit
D
Disclosure
R
Remuneration
CR
Corporate Responsibility
N
Nomination
Chair
NOT STANDING FOR RE-ELECTION
TO JOIN THE BOARD FROM 1 JULY 2025
TO JOIN THE BOARD FROM 1 JULY 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
78
Auto Trader Group plc
Annual Report and Financial Statements 2025
This Corporate governance statement explains key features of the
Company’s governance framework. The Company has complied in full with
all provisions of the 2018 UK Corporate Governance Code during the year.
Corporate governance statement
This statement also includes items required by
the UK Listing Rules (‘UKLR’) and the Disclosure
Guidance and Transparency Rules (‘DTRs’). The
UK Corporate Governance Code (the ‘Code’)
is available on the Financial Reporting Council
website at frc.org.uk.
CULTURE
Auto Trader has a distinctive culture that is
values-led and underpinned by a diverse and
inclusive workforce. The Board plays an
important role in ensuring that this culture
remains aligned with our long-term strategy,
in ensuring that clear values have been set,
demonstrating behaviours consistent with
these values, and in monitoring the culture
and behaviours of the organisation.
The Board receives a quarterly Cultural
Scorecard, designed to allow monitoring of
various cultural indicators such as staff
retention, diversity, investment in training,
absences, employee engagement, internal audit
findings, customer feedback and complaints.
WORKFORCE ENGAGEMENT
A Board Engagement Guild has been established
as the core mechanism by which the Board
engages with the workforce. The Board
Engagement Guild comprises members from
across different parts of the business. Each
member canvasses views and opinions from
their colleagues to share with the Board,
covering areas such as Directors’ remuneration,
employee engagement and trust and sentiment
around organisational changes.
The Board has decided that it is not appropriate
to designate a specific Non-Executive Director
to carry out this role and instead shares this role
across all Non-Executive Directors, and so the
Guild meets with the Chair and all Non-Executive
Directors (without Executive Directors or any
members of senior management present).
The Non-Executive Directors are also invited to
attend some of our Company events such as our
annual conference, departmental update days
and our Diversity and Inclusion Guild events.
Additionally there are a number of well
established ways in which the Company
engages with the workforce, for example,
regular check-in surveys; an annual employee
engagement survey; an annual conference and
quarterly virtual conferences and updates;
regular sharing of information from the CEO via
emails and videos; and informal open forums.
WHISTLEBLOWING
A whistleblowing policy has been adopted
which highlights various routes for employees
to raise concerns (including directly to the Audit
Committee Chair) and includes access to an
anonymous whistleblowing telephone service
run by an independent organisation, allowing
employees to raise concerns on an entirely
confidential basis. Reports are directed to the
People Director and the Company Secretary.
The Audit Committee receives regular reports
on any reports that have been received (whether
through the anonymous service or otherwise),
the investigations carried out and any actions
arising as a result.
ENGAGEMENT WITH SHAREHOLDERS
The Board has a comprehensive investor
relations programme to ensure that existing and
potential investors understand the Company’s
strategy and performance.
As part of this programme, the Executive
Directors give formal presentations to investors
and analysts on the half-year and full-year
results. These updates are webcast live and
posted on the Group’s investor relations
website. The results presentations are followed
by formal investor roadshows covering UK
and overseas shareholders.
There is also an ongoing programme of
attendance at conferences, one-to-one and
group meetings with institutional investors, fund
managers and analysts. These meetings cover
a wide range of topics, but care is exercised to
ensure that any price-sensitive information is
released to all shareholders, institutional and
private, at the same time. Meetings which
relate to governance are attended by the Chair
or another Non-Executive Director and the
Company Secretary as appropriate. Private
shareholders are encouraged to give feedback
and communicate with the Board through
ir@autotrader.co.uk.
The Board receives regular reports on
issues relating to share price, trading activity
and movements in institutional investor
shareholdings. The Board is also provided
with current analyst opinions, forecasts and
feedback from its joint corporate brokers, Bank
of America and Deutsche Numis, on the views of
institutional investors on a non-attributed and
attributed basis, and on the views of analysts
from its financial PR agency, Sodali. Any major
shareholders’ concerns are communicated to
the Board by the Executive Directors.
At the beginning of the year, the Remuneration
Committee Chair wrote to major shareholders
as part of a consultation to outline the proposed
changes to our Directors’ Remuneration Policy
which were voted upon at the 2024 AGM. The
Remuneration Committee Chair welcomed the
opportunity to speak with shareholders and hear
different views on our approach to executive
remuneration and our proposals.
The Chair, the Senior Independent Director and
other Non-Executive Directors are available to
meet with shareholders and arrangements can
be made through the Company Secretary.
ANNUAL GENERAL MEETING
At the 2024 AGM, all resolutions were passed
with votes in support ranging from 84.02% to
100%. The 2025 AGM will take place at 11:00am on
Thursday 18 September 2025 at the Company’s
registered office: 4th Floor, 1 Tony Wilson Place,
Manchester, M15 4FN. The other Directors and
I will join the meeting.
All proxy votes received in respect of each
resolution at the AGM are counted and the
balance for and against, and any votes withheld,
are indicated. At the meeting itself, voting on
all the proposed resolutions is conducted on a
poll rather than a show of hands, in line with
recommended best practice. We encourage
shareholders to cast their votes by proxy, and to
send any questions in respect of AGM business
to ir@autotrader.co.uk. Following the meeting,
responses to questions will be published on the
website at plc.autotrader.co.uk/investors.
The Notice of the AGM can be found in a booklet
which is being mailed out at the same time as this
Annual Report and is also available to view on
the Company’s website: https://plc.autotrader.
co.uk/investors/shareholder-meetings/. The
Notice of the AGM sets out the business of the
meeting and an explanatory note on all
resolutions. Separate resolutions are proposed
in respect of each substantive issue.
Results of resolutions proposed at the AGM will
be published on the Company’s website: plc.
autotrader.co.uk/investors following the AGM.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
79
Auto Trader Group plc
Annual Report and Financial Statements 2025
The full schedule of matters reserved for the
Board and the Terms of Reference of each
Committee are published on the Company’s
website at plc.autotrader.co.uk/investors.
To ensure a clear division of responsibility at the
head of the Company, the positions of Chair and
Chief Executive Officer are separate and not
held by the same person. The division of roles
and responsibilities between the Chair and the
Chief Executive Officer is set out in writing and
has been approved by the Board. Geeta Gopalan
is the Senior Independent Director.
Two new Independent Non-Executive Directors
have been appointed as part of our long-term
succession planning: Megan Quinn and Adam
Jay will join the Board with effect from 1 July 2025.
Jeni Mundy, Non-Executive Director and
Corporate Responsibility Committee Chair, and
Sigga Sigurdardottir, Non-Executive Director,
will not stand for re-election at the 2025 AGM.
At the date of this report, the Board consists
of the Non-Executive Chair, five Independent
Non-Executive Directors and three Executive
Directors.
Matt Davies was considered to be independent
on appointment. All of the Non-Executive
Directors (Jeni Mundy, Sigga Sigurdardottir,
Jasvinder Gakhal, Geeta Gopalan, Amanda
James) are considered to be independent in
character and judgement, and free of any
business or other relationship which could
materially influence their judgement. The Chair’s
fees and the Non-Executive Directors’ fees are
disclosed on page 107, and they received no
additional remuneration from the Company
during the year.
Therefore, at 31 March 2025 and to the date
of this report, the Company is compliant with
the Code provision that at least half the
Board, excluding the Chair, should comprise
Independent Non-Executive Directors.
Corporate governance statement
continued
Main responsibilities include:
•
Providing leadership for the long-term success of the Group.
•
Monitoring delivery of business strategy and objectives; responsibility for any
necessary corrective action.
•
Overall authority for the management of the Group’s business, strategy,
objectives and development.
•
Oversight of operations including effectiveness of systems of internal control
and risk management and high standards of business conduct.
•
Approval of the Annual Report and Financial Statements, equitable
engagement with shareholders and the wider investment community.
•
Approval of changes to the capital, corporate and/or management structure
of the Group, the dividend policy and capital policy.
•
Engagement with and consideration of the interests of employees and other
stakeholders.
•
Consideration of the business’s impact on the community and the environment,
and oversight of climate related risks and opportunities.
Nomination Committee
Reviews the structure, size and
composition of the Board and
its Committees, evaluates their
performance and makes
recommendations to the
Board. Also covers diversity,
talent development and
succession planning.
Read more P84
Audit Committee
Reviews and reports to the
Board on the Group’s financial
reporting, internal control,
whistleblowing, internal
audit and the independence
and effectiveness of the
external auditor.
Read more P87
Corporate Responsibility
Committee
Assists the Board in fulfilling its
oversight responsibilities in
respect of corporate
responsibility and
sustainability for the Company
and the Group as a whole.
Read more P92
Remuneration Committee
Responsible for all elements
of the remuneration of the
Executive Directors, the Chair
and senior employees.
Read more P95
Disclosure Committee
Assists the Board in
discharging its responsibilities
relating to monitoring
the existence of inside
information and its
disclosure to the market.
Read more online
Chair
•
Leadership and governance of the Board.
•
Creating and managing constructive relationships
between the Executive and Non-Executive Directors.
•
Ensuring ongoing and effective communication
between the Board and its key stakeholders.
•
Setting the Board’s agenda and ensuring that
adequate time is available for discussions.
•
Ensuring the Board receives sufficient, pertinent,
timely and clear information.
Chief Executive Officer
•
Responsible for the day-to-day operations and
results of the Group.
•
Developing the Group’s objectives, strategy and
successful execution of strategy.
•
Responsible for the effective and ongoing
communication with stakeholders.
•
Delegates authority for the day-to-day
management of the business to the Auto Trader
Leadership Team (comprising the Executive
Directors and senior management) who have
responsibility for all areas of the business.
Non-Executive Directors
•
Scrutinise and monitor the performance of
management.
•
Constructively challenge the Executive Directors.
•
Monitor the integrity of financial information,
financial controls and systems of risk management.
Senior Independent Director
•
Acts as a sounding board for the Chair.
•
Available to shareholders if they have concerns
which the normal channels through the Chair,
Chief Executive Officer or other Directors have
failed to resolve.
•
Meets with the other Non-Executive Directors
without Executive Directors present.
•
Leads the annual evaluation of the Chair’s
performance.
Company Secretary
•
Available to all Directors to provide advice and assistance.
•
Responsible for providing governance advice.
•
Ensures compliance with the Board’s procedures, and with applicable rules and regulations.
•
Acts as secretary to the Board and its Committees.
DIVISION OF RESPONSIBILITIES
THE BOARD
COMMITTEES
BOARD ROLES
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
80
Auto Trader Group plc
Annual Report and Financial Statements 2025
ATTENDANCE AT MEETINGS
Board
Nomination
Committee
Audit
Committee
Corporate
Responsibility
Committee
Remuneration
Committee
Number of scheduled meetings held
8
4
4
5
6
DIRECTOR
1
Matt Davies
8/8
4/4
N/A
N/A
N/A
Nathan Coe
8/8
N/A
N/A
N/A
N/A
Catherine Faiers
8/8
N/A
N/A
N/A
N/A
Jamie Warner
8/8
N/A
N/A
N/A
N/A
David Keens
2
2/2
N/A
2/2
2/2
2/2
Jill Easterbrook
2
2/2
N/A
2/2
2/2
2/2
Jeni Mundy
8/8
4/4
4/4
5/5
6/6
Sigga Sigurdardottir
8/8
4/4
4/4
5/5
6/6
Jasvinder Gakhal
8/8
4/4
4/4
5/5
6/6
Geeta Gopalan
3
8/8
4/4
4/4
5/5
5/5
Amanda James
1,4
7/7
4/4
3/3
3/4
4/4
1.
Where Directors were unable to attend a meeting date, this was either due to unavoidable personal circumstances
or work commitments. Directors all received the meeting papers and had an opportunity to feed comments in to the
Board and Committee Chairs prior to the meetings.
2.
David Keens and Jill Easterbrook retired from the Board at the 2024 AGM.
3.
Geeta Gopalan was appointed to the Board on 1 May 2024.
4.
Amanda James was appointed to the Board on 1 July 2024.
Corporate governance statement
continued
In addition to the scheduled Board meetings
mentioned above, additional calls occurred
throughout the year concerning various financial
and transactional decisions.
BOARD AND COMMITTEE MEETINGS ATTENDANCE
Board meetings are planned around the key
events in the corporate calendar, including the
half-yearly and final results, and the Annual
General Meeting (‘AGM’). A two-day strategy
meeting is held each year. A monthly financial
update call is also held at which the Board
discusses results with operational management.
During the year, the Chair and Non-Executive
Directors have met without Executive Directors
present. In addition, the Non-Executive Directors
have met without the Chair and the Executive
Directors present, and the Senior Independent
Director has met with the Executive Directors.
BOARD AND COMMITTEE ACTIVITIES IN 2025
The Board makes decisions in order to ensure
the long-term success of the Group whilst taking
into consideration the interests of wider
stakeholders, such as employees, consumers,
customers and suppliers, and other factors as
required of it under s172 of the Companies Act
2006. Board meetings are one of the mechanisms
through which the Board discharges this duty,
and in order to formalise this process, a
stakeholder framework has been established
which is applied to all Board papers and
discussions. Further information about
engagement with the Group’s stakeholders
is included on pages 18 to 21.
•
Review and approve the
mid-term financial plan
for viability scenarios.
•
Approve the strategic
priorities for FY26.
•
Strategy session focused on
the automotive ecosystem.
•
Technology strategy and
overview (teach-in).
KEY ACTIVITIES OF THE BOARD AND COMMITTEES DURING 2025
•
Digital Retailing deep dive
on finance platform and
Deal Builder.
•
Overview of competitive
landscape.
•
Audience and marketing plan
for review and approval.
•
Deep dive into the core
advertising business and main
revenue drivers.
•
Review and approve FY26 plan.
•
Approval of half-yearly
report, Annual Report and
Preliminary Results.
•
Review and approval of
capital policy.
•
Extension of debt facility
term to February 2030.
•
Review of tax compliance
including Digital Services Tax.
•
Board Engagement Guild
meetings covering topics
including discussion on
employees’ experiences of
working for Auto Trader,
Directors’ remuneration,
employee engagement and
trust and sentiment around
organisational changes.
•
Review of people changes,
recruitment, resourcing needs
and employee engagement.
•
Review of Directors’
Remuneration Policy and
target setting.
•
Approval of FY24 bonus outturn
for Executive Directors and
Single Incentive Plan vesting
for senior management.
•
FY25 PSP and Single Incentive
Plan targets and grants.
•
Succession planning for senior
management.
•
Director and senior
management salary reviews.
•
Gender and ethnicity pay gap
reporting.
•
Review of stakeholder
materiality assessment.
•
Review of cultural KPIs.
•
ESG rating agencies update.
•
Quarterly shareholder analysis.
•
Review of feedback from
analysts and investors from
results roadshows.
•
Review of dividend policy and
capital structure.
•
Review of feedback from
investors and proxy advisory
agencies in advance of Annual
General Meeting (‘AGM’).
•
Governance and regulatory
updates including ESG
reporting and regulatory
developments and a general
legal and regulatory update.
•
Review and approval of Group
risk register.
•
Internal audit update
including reviews of billing
processes, complaints
reporting and GDPR
compliance.
•
Review of insurance
programme.
•
Review and approval of
Modern Slavery Statement.
•
Review of internal and risk
management framework and
internal controls.
•
Review of external audit
effectiveness.
•
External Board review
feedback and action plan.
•
Review of succession plans.
•
Business continuity planning.
•
Approval of material
contracts.
GOVERNANCE,
RISK MANAGEMENT
& INTERNAL CONTROL
STRATEGY & GROWTH
OPERATIONAL
FINANCIAL
PEOPLE & CULTURE
SHAREHOLDERS &
OTHER STAKEHOLDERS
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
81
Auto Trader Group plc
Annual Report and Financial Statements 2025
Corporate governance statement
continued
The Board’s activities are structured through the
year to develop and monitor the delivery of the
Group’s strategy and financial results; to receive
feedback from and engage with stakeholder
groups such as employees, customers and
suppliers; and to maintain a robust governance
and risk management framework. Some of the
key activities during the year are illustrated on
the previous page.
INFORMATION AND SUPPORT AVAILABLE
TO DIRECTORS
The Board receives full and prompt access to all
pertinent information. For Board meetings, this
includes a formal agenda, minutes from previous
meetings, and a comprehensive set of documents
with operational and financial reports, provided
to Directors in advance.
All Directors have access to the advice and
services of the Company Secretary, Claire Baty,
and the Company Secretary team. The
appointment or removal of the Company
Secretary is a matter for the whole Board.
CONCERNS OVER OPERATION OF THE BOARD
All of the Directors have the right to have their
opposition to, or concerns over, any Board
decision noted in the minutes. Directors are
entitled to take independent professional advice
at the Company’s expense in the furtherance
of their duties, where considered necessary.
INDUCTION AND DEVELOPMENT
There is a formal comprehensive, tailored
induction programme which has been
designed to ensure the newly appointed
Director is equipped with the knowledge
and materials necessary to understand the
business, their responsibilities, and to support
their meaningful contribution to the Board.
This includes:
•
Familiarisation with the Group and
its activities
•
Statutory and regulatory information
•
Board and Committee specific information
• Business overview
•
Deep dives into areas covering people and
culture, technology, and digital retailing
Directors attend presentations from senior
management on strategic priorities and specific
business-related topics. They also have
opportunities to engage with colleagues and
customers to understand the business from
various perspectives. Regular feedback is
provided by the partnerships community to keep
Directors informed about customer sentiment.
The Board receives updates and training from
internal specialists and external advisors when
appropriate on governance developments as
they emerge and annual legal and regulatory
updates. Directors complete yearly compliance
training on anti-bribery, anti-money laundering,
data protection, information security, and other
relevant subjects. The Chair meets with each
Director annually to discuss individual training
and development needs. The Board is also
invited along to the bi-annual Company-wide
conferences which are held in person and
virtually at six-monthly intervals.
Geeta Gopalan and Amanda James joined the
Board in May and July 2024 and had tailored
inductions that involved meeting with internal
and external key stakeholders to gain a deeper
level of understanding of the Company culture
and the business operations.
Key areas covered as part of onboarding and induction
Presenters
Statutory and regulatory essential information
Directors are informed about their statutory duties,
along with relevant legislation such as the Companies
Act 2006. In addition to face to face meetings, reading
materials and memos are provided for further
understanding which include the UK Corporate
Governance Code and associated FRC guidance.
Company Secretary, Governance, Risk and
Compliance team, Group Finance team, external
legal counsel
Board and Committees overview
Directors are furnished with details of the Board and
Committee structures, including Terms of Reference,
Board composition, and evaluation reports,
emphasising the importance of understanding the
governance framework and processes in place.
Company Secretary, Board and Committee Chairs
Business overview
New Directors are introduced to the Company’s
business model, financial overview, major
shareholders, and organisational structure, including
risks and financial reporting. This section aims to
provide a clear understanding of the Company’s
strategic direction and performance metrics.
Executives and Auto Trader Leadership Team
In addition, People, Culture and Environment is a key
area where new Directors are encouraged to spend
time with employees working in the business day to day.
All employees
Deep dives into key business areas
In-depth meetings on various topics such as consumer
marketing, digital retailing, and technology are
conducted to enhance Directors’ understanding
of critical business areas.
Auto Trader Leadership Team and key employees
with specialist knowledge in their area
As part of the detailed induction programme,
key areas covered are set out in the table below.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
82
Auto Trader Group plc
Annual Report and Financial Statements 2025
Corporate governance statement
continued
LETTERS OF APPOINTMENT
The Chair and the Non-Executive Directors have
letters of appointment which are available for
inspection at the registered office of the Company
during normal business hours and at the place
of the AGM from at least 15 minutes before and
until the end of the meeting; or on request from
ir@autotrader.co.uk. These letters set out the
expected time commitment from each Director.
Non-Executive 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.
CONFLICTS OF INTEREST
In accordance with the Company’s Articles
of Association, the Board has a formal system
in place for Directors to declare conflicts of
interest and for such conflicts to be considered
for authorisation.
Any external appointments or significant
commitments of the Directors require prior
approval from the Board. We acknowledge that
our Executive Directors may receive invitations
to serve as non-executive directors at other
companies. Such non-executive roles can
enhance a Director’s experience and knowledge,
benefiting Auto Trader. Currently, Catherine
Faiers serves as a Non-Executive Director of
Allegro.eu Group. As of the date of this report,
none of the other Executive Directors holds any
external directorships.
The Board confirms that the external roles
of the Chair, Chief Operating Officer, and
Non-Executive Directors pose no unmanageable
conflicts of interest.
TIME COMMITMENT
The Board is comfortable that external
appointments of the Chair, the Non-Executive
Directors and the Chief Operating Officer do
not impact on the time that any Director devotes
to the Company. As noted, any external
appointments or significant time commitments
require prior approval of the Board.
ELECTION OF DIRECTORS
The Board can appoint any person to be a
Director, either to fill a vacancy or as an addition
to the existing Board. Any Director so appointed
by the Board shall hold office only until the next
AGM and shall then be eligible for election by
the shareholders. The AGM Notice sets out the
specific reasons for reappointing each Director,
and why each board members contribution is,
and continues to be, important to the company’s
long term success.
RISK MANAGEMENT AND INTERNAL CONTROL
The Board acknowledges its responsibility for
establishing and maintaining the Group’s system
of risk management and internal controls and
it receives regular reports from management
identifying, evaluating and managing the risks
within the business. The system of internal
controls is designed to manage, rather than
eliminate, the risk of failure to achieve business
objectives and can provide only reasonable,
and not absolute, assurance against material
misstatement or loss.
The processes in place for assessment,
management and monitoring of risks are
described in Principal risks and uncertainties
on pages 65 to 70.
The Board, assisted by the Audit Committee,
has carried out a review of the effectiveness
of the system of risk management and internal
controls during the year ended 31 March 2025
and for the period up to the date of approval of
the Consolidated financial statements contained
in the Annual Report. The review covered all
material controls, including financial, operational
and compliance controls and risk management
systems. The Board considered the weaknesses
identified and reviewed the developing actions,
plans and programmes that it considered
necessary. The Board confirms that no significant
weaknesses or failings were identified as a result
of the review of effectiveness.
FINANCIAL AND BUSINESS REPORTING
Assisted by the Audit Committee, the Board
has carried out a review of the 2025 Annual
Report and considers that, in its opinion, the
report is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position
and performance, business model and strategy.
Refer to the Report of the Audit Committee on
pages 87 to 91 for details of the review process.
See pages 71 to 72 for the Board’s statement on
going concern and the viability statement.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
83
Auto Trader Group plc
Annual Report and Financial Statements 2025
Previous public company experience
Remuneration and talent
Recent and relevant financial experience
Risk management
ESG
Digital and technology
Retail and consumer businesses
Financial services
5
2
2
3
Marketplace experience
2
3
2
4
4
Report of the Nomination Committee
Dear shareholders,
I am pleased to present the Report of the
Nomination Committee for 2025.
ROLE OF THE COMMITTEE
The Committee’s main role is to keep under
constant review the size and composition of the
Board and its Committees including its gender
and ethnic diversity, its independence, and the
skills, knowledge and experience required for the
effective oversight of the Group. The Committee
is also responsible for ensuring that there are
formal and orderly succession plans in place
for the members of the Board.
HOW THE COMMITTEE OPERATES
The Committee consists of Independent
Non-Executive Directors. The Chair of the Board
leads meetings of the Committee as Chair unless
it concerns their successor or where there may
be a conflict of interest, in which case the Senior
Independent Director (‘SID’) chairs the meeting
unless the SID is in contention for the role or also
has a potential conflict of interest.
The Committee meets at least annually and on
an ad hoc basis as needed. Members are the
only attendees. Only members of the Committee
have the right to attend meetings; however, the
Chief Executive Officer attends for all or part of
meetings to share views on key talent within the
business for the Committee’s benefit.
SUCCESSION PLANNING
The focus of the Committee’s work during the year
continued to be developing and implementing
plans for the renewal of Non-Executive Directors.
As the Corporate Governance Code provides that
there is a deemed loss of independence after nine
years’ service, Jeni Mundy (Chair of the Corporate
Responsibility Committee) will reach the end of
her third three-year term during 2025 and will not
stand for re-election at the 2025 AGM. Sigga
Sigurdardottir will also be stepping down at the
2025 AGM as she comes to the end of her second
three-year term. The Nomination Committee
identified, that following Jeni’s departure, there
was a need to increase technology skills on the
Board. The Committee also recognised that the
Board would benefit from the addition of digital
marketplace skills and experience. These
factors were taken into account in planning for
the appointment of the new Non-Executive
Directors as described in the diagram on page 85
in more detail.
Megan Quinn will succeed Jeni Mundy in the role
of Corporate Responsibility Committee Chair
with effect from the conclusion of the 2025 AGM.
With regards to Executive succession, the
Committee is satisfied that the succession plans
remain appropriate, and that there is a strong
pipeline of talent within the business for future
leadership needs. The Auto Trader Leadership
Team has increased in size over the year and we
believe we have the talent required within the
business to fill potentially all of our future needs.
This clarity about future leadership contributes
to talent retention.
POLICY ON APPOINTMENTS TO THE BOARD
Appointments are made on merit, against
objective criteria and with due regard to the
benefits of diversity on the Board. The Committee
takes account of a variety of factors before
recommending any new appointments to the
Board, including relevant skills to perform the role,
experience, knowledge and diversity, including
gender and ethnic diversity.
The Committee also considered the targets
set out in UKLR 22.2.30. At year end, the Board
comprised 67% woman, and had two Directors
from a minority ethnic background and the role
of Senior Independent Director being held by
a woman.
At a leadership level, 38.1% of the Auto Trader
Leadership Team (‘ALT’) and 44.4% of the ALT’s
direct reports were women, a combined total of
43.2%. One ALT member and 11.1% of the ALT’s direct
reports were ethnically diverse, and improvement
of this remains a focus area for the Committee
and the business.
Matt Davies
Chair of the Committee
AT A GLANCE
Reviewing the size and composition
of the Board, leading the process
for appointments, ensuring orderly
succession plans for Board and senior
management positions, and overseeing
the development of a diverse pipeline
for succession.
OVERVIEW
•
Composed of the Chair and five
Independent Non-Executive Directors.
•
At least one meeting held per year. More
meetings have been held this year due
to ongoing succession planning.
•
Meetings are attended by the Chief
Executive Officer and other relevant
attendees by invitation.
OUR PROGRESS IN 2025
•
Reviewed the Group’s organisational
structure and senior level succession plans.
•
Ran a robust selection process to appoint
two new Non-Executive Directors.
•
Managed the appointment and tailored
inductions of most recently appointed
Non-Executive Directors.
•
Conducted an internal Board Review,
evaluated results, and identified
improvement areas.
FOCUS AREAS FOR 2026
•
Following up on the results and areas
identified for improvement from the internal
Board Review.
•
Continuing to monitor Board and senior
management succession in the context
of the Company’s long-term strategy.
KEY SKILLS AND EXPERIENCE NON-
EXECUTIVE DIRECTORS CONTRIBUTE
TO THE BOARD
BOARD OF DIRECTORS
P77
TERMS OF REFERENCE
plc.autotrader.co.uk/investors
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Report of the Nomination Committee
continued
APPOINTMENTS TO THE BOARD
As noted above, the Nomination Committee
identified the need to make additional
appointments to the Board.
The Committee oversaw a thorough search,
selection and appointment process, ensuring
that new appointments were complementary to
and enhanced the current skills and experience
on the Board. The process is summarised in the
diagram below.
BOARD AND COMMITTEES’
PERFORMANCE REVIEW
An internal Board and Committee performance
review was undertaken during the year, overseen
by the Chair. The review was completed by each
Board member using an anonymous questionnaire
style format with opportunity to make any
additional comments against each question.
The SID oversaw the review of the Chair’s
performance, consisting of individual
conversations with each Director. The areas
explored included Board chairing and agenda
management, relationship with management
(esp CEO), relationship with NEDs and overall
stewardship of the business. Feedback was also
shared with the Chair at a one-to-one meeting.
An analysis of the overall results was reviewed
and discussed at the next Nomination
Committee meeting. The performance review
concluded that the Board, each Committee,
and the Chair continue to perform well and that
each individual Director continues to make an
effective contribution.
The results of the 2025 internal review are shown
in the table on page 86.
ELECTION AND RE-ELECTION OF DIRECTORS
Following the UK Corporate Governance Code,
all Directors will retire and offer themselves
for election or re-election at the AGM unless
stepping down. The Committee and Board
reviewed each Director’s tenure, performance,
contributions, and external commitments to
ensure they effectively fulfil their duties as a
Director of Auto Trader plc.
The Committee and the Board have confirmed
their satisfaction that all Directors remain
effective in their roles and demonstrate
commitment to their responsibilities on the
Board. Each Director contributes valuable
leadership to the Company.
Therefore, the Board recommends that
shareholders approve the resolutions concerning
the election and re-election of Directors at the
2025 AGM.
I welcome any questions in respect of the work
of the Committee, which can be submitted to
ir@autotrader.co.uk, or in person at our Annual
General Meeting.
Matt Davies
Chair of the Nomination Committee
29 May 2025
Review and identify
The process was led by the Chair and overseen
by the Committee, with input from the Executive
Directors and members of the ALT.
A detailed role specification was drawn up,
identifying the skills and experience required,
taking into account the Company’s long-term
strategy, with a particular focus on experience
in the technology sector, digital innovation and
marketplace business models.
Appointments to the Board
Search and selection
A wide search was conducted, taking into
consideration the requirements of the role, and
with due regard to the benefits of diversity, and
the targets set by the UKLR, including gender and
ethnicity. Ivy Street, a recruitment consultancy
which has no other connection with the Company,
was used to identify candidates. Extensive
interviews were conducted, including with all
Executive and Non-Executive Directors. Following
this process, the Committee selected the successful
candidates as announced on 16 May 2025.
Appointment
Megan Quinn and Adam Jay will join the Board with
effect from 1 July 2025 and also become members
of the Audit, Remuneration, Corporate Responsibility
and Nomination Committees. Megan is a highly
experienced Product and Operational leader with a
strong background in technology and with US listed
Board experience. Adam brings strong expertise in
marketplaces and ecommerce, across B2C, C2C
and B2B platforms, and is currently CEO of Vinted’s
marketplace business. Their full biographies are
included on page 78.
Both Megan and Adam are considered to be
independent.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Report of the Nomination Committee
continued
BOARD EVALUATION
Areas of strength
Areas for improvement
Board leadership and purpose:
A clear, collaborative approach to developing
purpose, strategy, and objectives across
the Board.
Active understanding of organisational
culture and values, using a Cultural Scorecard
and engaging with the Employee Guild.
Focus on and understanding of shareholder
changes and attitudes and a continuous
awareness of stakeholders including
customers, consumers, and employees.
Identify training needs individually and as a whole.
Set meeting objectives, reduce jargon, focus
the discussion.
Revisit ESG focus and desired outcomes via the CSR.
Revisit mechanism for engagement with employees.
Division of responsibilities:
The capacity to monitor performance is
enhanced by an open culture, supported
by continuous review processes as well as
structured mechanisms.
There is openness in the interaction between
the Executive and Non-Executive Directors,
along with an appropriate level of constructive
challenge and effective contribution.
The company secretarial function provides
support to the Board and Committees,
characterised by effective processes and
responsiveness.
Continue to focus on longer-term Executive
and senior management succession planning.
Composition and succession:
Succession planning has been highly effective
with a very robust approach to role profiling
and identifying relevant skills and experience.
Tailored induction processes to NED
requirements, specifically for Committee
Chair roles.
Earlier meetings with customers for future
onboarding of Non-Execs.
Areas of strength
Areas for improvement
Audit, risk and internal control:
The transition of the new Chair was well
coordinated with a detailed handover,
personalised induction and meetings with
key stakeholders.
Communication is effective and efficient.
Regulatory changes are communicated timely
and are well understood.
Consider when non-Committee member
attendance at meetings is required in line with
specific agenda items, including the CEO and
Board Chair attendance.
Remuneration:
The relationship with the Executive
is constructive.
The Committee is well supported internally and
externally by the remuneration consultants.
The Committee actively reviews wider employee
remuneration policies and is aware and
responsive to critical people related matters.
Consider when non-Committee member
attendance at meetings is required in line
with specific agenda items.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Report of the Audit Committee
Amanda James
Chair of the Committee
AT A GLANCE
Monitoring the integrity of financial
reporting, internal controls and the
effectiveness of internal and
external audit.
OVERVIEW
•
Five Independent Non-Executive Directors, all
have financial, commercial and/or operating
experience in consumer and digital businesses.
•
The Board has determined that Amanda James,
as the Committee Chair, has the recent and
relevant experience required by the Code.
•
At least three meetings held per year.
•
Meetings are attended by the Chair of the Board,
CEO, COO, CFO, internal auditor and external
auditor by invitation.
HOW WE MANAGE RISK
P62
Dear shareholders,
I am pleased to present the 2025 Report
of the Audit Committee, which provides
an overview of the Committee’s principal
activities and key areas of review during
the year.
This is my first report as Chair of the Audit
Committee, having joined the Board on 1 July
2024. I wish to extend my sincere thanks to my
predecessor, David Keens, for his invaluable
contributions during his tenure since 2015. His
extensive experience has been instrumental
since Auto Trader’s IPO, and I feel privileged
to build on his achievements.
Since taking on this role, I have focused on engaging
with the Auto Trader teams, building relationships,
and gaining a clear understanding of our business.
I would like to thank the Auto Trader teams for the
comprehensive induction they provided, which
has greatly assisted me in familiarising myself with
the organisation. I believe this approach will
support robust financial oversight and effective
risk management going forward.
INTERNAL AND EXTERNAL AUDITORS
The Internal Audit function is co-sourced, with our
in-house internal audit resource collaborating
alongside BDO LLP. This arrangement provides us
with access to a broad range of expertise on a
cost-effective basis, supporting best practices in
managing internal controls and financial risks.
Our external auditor, KPMG LLP, continues to
provide independent assurance over our annual
and interim financial statements. I have met
regularly with our Audit Partner and his team,
and I am satisfied that their work provides strong
challenge and rigour when auditing the
Auto Trader accounts.
During the year, Jamie Warner (CFO), members of
the Finance team, and I conducted a selection
process with KPMG to replace our current Audit
Partner, David Derbyshire, when his five-year term
concludes in May 2025. We would like to extend
our thanks to David for his service and dedication
as our Audit Partner over the past five years. He
has provided expertise and challenge that has
significantly enhanced the quality and integrity
of our audits. In addition, KPMG will complete nine
years of service in March 2026, and in line with
regulations for statutory audits we have begun
an audit tender process.
Both our internal and external auditors regularly
attend Audit Committee meetings, providing
valuable insights and challenge. I extend my
thanks to both BDO and KPMG for their services
during the year.
LOOKING FORWARD
In the year ahead, my priority is to build on the
strong foundation laid by my predecessor.
The Committee will continue to focus on
maintaining the integrity of our financial
reporting, internal controls, and the
effectiveness of our audit functions.
We will aim to stay up-to-date with new areas
such as AI and evolving ESG standards and
regulations. Additionally, we will closely monitor
emerging risks, including geo-political events,
cyber security developments, regulatory
changes, and evolving market conditions.
I look forward to working with the Board and
management team to ensure Auto Trader’s
continued success.
At the 2024 AGM, shareholders approved the
re-appointment of KPMG LLP as our external
auditor, and the Committee has recommended
their re-appointment at the 2025 AGM.
Please note that whilst this Report of the Audit
Committee covers some of the matters addressed
during the year, it should be read alongside the
external auditors’ report (starting on page 114) and
the Auto Trader Group plc financial statements.
Amanda James
Chair of the Audit Committee
29 May 2025
OUR PROGRESS IN 2025
•
Appointed Amanda James as Audit
Committee Chair.
•
Assessed and monitored the integrity of
financial reporting, the Group’s going concern
and viability statements.
•
Reviewed the Group’s policies on the impairment
of assets.
•
Received updates from the Finance and
Compliance teams on GDPR, Tax, Cyber Security
and Consumer Duty.
•
Evaluated the quality, effectiveness
and independence of our internal and
external auditors.
•
Reviewed internal controls and risk
management processes, including our planned
approach to Provision 29 of the UK Corporate
Governance Code.
FOCUS AREAS FOR 2026
•
Continue to focus on maintaining the integrity
of our financial reporting, internal controls, and
the effectiveness of our audit functions.
•
We will aim to stay up-to-date with new
areas such as AI and evolving ESG standards
and regulations.
•
Closely monitor emerging risks, including
geo-political events, cyber security
developments, regulatory changes, and
evolving market conditions.
•
Continued focus on cyber security.
•
Audit tender process.
TERMS OF REFERENCE
plc.autotrader.co.uk/investors
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FINANCIAL REPORTING
The primary role of the Committee in relation to financial reporting is to review and monitor the integrity
of the financial statements, including annual and half-year reports, results announcements, dividend
proposals and any other formal announcement relating to the Group’s financial performance.
The Committee assessed the accounting principles and policies adopted, and whether management
had made appropriate estimates and judgements. The Committee also reviewed external audit
reports for the 2025 half-year statement and Annual Report. With assistance from management and
KPMG, the Committee identified areas of financial statement risk and judgement as described below:
Description of significant area
Audit Committee action
Carrying value of cash generating units
The Group has two cash generating units
(‘CGUs’), Digital and Autorama, which require
annual impairment testing.
Management’s assessment of the recoverability
of the carrying value is based on future cash
flow forecasts. Forecast estimation is most
significant for the growth in revenue from the
market share of Autorama.
The Committee reviewed the assumptions made by
management, in particular the market and market
share revenue growth estimates that underpin the
value in use of the Autorama CGU. The Committee
concluded that the judgements applied were
appropriate. The Committee challenged and was
satisfied with the forecasts used, the results of
the reviews and the sensitivities disclosed.
Revenue recognition
Revenue recognition for the Group is not
complex. However, this remained an area of
focus due to the large volume of transactions
and as revenue is the largest figure in the
income statement.
The Committee was satisfied with the explanations
provided and conclusions reached in relation to the
Group’s revenue recognition.
Other areas of focus
Audit Committee action
Going concern and viability statement
The Directors must satisfy themselves as to the
Group’s viability and confirm that they have a
reasonable expectation that it will continue to
operate and meet its liabilities as they fall due.
The period over which the Directors have
determined it is appropriate to assess the
prospects of the Group has been defined
as five years. In addition, the Directors must
consider if the going concern assumption
is appropriate.
The Committee reviewed management’s work
supporting the going concern assessment and
viability statements. These included the Group’s
Medium Term Plan and cash flow forecasts for the
period to March 2030. The Committee discussed
with management the appropriateness of the
five-year period and discussed the correlation
with the Group’s principal risks and uncertainties
as disclosed on pages 65 to 70. The feasibility
of mitigating actions and the potential speed of
implementation to achieve any financial flexibility
required were discussed.
The Committee evaluated the conclusions over
going concern and viability and the proposed
disclosures in the financial statements and
satisfied itself that the financial statements
appropriately reflect the conclusions.
Investment value in joint venture
The Group has a joint venture with Cox
Automotive UK, Dealer Auction. Management’s
assessment of the recoverability of the
investment value, including goodwill, is based
on future cash flow forecasts.
The Committee reviewed the assumptions made
by management, particularly in relation to cash
flow forecasts to support the carrying value, and
was satisfied that these were appropriately
accounted for.
FAIR, BALANCED AND UNDERSTANDABLE
At the request of the Board, the Committee reviewed the content of the 2025 Annual Report and
considered whether, taken as a whole, in its opinion it is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s position, performance,
business model and strategy. The Committee was provided with a draft of the Annual Report and the
opportunity to comment where further clarity or information should be added. The final draft was
then recommended for approval by the Board. When forming its opinion, the Committee had regard
to discussions held with management and reports received from internal and external auditors.
In particular, the Committee considered:
Is the report fair?
•
Is a complete picture presented and has any sensitive material been omitted
that should have been included?
•
Are key messages in the narrative aligned with the KPIs and are they reflected
in the financial reporting?
•
Are the revenue streams described in the narrative consistent with those used
for financial reporting in the financial statements?
Report of the Audit Committee
continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Is the report
balanced?
•
Is there a good level of consistency between the reports in the front and the
reporting in the back of the Annual Report?
•
Do you get the same messages when reading the front end and the back
end independently?
•
Is there an appropriate balance between statutory and adjusted measures
and are any adjustments explained clearly with appropriate prominence?
•
Are the key judgements referred to in the narrative reporting and significant
issues reported in the Report of the Audit Committee consistent with
disclosures of key estimation uncertainties and critical judgements set out
in the financial statements?
•
How do these compare with the risks that KPMG include in their report?
Is the report
understandable?
•
Is there a clear and cohesive framework for the Annual Report?
•
Are the important messages highlighted and appropriately themed
throughout the document?
•
Is the report written in accessible language and are the messages clearly
drawn out?
Following the Committee’s review, the Directors confirm that, in their opinion, the 2025 Annual Report,
taken as a whole, is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group’s position and performance, business model and strategy.
RISK MANAGEMENT AND INTERNAL CONTROL
The Committee’s responsibilities include a review of the effectiveness of Auto Trader’s risk
management and internal controls frameworks, and where relevant, ensure that weaknesses are
remediated in a timely manner. During 2025 the Audit Committee’s review concluded that it is
effective. The processes adopted for monitoring the frameworks included the following:
•
Evaluation of the processes used to identify and assess risks, including new and emerging risks.
•
Evaluation of the process for designing mitigations and controls and how the Group’s risk appetite
informs responses to risk.
•
Reviewing the Group Assurance Map to confirm that Auto Trader’s risk and governance structure
has appropriately overseen, managed, and controlled our material principal risks. The Audit
Committee concluded that our principal risks are being managed effectively and to a level
consistent with our risk appetite.
•
In addition to holistic reviews of the risk, controls, and assurance framework, the Committee also
received reporting from management regarding Auto Trader’s response to specific areas of risk,
laws, and regulations. These included: cyber security, treasury policy, tax compliance,
effectiveness of our internal and external audit functions, and corporate governance reforms.
In 2025 no material internal control weaknesses were identified.
•
Reviewing cultural and ethical indicators to ensure that Auto Trader’s culture sets a solid
foundation for effective risk management. The review included reporting from management
confirming that during 2025 there have not been any known instances of fraud, bribery or
whistleblowing complaints. The Committee also reviewed information on whether there have
been any employee cases, grievances, settlements, legal disputes, disciplinary action, conduct
rule breaches, or regulatory penalties.
•
Receiving reports from the Group’s co-sourced Internal Audit function and monitoring the
completion of internal audit actions.
•
Reviewing reports from the external auditor on any issues identified in the course of their work,
including reports on the effectiveness of the internal control environment. The Audit Committee
also ensured that there were appropriate responses from management.
The Group has internal controls and risk management arrangements in place in relation to its financial
reporting processes and preparation of consolidated accounts. These systems include policies
and procedures to ensure that adequate accounting records are maintained, and transactions are
recorded accurately and fairly to permit the preparation of financial statements in accordance with
IFRS. The internal control systems include the following elements:
Element
Approach and basis for assurance
Risk
management
Details of our governance structure and risk management arrangements can be
found in the Risk management section of this Annual Report. Risk management
operates throughout all levels of our governance structure.
The Board as a whole is accountable for risk management. The day-to-day
responsibility for managing risk resides with the Auto Trader Leadership Team
(‘ALT’). Assurance over the effectiveness of risk management activity is provided
under the three lines of defence model as described below.
Reports on the effectiveness of risk management and internal controls are
presented to executive management at the Risk Forum (which meets monthly),
to Non-Executive Directors via the Audit Committee, and to the Board.
The Risk Forum agenda includes risk-based ‘deep dives’ into key risk areas and in
the last year these have included: crisis management; cyber security penetration
testing; employee relations and grievance processes; corporate governance
reform; FCA compliance; counter-fraud and financial crime; artificial intelligence;
and third-party risk management.
Key risks and controls are documented in a Group risk register with ALT members
designated as risk owners. The process for reviewing and updating the risk
register is facilitated by the Governance, Risk and Compliance function and
overseen by the Board, as described in the ‘How we manage risk’ section of this
Annual Report.
A risk-based internal audit programme provides independent, third-line
assurance over the effectiveness of the risk management arrangements and this
year’s internal audit plan included the reviews outlined in the following section.
Report of the Audit Committee
continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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Annual Report and Financial Statements 2025
Element
Approach and basis for assurance
Financial
reporting
Group consolidation is performed on a monthly basis with a month-end pack
produced that includes an income statement, balance sheet, cash flow and
detailed analysis. The pack also includes KPIs and these are reviewed by the
ALT and the Board. Results are compared against the Plan or re-forecast and
narrative is provided by management to explain significant variances.
The effectiveness of the controls within the financial reporting and consolidation
process is reviewed on an ongoing basis by the Governance, Risk and Compliance
function. The Risk Forum and the Audit Committee review and oversee these
reports and there were no significant or material control weaknesses identified
during 2025.
Budgeting and
forecasting
An annual Plan is produced and monthly results are reported against this.
The Plan is prepared using a bottom-up approach, informed by a high-level
assessment of market and economic conditions. Reviews are performed by the
ALT and the Board. The Plan is also compared to the top-down Medium Term
Plan (‘MTP’) as a sense check. The Plan is approved by the ALT and the Board.
A detailed monthly rolling forecast is produced, with inputs provided from
all business owners. The rolling forecast is then used to help identify potential risks
and opportunities by comparison to the original budget. A monthly business review
then takes place with the relevant ALT member, COO and CFO to agree actions.
Delegation of
authority and
approval limits
A documented structure of delegated authorities and approval for transactions
is maintained within the Board’s Terms of Reference. This is reviewed regularly
by management to ensure it remains appropriate for the business.
Segregation
of duties
Procedures are defined to segregate duties over significant transactions,
including: procurement, payments to suppliers, payroll, discounts and refunds.
Regular reviews of IT system access take place to ensure that segregated duties
remain enforced. Key reconciliations are prepared and reviewed on a monthly
basis to ensure accurate reporting.
INTERNAL AUDIT
BDO are the Group’s co-sourced Internal Audit function. The Internal Audit function is accountable
to the Audit Committee and uses a risk-based approach to provide independent assurance over the
adequacy and effectiveness of the control environment. The internal audit work plan for 2025
included internal audit assignments in relation to the following areas of risk:
•
Customer billing and invoicing.
•
Data protection and GDPR across the Group.
•
FCA compliance within AT Leasing.
•
Customer, consumer, and regulated complaints.
The risk-based internal audit plan for 2026 was approved by the Audit Committee and covers a broad
range of core financial and operational processes and controls, focusing on specific risk areas. Whilst
the plan has been approved, the Audit Committee will continue to review it regularly to ensure that
any new and emerging areas of risk are considered.
Management actions that are recommended following the internal audits are tracked to completion
and reviewed by the Risk Forum and then by the Audit Committee. The Committee had closed sessions
with BDO and the Committee also met with management without the presence of BDO. There were no
significant issues raised during these meetings.
A risk-based programme of key controls testing is performed by the Governance, Risk and Compliance
function. We continue to monitor the resource within this function to ensure that we are able to
efficiently monitor the effectiveness of our material internal controls.
EXTERNAL AUDIT
The Committee oversees the relationship with the external auditor, KPMG, and reviews their findings
in respect of audit and review work. The Committee received and discussed KPMG’s review of the
half-year report to 30 September 2024 and their audit of the financial statements for the year to
31 March 2025. The Committee met with KPMG without management present and with management
without KPMG present, to ensure that there were no issues in the relationship between management
and the external auditor to be addressed, and no issues were raised.
External auditor effectiveness
One of the Committee’s roles is to evaluate the quality and effectiveness of audit services provided,
and the level of professional scepticism applied. The Committee has conducted an assessment in
accordance with the FRC Practice Aid for Audit Committees (updated 2019) and Audit Committees
and the External Audit: Minimum Standard.
The review considered audit scope and plans, materiality assessments, review of auditor’s reports
and feedback from management on the effectiveness of the audit process. The review also included
an evaluation of KPMG’s latest ‘Audit Quality Inspection and Supervision’ report issued by the Audit
Quality Review (‘AQR’) team of the FRC in July 2024. The Committee and KPMG have discussed the
findings of the report.
Overall, the result of the review concluded that the external auditor provided appropriate challenge
on key areas of audit risk and applied professional scepticism throughout. No issues were identified
which cause doubt on the quality of Auto Trader’s external audit and the Committee remains satisfied
with the efficiency and effectiveness of the external audit.
Partner rotation
The year ended 31 March 2025 was the fifth year the Group’s current engagement lead audit partner
has been involved in the audit of the Group. In accordance with the FRC Ethical Standard for Auditors,
a replacement engagement lead audit partner will be appointed for the audit of the Group accounts
for the year ending 31 March 2026.
Report of the Audit Committee
continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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INDEPENDENCE AND NON-AUDIT SERVICES
The Committee is responsible for ensuring the external auditor remains independent. The Committee
has reviewed, and is satisfied with, the independence of KPMG as the external auditor. In particular,
discussions have been held with KPMG’s senior management to verify the Group’s audit partner’s
performance and standing within KPMG. There were no conflicts or matters of concern conveyed.
The external auditor is primarily engaged to carry out statutory audit work. There may be other
services where the external auditor is considered to be the most suitable supplier by reference to their
skills and experience. It is the Group’s practice that it will seek quotes from more than one firm, which
may include KPMG, before engagements for non-audit projects are awarded. Contracts are awarded
based on individual merits. A policy is in place for the provision of non-audit services by the external
auditor, to ensure that the provision of such services does not impair the external auditor’s
independence or objectivity, and will be assessed in line with FRC Ethical and Auditing Standards.
Non-audit service
Policy
Audit-related services directly related to
the audit
For example, the review of interim financial
statements, compliance certificates and
reports to regulators.
Pre-approval by the Committee is required for all
non-audit services. Permissible services may be
approved to a maximum of £100,000 for each
individual engagement, and to a maximum
aggregate in any financial year of 70% of the
average audit fees paid to the audit firm in the last
three consecutive years.
In addition, services relating to issue of compliance
certificates in relation to banking facilities, loan
agreements or covenants are considered to be
pre-approved by the Audit Committee to a level
of £50,000 for each individual engagement.
Prohibited services
In line with the EU Audit Reform, services where
the auditor’s objectivity and independence
may be compromised. Prohibited services are
detailed in the FRC Revised Ethical Standard
2019 and include tax services, accounting
services, internal audit services, valuation
services and financial systems consultancy.
Prohibited.
Refer to plc.autotrader.co.uk/investors for full details of the policy
During the year, KPMG charged the Group £55,000 (2024: £52,000) for audit-related assurance
services directly relating to the review of the Group’s interim report for the six months ended
30 September 2024 and £16,000 for the provision of an annual limited assurance report which is
published on the Group’s website and used for the Sustainability Compliance Certificate required
under the Company’s Syndicated Revolving Credit Facility.
THE STATUTORY AUDIT SERVICES FOR LARGE COMPANIES MARKET INVESTIGATION (MANDATORY
USE OF COMPETITIVE TENDER PROCESSES AND AUDIT COMMITTEE RESPONSIBILITIES) ORDER 2014
– STATEMENT OF COMPLIANCE
A competitive tender was completed in 2016 and KPMG were appointed as statutory auditor for the
year to March 2017. We have therefore complied with the requirement that the external audit contract
is tendered within the 10 years prescribed by UK legislation and the Code’s recommendation. To allow
ample time for the selection process and an orderly transition should there be a change in auditor,
the Group will commence a comprehensive and competitive tender process during the upcoming year
for the external audit for the financial year ending 31 March 2027. The process will be led by the Chair
of the Committee and supported by a steering group who will then make a recommendation to the
Board on the appointment or reappointment of the auditor (as applicable). In the meantime, the
Group will be proposing the re-appointment of its current auditor at the 2025 AGM. The Committee
confirms that the Group complies with the provisions of the Competition and Markets Authority’s
Order for the financial year under review.
Amanda James
Chair of the Audit Committee
29 May 2025
Report of the Audit Committee
continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
91
Auto Trader Group plc
Annual Report and Financial Statements 2025
Report of the Corporate Responsibility Committee
Jeni Mundy
Chair of the
Committee
WORKING RESPONSIBLY
P29
Dear shareholders,
I am pleased to present the Report of
the Corporate Responsibility Committee
for March 2025.
The Committee has continued to guide and oversee
progress in the delivery of our Environmental,
Social and Governance (‘ESG’) strategy, providing
oversight, scrutiny and challenge on matters
relating to the Group’s ESG strategy.
We recognise that our activities – and the way
we carry them out – have impacts that reach well
beyond our financial performance. Our business
activities impact a wide range of stakeholders
and we strive to make this impact a positive one.
OUR PROGRESS IN 2025
This year we undertook a full refresh of our
materiality assessment to ensure we are
prioritising and focusing on the right issues.
Conducting business responsibly, with
stakeholders at the heart of our decisions, is core
to our strategy and success. Our materiality
assessment serves as a strategic tool, providing
an overview of the material ESG issues that
impact our business but also considers our
business’s impact and external influence.
We continue to make good progress with our
ESG strategy and our cultural KPIs.
Environmental strategy
The Group has developed its first Climate
Transition Plan (see pages 33 to 50) which sets out
the Group’s plans to transition to a sustainable
economy. The Group has continued to push
forward in each of the pillars making up the
Group’s strategic objectives, with a key
achievement during the year being the launch of
the first Carbon Literacy Toolkit for the digital and
tech industries in partnership with Manchester
Digital and The Carbon Literacy Project.
We report consistently with the
recommendations of the Task Force on Climate-
related Financial Disclosures (‘TCFD’) and have
continued to review the risks and opportunities
posed by climate change and how they might
impact our business.
The Group continues to measure its GHG
emissions and these have been verified by a
third party, providing an assurance over our
emissions reporting. In addition, this year we also
submitted our Phase 3 compliance and action
plan reporting in line with the ESOS regulations
on energy usage.
Looking ahead to next year, the Committee
looks forward to seeing the Group’s progress
with its Climate Transition Plan and further
progress towards the ambitious target to be
net zero by 2040.
Diversity and inclusion
The Group has continued to focus on and make
progress to improve the diversity and inclusion
within the organisation through well established
training and development programmes. It is
encouraging that the Group’s representation
of women at a Company and leadership level
remains consistently high. The refined Inclusive
Culture Development Programme supports
the Group’s continued focus on diversity
and inclusion.
Measuring progress
It is important to assess the progress being made
across the Group’s ESG commitments and goals
and we use our cultural KPIs for this purpose.
I am pleased to see that there has been positive
progress with all of our diversity and inclusion
KPIs and our employee engagement score
remains high at 91%.
Progress towards our net zero target will continue
to be monitored throughout the year. The Group
should monitor developments with the SBTi’s
Corporate Net-Zero Standard, which is currently
under review and consultation, to ensure that the
Group’s targets and planned actions remain
ONGOING ESG TRAINING
During the year we engaged an advisory team to
deliver annual ESG specific training to the Corporate
Responsibility Committee and the Group’s Executive
Directors. This year the training focused on ESG
trends and how Auto Trader is viewed by sustainable
investors. It was pleasing to hear that Auto Trader is
well positioned in ESG reporting and performs well
against peers in the majority of the most renowned
third-party ESG metrics, screening the strongest via
MSCI and Bloomberg disclosure data in particular.
NON-FINANCIAL REPORTING FRAMEWORKS
We continue to evolve our ESG reporting to meet
the requirements of leading industry frameworks
and our stakeholders’ expectations. Our reporting
focuses on the Task Force on Climate-related
Financial Disclosures (‘TCFD’) and the Sustainability
Accounting Standards Board (‘SASB’) standards
referencing the SASB’s reporting framework for
the Internet and Media Services and Media &
Entertainment industries. We have also identified
the UN Sustainable Development Goals (‘SDGs’)
which we believe Auto Trader can make a
meaningful contribution to.
AT A GLANCE
Providing oversight, scrutiny and challenge on
matters relating to the Group’s ESG strategy.
OVERVIEW
•
Composed of five Independent Non-Executive
Directors.
•
The Chair of the Board, Executive Directors and
other relevant individuals attend the meetings
when appropriate by invitation.
•
The Assistant Company Secretary acts as
secretary to the Committee.
•
At least three meetings held per year.
OUR PROGRESS IN 2025
•
Refresh of our materiality assessment to ensure
we are prioritising the right issues.
•
Development of our Carbon Transition Plan.
•
Submission of our ESOS Phase 3 reporting.
•
Carbon Literacy Technology Toolkit Partnership.
•
Mandatory sexual harassment training for all
employees and roll out of ‘Respect at Work’ Policy.
•
Set up the Auto Trader Digital Inclusion Fund
(partnering with Forever Manchester).
FOCUS AREAS FOR 2026
•
Keep up to date with the SBTi’s Net-Zero Standard.
•
Promote engagement with the Digital & Tech
Carbon Literacy Toolkit.
•
Continued focus on manager training and
development.
appropriate. Over the next year the Committee
will continue to oversee and monitor the
business’s commitments in relation to ESG and
continue to push forward our ESG strategy.
After nine rewarding years as a Non-Executive
Director and Committee Chair, I will be stepping
down from the Board at the AGM. I will be
handing over the Committee Chair to Megan
Quinn with effect from the conclusion of the
2025 AGM. It has been a real privilege to serve
alongside such a talented and committed team.
I leave with great confidence in the Company’s
future and wish everyone continued success in
the years ahead.
Jeni Mundy
Chair of the Corporate Responsibility Committee
29 May 2025
TERMS OF REFERENCE
plc.autotrader.co.uk/investors
STRATEGIC REPORT
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92
Auto Trader Group plc
Annual Report and Financial Statements 2025
Report of the Corporate Responsibility Committee
continued
TCFD recommended disclosure
Group progress
Governance
1.
Describe the Board’s oversight of climate related risks
and opportunities.
2.
Describe management’s role in assessing and
managing climate related risks and opportunities.
We have integrated climate governance into our existing governance processes and responsibility for the risks associated with climate
change throughout our business.
Oversight of climate risks and opportunities is described in ‘The environment’ in the Being a responsible business section on page 50.
Strategy
3.
Describe the climate related risks and opportunities
the organisation has identified over the short, medium
and long term.
4.
Describe the impact of climate related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
5.
Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios.
The global threat of climate change and the Paris Agreement are forcing action and car buyers want to make the shift to more environmentally
friendly vehicles. Public policy is pushing de-carbonisation with the ban on petrol and diesel vehicles before 2035. We have also strengthened
our environmental strategy to focus on the following areas:
(i)
Auto Trader’s net zero commitments;
(ii)
Supporting the automotive industry; and
(iii)
Supporting our consumers.
We have undertaken climate scenario analysis and refined our assessment of the risks and opportunities posed by climate change and how
they might impact our business, including consideration of the resilience of our business strategy.
See pages 38 to 40 for more information.
Risk management
6.
Describe the organisation’s processes for identifying
and assessing climate related risks.
7.
Describe the organisation’s processes for managing
climate related risks.
8.
Describe how processes for identifying, assessing and
managing climate related risks are integrated into the
organisation’s overall risk management.
We have a well-established risk management framework that separates responsibilities into three lines of defence – our ALT, oversight
functions and committees and independent assurance.
The Group risk register includes risk of climate change as a principal risk.
We have considered various risks and opportunities, which includes both physical and transition factors. We are looking to take advantage
of the opportunities presented by a shift towards electric vehicles and mitigate risks. We have modelled a climate related scenario in our
viability statement and have also undertaken climate scenario analysis.
See pages 62 to 72 for more information.
Metrics and targets
9.
Disclose the metrics used by the organisation to assess
climate related risks and opportunities in line with its
strategy and risk management process.
10.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (‘GHG’) emissions, and the related risks.
11.
Describe the targets used by the organisation to
manage climate related risks and opportunities and
performance against targets.
To help us accurately assess and develop strategies to reach our net zero target, we have broadened the reporting of our GHG emissions
to include a full inventory of Scope 3. We have updated our reporting to include the impact of Autorama.
We are committed to the Science Based Targets initiative and our near-term (2030) and long-term (2040) targets have both been validated
by the SBTi. We are committed to:
(i)
Reduce absolute Scope 1 and 2 GHG emissions 50% by FY2030/31 from a FY2022/23 base year;
(ii) Reduce absolute Scope 3 GHG emissions 46.2% over the same timeframe; and
(iii)
Reduce absolute Scope 1, 2 and 3 GHG emissions 90% by FY2040/41 from a FY2022/23 base year.
Our GHG emissions have been audited by a third party, EcoAct, providing an assurance over our emissions reporting.
See page 49 for more information.
TCFD ALIGNMENT AT A GLANCE
The Task Force on Climate-related Financial Disclosures (‘TCFD’) recommendations are structured around four thematic areas that represent core elements
of how organisations operate: governance, strategy, risk management, and metrics and targets. We have summarised our progress below and pages 33 to 50
in our Being a responsible business section include disclosures consistent with the recommendations of the TCFD.
STRATEGIC REPORT
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Report of the Corporate Responsibility Committee
continued
Topic
Accounting metric
Group progress
Environmental footprint of
hardware infrastructure
1.
Total energy consumed.
2.
Percentage grid electricity.
3. Percentage renewable.
Scope 1, 2 and 3 GHG emissions disclosed. See page 49 for further information.
Discussion of the integration of environmental considerations
into strategic planning for data centre needs.
We have completed the migration of our data centres to the cloud.
Data privacy, advertising standards
and freedom of expression
Description of policies and practices relating to behavioural
advertising and user privacy.
See page 59 for more information on our approach to data privacy.
List of countries where core products or services are subject
to government-required monitoring, blocking, content filtering
or censoring.
None, Auto Trader is a UK based company with a predominantly UK based target audience.
Data security
1.
Number of data breaches.
2.
Percentage involving personally identifiable information (‘PII’).
3.
Number of users affected.
We report qualifying incidents to the relevant regulators (for example, the Information
Commissioner’s Office (‘ICO’) in the UK) and impacted individuals, where we are legally
required to do so and within the mandated timeframes. To the extent that the relevant
regulators ever find fault with our data breach management and/or data security
practices, they publish their findings/sanctions on their websites. There were no such
sanctions in 2024/25.
Description of approach to identifying and addressing data
security risks, including use of third-party cyber security standards.
See page 59 for our approach to data security and privacy. We have adopted the National
Institute of Standards and Technology (‘NIST’) Cyber Security Framework to manage and
reduce cyber security risks.
Employee recruitment, inclusion
and performance
Percentage of employees that are foreign nationals.
The Group has a total of 134 foreign nationals, representing 10.4% of total employees as at
31 March 2025.
Employee engagement as a percentage.
91%, see page 24 for further information.
Percentage of gender and racial/ethnic group representation for:
1.
Management.
2.
All other employees.
See page 55 for further information.
Intellectual property protection
and competitive behaviour
Total amount of monetary losses as a result of legal proceedings
associated with anti-competitive behaviour regulations.
No monetary losses as a result of legal proceedings.
SASB DISCLOSURE TOPICS AND ACCOUNTING METRICS
SASB standards enable businesses around the world to identify, manage and communicate financially material sustainability information to their investors. The SASB
standards are industry specific and identify the minimum set of financially material sustainability topics and their associated metrics for the typical company in an industry.
SASB assigns Auto Trader to Internet & Media Services and the following disclosure sets out our progress according to the SASB standard for that sector.
STRATEGIC REPORT
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94
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ remuneration report
Dear shareholders,
I am pleased to present, on behalf of the
Board, the Report of the Remuneration
Committee (the ‘Committee’) for the
year ended 31 March 2025, my first report
since I became Chair of the Remuneration
Committee in September 2024.
I would like to sincerely thank our shareholders for
their support and confidence in voting in favour
of the Remuneration Policy at the 2024 AGM.
I would like to thank Jill Easterbrook, my
predecessor, for her exemplary contributions
during her tenure. Under Jill’s leadership the
Committee established a robust remuneration
framework and policy, ensuring alignment with
our strategic objectives and with shareholders’
interests, and I look forward to building on this
strong foundation to ensure our pay structures
continue to support the attraction, retention
and motivation of our high-performing talent.
Annual statement by the
Chair of the Remuneration
Committee
PERFORMANCE AND REWARD IN 2025
At Group level, revenue grew 5% to £601.1m (2024:
£570.9m), and Group operating profit increased
by 8% to £376.8m (2024: £348.7m) with an
operating profit margin of 63% (2024: 61%). In the
core Auto Trader business, revenue growth was
7% to £564.8m (2024: £529.7m) and operating
profit was up 4% at £394m (2024: £378.6m) with
an operating profit margin of 70% (2024: 71%),
which includes a £10.2 million charge for the
impact of the UK’s Digital Services Tax for the
first time in the year.
Basic earnings per share increased 12% to 31.66p
(2024: 28.15p), and adjusted earnings per share
increased by 8% to 31.66 p (2024: 29.37 p).
Our marketplace delivered robust revenue and
operating profit growth during the year, and we
continued to make good progress in strategic
areas including digital retailing as well as new
car, leasing, data and AI and our platform
services. We have continued to operate a
balanced approach between short-term and
long-term performance, and create value for
our customers, our people and our shareholders.
Geeta Gopalan
Chair of the Committee
AT A GLANCE
Core responsibilities include determining
all elements of remuneration for the
chair, Executive Directors, and senior
management, as well as advising and
overseeing reward arrangements for
the wider workforce.
OVERVIEW
•
Composed of five Independent
Non-Executive Directors.
•
The Chair of the Board, Chief Executive
Officer, Chief Operating Officer, Chief
Financial Officer and other relevant
individuals including external advisors
are invited to attend the meetings
when appropriate. No person is present
during any discussion relating to their
own remuneration.
OUR PROGRESS IN 2025
•
Directors’ Remuneration Policy approved
by shareholders at 2024 AGM.
•
Geeta Gopalan appointed as Remuneration
Committee Chair with effect from the
2024 AGM.
•
Assessed the achievement of targets for the
FY25 annual bonus and 2022 PSP awards.
•
Set appropriate targets for the FY26
annual bonus and the PSP awards to be
granted in 2025.
FOCUS AREAS FOR 2026
•
Assess the achievement of targets for
the FY26 bonus and 2023 PSP awards.
•
Continue to engage with shareholders on
remuneration matters, ensuring sustained
alignment with shareholder interests.
•
Continue to monitor our remuneration
arrangements in the context of our approach
to the wider workforce, Executive pay
environment, governance developments and
market practice whilst ensuring alignment
with strategic objectives.
KPIs
P22
TERMS OF REFERENCE
plc.autotrader.co.uk/investors
STRATEGIC REPORT
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95
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ remuneration report
continued
Annual bonus
As detailed in last year’s Directors’ remuneration
report, the FY25 annual bonus was based 75%
on Group operating profit and 25% on strategic
milestones linked to our digital retailing
strategic priority.
The Group operating profit outcome was
£376.8m (2024: £348.7m, an increase of 8%)
compared to the stretch target of £405m.
This resulted in a pay-out of 28% out of a
maximum of 75% for this element. The Committee
assessed the progress made on our digital
retailing strategic priority based on a basket
of measures including technical milestones
and operational metrics, and determined that
a pay-out of 15% out of a maximum of 25% should
apply for this element.
The overall bonus pay-out is therefore 43% of
maximum. Half of this bonus will be deferred
into shares for a two-year period.
Performance Share Plan (‘PSP’)
PSP awards granted in 2022 will vest in June 2025
based on performance over the three years to
31 March 2025. The award was based 70% on
operating profit growth, 20% on revenue growth
and 10% on carbon reduction. The vesting under
any of the performance conditions was subject
to a diversity underpin.
Operating profit growth of 9.2% and revenue
growth of 9.7% over the performance period were
slightly below the set stretch targets, resulting
in a pay-out of 81% and 88% of maximum potential
respectively for these elements. The overall
reduction in carbon emissions over the
performance period was 15%, which was below
the set threshold target, resulting in no pay-out
for this element. The Committee determined that
good progress had been made to satisfy the
diversity underpin and that no adjustment to the
vesting outcome was required. The overall PSP
pay-out is therefore 74.3% of maximum. Under the
terms of the PSP holding period, the Directors will
retain the net vested shares received for at least
two years from the point of vesting.
The Committee carefully considered the
annual bonus outcome and the level of PSP
award vesting and concluded that these were
a fair reflection of the underlying performance
during the year and over the past three years
against the stretching targets set and that
these outcomes are appropriate in the context
of the broader shareholder and stakeholder
experience. No discretion has therefore been
exercised in relation to these outcomes.
PERFORMANCE AND REWARD IN 2026
After careful consideration, the Committee
has approved salary increases of 2% for the
Executive Directors. This is in line with the
average increase for senior leaders in FY26,
and below the planned average Company-wide
pay increase of c.3.5%.
For FY26, we will continue with the approach
we introduced for the FY25 awards. The annual
bonus will continue to be weighted as 75% on
operating profit and 25% on strategic measures
linked to the achievement of stretching strategic
and operational milestones against our digital
retailing strategy. Targets, and performance
against these, will be disclosed at the end of the
performance period.
PSP awards granted this year will be based on
70% EPS growth and 20% revenue growth with
the remaining 10%, previously a single carbon
emission reduction target, being replaced with
a basket of targets incorporating our cultural
KPIs. Our cultural KPIs include gender and ethnic
diversity in the workforce and in leadership,
employee engagement and carbon emissions
reduction, thus enabling a more comprehensive
assessment of performance versus our ESG
strategy. As the diversity targets are part of our
cultural KPIs, awards will not be subject to a
diversity underpin as was the case in previous
years. The Committee will consider what
progress has been achieved during the
performance period against our longer-term
objectives for each of the cultural KPIs as well
as how that progress has been achieved and
determine an appropriate level of vesting at
the end of the period. Further details of the PSP
targets are disclosed on page 97.
LOOKING AHEAD
I trust that you will support our 2025 Directors’
remuneration report at the AGM in September.
I will be available at the AGM to answer any
questions. The Remuneration Committee is
committed to ensuring that we are responsive
to developments in best practice, and will
proactively consider the implementation of our
policy in light of this. I welcome any feedback
that you may have, which can be submitted to
ir@autotrader.co.uk.
Geeta Gopalan
Chair of the Remuneration Committee
29 May 2025
STRATEGIC REPORT
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FINANCIAL STATEMENTS
96
Auto Trader Group plc
Annual Report and Financial Statements 2025
75
%
Operating profit
25
%
Strategic:
milestones and metrics
linked to our digital
retailing strategic priority
Maximum
opportunity
CEO:
150
% of salary
COO and CFO:
130
% of salary
50%
of bonus
paid in cash
50%
of bonus deferred
into shares for two years
Malus and clawback
provisions apply
FY26 bonus metrics
Maximum
opportunity
CEO:
250% o
f salary
COO and CFO:
200
% of salary
3-year
performance period
70
%
Earnings
Per Share (EPS)
growth
1
20
%
Revenue
growth
2
10%
Cultural KPIs
3
2-year
holding period
Malus and clawback
provisions apply
2026 PSP metrics
REMUNERATION AT A GLANCE: HOW EXECUTIVES WILL BE PAID IN FUTURE YEARS
Annual bonus
To incentivise and reward the achievement of annual financial and operational objectives which
are closely linked to the corporate strategy.
Fixed pay: to recruit and reward executives of a high calibre
Remuneration for the year ending 31 March 2026
Salary
CEO: £714,000
COO: £399,330
CFO: £443,700
The Committee decided it was appropriate to apply a salary increase of 2% in line with the average increase for senior leaders in FY26 and below the planned average
Company-wide increase of c. 3.5%. The increase in salaries is effective from 1 July 2025.
The COO’s salary has been pro-rated to reflect that she works 4.5 days per week. Her full-time equivalent salary is £443,700, in line with that of the CFO.
Pension
7% of salary
Aligned with the maximum pension opportunity for the wider workforce.
Benefits
Includes private medical cover, life assurance and income protection insurance.
An overview of our Policy and how it is proposed to apply in 2026 is set out below:
Performance Share Plan
To incentivise and recognise successful execution of the business strategy over the longer term.
To align the long-term interests of Executive Directors with those of shareholders.
SHAREHOLDING GUIDELINES
GUIDELINES APPLY IN-POST, AND EXTEND BEYOND STEPPING DOWN
FROM THE BOARD
200% of salary.
POST-EMPLOYMENT GUIDELINES
100% of in-post shareholding guideline (or actual shareholding if lower) for a period
of two years following departure from the Board.
1.
Compound annual growth rate targets have been set as three-year growth targets with reference to performance for 31 March 2025 as the base year. Earnings Per Share will be based on Group Earnings Per Share.
2.
Revenue will be based on Group revenue, but excluding Vehicle & Accessory Sales attributable to Autorama, as this revenue does not generate any profit.
3.
Our cultural KPIs include gender and ethnic diversity in the workforce and in leadership, employee engagement and carbon emissions reduction as defined on page 24.
To incentivise and reward the achievement of
long-term financial and ESG objectives which
are aligned to our corporate strategy and our
ESG ambitions.
Directors’ remuneration report
continued
Share ownership guidelines
STRATEGIC REPORT
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FINANCIAL STATEMENTS
97
Auto Trader Group plc
Annual Report and Financial Statements 2025
Annual Report on remuneration
This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended
in 2013) and the UKLA’s Listing Rules. This report is subject to an advisory shareholder vote at the AGM
on 18 September 2025.
Summary of Directors’ Remuneration Policy (‘Policy’)
Our Policy was put to shareholders for approval at the AGM on 19 September 2024 and applies to
payments made from this date. We consulted with shareholders when designing and implementing
this Policy and received a strong level of support at the AGM with 95.88% of votes cast in favour.
In designing this Policy the Committee also considered the following principles as recommended
in the revised 2018 UK Corporate Governance Code.
Clarity:
The Policy is designed to allow our remuneration arrangements to be structured such that
they clearly support, in a sustainable way, the financial and strategic objectives of the Company.
The Committee remains committed to reporting on its remuneration practices in a transparent,
balanced and understandable way.
Simplicity:
The Policy consists of three main elements: fixed pay (salary, benefits and pension), an
annual bonus and a long-term incentive award. The metrics used in our incentive plans directly link
back to our key strategic ambitions and values and provide a clear link to the shareholder experience.
The Committee may change measures for future years to ensure they continue to be aligned with
our strategy.
Risk:
The Policy is in line with our risk appetite. A robust malus and clawback policy is in place, and the
Committee has the discretion to reduce pay outcomes where these are not considered to represent
overall Company performance or the shareholder experience. Furthermore, our bonus deferral,
post-cessation shareholding requirement and PSP holding period ensure that Executive Directors
are motivated to deliver sustainable performance.
Predictability:
The Committee considers the impact of various performance outcomes on incentive
levels when determining quantum.
Proportionality:
A substantial portion of the package comprises performance-based reward, which
is linked to our strategic priorities and underpinned by a robust target-setting process. We are mindful
of the alignment with our workforce, the shareholder experience and our values and culture when
considering the right and proportional approach to pay.
Alignment:
When developing our Policy, the Committee reviewed our approach to remuneration
throughout the organisation to ensure that arrangements are appropriate in the context of the
wider workforce. The themes considered include workforce demographics, engagement levels
and diversity to ensure that executive remuneration is appropriate from a cultural perspective.
The following provides a summary of the Policy. For full details of the Policy approved by
shareholders please refer to the 2024 Annual Report and Accounts which can be found at
plc.autotrader.co.uk/investors.
Directors’ remuneration report
continued
Element
Purpose and
link to strategy
Operation and performance conditions
Maximum opportunity
Performance assessment
Salary
To recruit and
reward executives
of high calibre.
Salaries are normally reviewed annually with changes
effective from 1 July but may be reviewed at other times
if considered appropriate.
Salary reviews will consider:
•
personal performance;
•
Group performance;
•
the nature and scope of the role;
•
the individual’s experience;
•
increases elsewhere in the Company; and
•
market practice at other companies of a similar
size and complexity.
Periodic reviews of market practice (for example, in
comparable companies in terms of size and complexity)
will also be undertaken.
The Committee considers the impact of any salary
increase on the total remuneration package.
There is no prescribed maximum salary level or salary
increase; however, any base salary increases will normally
be in line with the percentage increases awarded to other
employees of the Group.
Increases may be made outside of this policy in
appropriate circumstances, such as:
•
Where a Director is appointed on a salary that is at
the lower end of the market practice range, larger
increases may be awarded as the executive gains
experience to move the salary closer to a more typical
market level.
•
Where there has been a change in the nature and scope
of the role.
•
Where there has been a significant and sustained
change in the size and complexity of the business.
•
Where there has been a significant change in
market practice.
The Committee reviews the salaries of Executive Directors
each year taking due account of all the factors described
in how the salary policy operates.
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Auto Trader Group plc
Annual Report and Financial Statements 2025
Element
Purpose and
link to strategy
Operation and performance conditions
Maximum opportunity
Performance assessment
Benefits
To provide competitive
benefits to ensure the
wellbeing of employees.
Executive Directors are entitled to the following benefits:
•
life assurance;
•
income protection insurance; and
•
private medical insurance.
The Committee may determine that Executive Directors
should receive additional reasonable benefits if
appropriate, taking into account typical market practice
and practice throughout the Group.
Executive Directors may be reimbursed for all reasonable
expenses and the Company may settle any tax incurred
in relation to these.
Where an Executive Director is required to relocate
to perform their role, they may be provided with
reasonable benefits as determined by the Committee
in connection with this relocation (on either a one-off
or ongoing basis), including any benefits such as
housing, travel or education allowances.
The value of benefits is not capped as it is determined
by the cost to the Company, which may vary.
N/A
Pension
To provide retirement
benefits for employees.
Directors are eligible to receive employer contributions
to the Company’s pension plan (which is a defined
contribution plan), a salary supplement in lieu of
pension benefits (or combination of the above)
or similar arrangement.
Maximum contribution in line with the contribution of
other employees in the Group, currently 7% of salary.
N/A
Annual bonus
To incentivise and
reward the achievement
of annual financial and
operational objectives
which are closely linked
to the corporate
strategy.
The annual bonus is based predominantly on stretching
financial and operational objectives set at the beginning
of the year and assessed by the Committee following the
year end.
Half of any bonus earned is normally subject to deferral
into shares, typically for a period of two years from the
date of award. The deferred shares will vest subject
to continued employment, but there are no further
performance targets.
A dividend equivalent provision applies, as described below.
Recovery and withholding provisions apply, as described
on page 101.
Participation in the bonus plan, and all bonus payments,
are at the discretion of the Committee.
Maximum of 150% of salary as determined
by the Committee.
Financial measures will normally represent the majority of
bonus measures, with strategic or operational or personal
non-financial targets representing the balance (if any).
Not more than 20% of each part of the bonus will be payable
for achieving the relevant threshold hurdle.
Measures and weightings may change each year to reflect
any year-on-year changes to business priorities.
The Committee has the discretion to adjust targets in
appropriate circumstances for any exceptional events
(including acquisitions or disposals) that may arise during
the year.
The Committee also has the discretion to adjust the bonus
outcome if it is not considered to be reflective of underlying
financial or non-financial performance of the business or
the performance of the individual over the performance
period or where the outcome is not considered appropriate
in the context of the experience of shareholders or other
stakeholders.
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
99
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ remuneration report
continued
Element
Purpose and
link to strategy
Operation and performance conditions
Maximum opportunity
Performance assessment
Performance Share
Plan (‘PSP’)
To incentivise and
recognise successful
execution of the
business strategy over
the longer term.
To align the long-term
interests of Executive
Directors with those
of shareholders.
Awards will normally be made annually under the PSP, and
will take the form of nil-cost options or conditional share
awards. Participation and individual award levels will
be determined at the discretion of the Committee within
the Policy.
Awards normally vest after three years subject to the
extent to which the performance conditions specified
for the awards are satisfied, and continued service.
Recovery and withholding provisions apply, as described
on page 101.
Executive Directors are required to retain vested shares
delivered under the PSP for at least two years from the
point of vesting, subject to the terms of the holding period
described below.
A dividend equivalent provision applies, as
described below.
Normal: maximum of 250% of salary as determined by
the Committee.
Exceptional circumstances: maximum of 300% of salary
as determined by the Committee.
The vesting of awards will be subject to the achievement
of performance metrics which may be financial, share price
or strategic in nature.
The metrics and weightings for each award will be set out
in the Annual Report on Remuneration. Any strategic
measure(s) will account for no more than 25% of the award.
No more than 25% of the award vests for achieving
threshold performance.
The Committee has the discretion to adjust targets in
appropriate circumstances for any exceptional events
(including acquisitions and disposals) that arise during
the performance period.
The Committee retains the discretion to adjust the vesting
outcome if it is not considered to be reflective of underlying
financial or non-financial performance of the business or
the performance of the individual over the performance
period or where the outcome is not considered appropriate
in the context of the experience of shareholders or other
stakeholders.
All-employee
share plans
To encourage
Group-wide equity
ownership across all
employees, and create
a culture of ownership.
The Company operates two all-employee tax-advantaged
plans, namely a Save As You Earn (‘SAYE’), and a Share
Incentive Plan (‘SIP’) for the benefit of Group employees.
The operation of these plans will be at the discretion of
the Committee, and Executive Directors will be eligible
to participate on the same basis as other employees.
SAYE and SIP – Maximum permitted based on HMRC
limits from time to time.
N/A
Share ownership
guidelines
To increase alignment
between executives and
shareholders.
In-post:
Executive Directors are expected to build and
maintain a holding of shares in the Company. This is
expected to be built through retaining a minimum of 50%
of the net of tax vested PSP and DABP shares, until the
guideline level is met.
The minimum share ownership guideline is 200% of salary
for current Executive Directors.
Post-cessation:
Following stepping down from the Board,
Executive Directors will normally be expected to maintain
a minimum shareholding of 200% of salary (or actual
shareholding if lower) for two years. The Committee
retains discretion to waive this guideline or disapply the
guideline from certain shares (for example purchased
shares) if it is not considered to be appropriate in the
specific circumstance.
Not applicable.
N/A
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
100
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ remuneration report
continued
Recovery and withholding provisions
Recovery and withholding provisions apply to variable pay, to enable the Company to recover
amounts paid under the annual bonus and PSP awards. For bonuses payable in respect of 2024/25
and PSP awards granted in respect of 2024/25, the provisions may be applied in the circumstances
described below for a period of three years from payment of any cash bonus, three years from grant
in the case of any DABP award and six years from grant in the case of any PSP award:
•
a material misstatement of the audited financial statements;
•
an error in assessing a performance condition or in the information or assumptions on which a PSP
award or DABP award was granted or vests;
•
a material failure of risk management;
•
individual gross misconduct;
•
serious reputational damage;
•
a material corporate failure; or
•
any other circumstances which the Committee considers is similar in nature or effect.
Should such an event be suspected, the Committee may extend the timeline to allow for an
investigation of the event. Recovery may be satisfied in a variety of ways including through the
reduction of outstanding deferred awards, reduction of net bonus or PSP vesting and seeking
cash repayment.
Dividend equivalents
DABP and PSP awards may, at the Committee’s discretion, also include the right to receive an additional
benefit (in cash or shares) determined by reference to the value of dividends paid on vested shares,
which may assume the reinvestment of dividends on a cumulative basis.
REMUNERATION POLICY FOR THE CHAIR AND NON-EXECUTIVE DIRECTORS
The Non-Executive Directors do not have service contracts with the Company, but instead have
letters of appointment.
Element
Purpose and link to strategy
Overview of operation
Maximum opportunity
Fees
To attract and retain a
high-calibre Chair and
Non-Executive Directors
by offering a market
competitive fee level.
Fees are reviewed periodically and approved
by the Board with Non-Executive Directors
abstaining from any discussion in relation
to their fees. Both the Chair and the
Non-Executive Directors are paid annual fees
and do not participate in any of the Company’s
incentive arrangements, or receive any
pension provision or other benefits.
The Chair receives a single fee covering all
of their duties.
The Non-Executive Directors receive a basic
Board fee, with additional fees payable
for chairing the Audit, Remuneration and
Corporate Responsibility Committees
and for performing the Senior Independent
Director role.
Additional fees may be paid to reflect
additional Board or Committee
responsibilities or an increased time
commitment as appropriate.
The Chair and Non-Executive Directors
shall be entitled to have reimbursed all
expenses that they reasonably incur in the
performance of their duties. The Company
may meet any tax liabilities that may arise
on such expenses.
The Board may introduce benefits for
the Chair or Non-Executive Directors
if it is considered appropriate to do so.
There is no prescribed
maximum annual
increase or fee level.
The fee levels are
reviewed on a periodic
basis, with reference
to the time commitment
of the role and market
levels (for example
in companies of
comparable size
and complexity).
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
101
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ remuneration report
continued
SINGLE FIGURE OF REMUNERATION FOR THE YEAR ENDED 31 MARCH 2025 (AUDITED)
The table below shows the aggregate emoluments earned by the Directors of the Company in the
year ended 31 March 2025.
£’000
Salary
and fees
Benefits
Other
Annual
bonus
1
Long-term
incentives
2
Pension
Total fixed
remuneration
Total variable
remuneration
Total
Executive
Nathan Coe
682
1
–
452
1,167
47
730
1,619
2,349
Catherine Faiers
3
380
1
–
219
485
25
406
704
1,110
Jamie Warner
417
1
2
4
243
508
29
449
751
1,200
Non-Executive
Matt Davies
332
–
–
–
–
–
332
–
332
Jill Easterbrook
5
36
–
–
–
–
–
36
–
36
Jasvinder Gakhal
65
–
–
–
–
–
65
–
65
Geeta Gopalan
6
76
–
–
–
–
–
76
–
76
Amanda James
7
59
–
–
–
–
–
59
–
59
David Keens
5
41
–
–
–
–
–
41
–
41
Jeni Mundy
80
–
–
–
–
–
80
–
80
Sigga Sigurdardottir
65
–
–
–
–
–
65
–
65
Total
2,233
3
2
914
2,160
101
2,339
3074
5,413
1.
Performance against annual bonus targets resulted in an overall outcome of 43% of maximum. Half of the bonus
is deferred into shares for a two-year period.
2.
74.3% of PSP awards granted in 2022 will vest in 2025 for performance over the three-year period to 31 March 2025,
with financial year 2022 as the base year. The award was based 70% on Auto Trader operating profit compound annual
growth rate for the three years ended 31 March 2025, 20% Auto Trader revenue compound growth rate for the three
years ended 31 March 2025 and 10% in relation to a carbon emissions reduction target. Vesting of the award was
subject to a diversity underpin which was judged by the Committee to have been met. The value of these awards has
been calculated based on the three-month average share price to 31 March 2025 of 774.97p. Of the value reported,
the following is attributable to share price growth from grant: Nathan Coe – £271,226; Catherine Faiers – £112,805;
Jamie Warner – £118,179.
3.
Catherine Faiers works a 4.5 day working week and her salary has been pro-rated accordingly.
4.
Jamie Warner was granted 960 shares under the Company’s Save As You Earn scheme, at a discount of 20% to the
market price. The total value of the discount was £1,529 and has been included in the ‘Other’ column above.
5.
David Keens and Jill Easterbrook retired from the Board at the AGM on 19 September 2024.
6.
Geeta Gopalan was appointed to the Board on 1 May 2024 and was appointed as Remuneration Committee Chair
at the AGM on 19 September 2024.
7.
Amanda James was appointed to the Board on 1 July 2024 and was appointed as Audit Committee Chair at the AGM
on 19 September 2024.
SINGLE FIGURE OF REMUNERATION FOR THE YEAR ENDED 31 MARCH 2024 (AUDITED)
The table below shows the aggregate emoluments earned by the Directors of the Company in the
year ended 31 March 2024.
£’000
Salary
and fees
Benefits
Other
Annual
bonus
1
Long-term
incentives
2
Pension
Total fixed
remuneration
Total variable
remuneration
Total
Executive
Nathan Coe
619
1
–
867
1,626
43
663
2,493
3,156
Catherine Faiers
3
343
1
–
416
676
24
368
1,092
1,460
Jamie Warner
360
1
–
436
709
25
386
1,145
1,531
Non-Executive
Matt Davies
4
190
–
–
–
–
–
190
–
190
Jill Easterbrook
74
–
–
–
–
–
74
–
74
Jasvinder Gakhal
63
–
–
–
–
–
63
–
63
David Keens
85
–
–
–
–
–
85
–
85
Jeni Mundy
74
–
–
–
–
–
74
–
74
Sigga Sigurdardottir
63
–
–
–
–
–
63
–
63
Ed Williams
5
92
–
–
–
–
–
92
–
92
Total
1,963
3
–
1,719
3,011
92
2,058
4,730
6,788
1.
Performance against annual bonus targets resulted in an overall outcome of 92.2% of maximum. Half of the bonus
is deferred into shares for a two-year period.
2.
96.9% of PSP awards granted in 2021 vested in 2024 for performance over the three-year period to 31 March 2024. In last
year’s report, for the purpose of the single figure the vested shares were valued based on the three-month average
share price to 31 March 2024 of 725.8p, giving a value of £1,455k for Nathan Coe, £605k for Catherine Faiers, and £634k
for Jamie Warner including dividend equivalents. The amounts in the table above have been revalued based on the
share price on the date of vesting of 811.0p. Of the value reported, the following is attributable to share price growth
from grant: Nathan Coe – £481,163; Catherine Faiers – £200,122; Jamie Warner – £209,651.
3.
Catherine Faiers works a 4.5 day working week and her salary has been pro-rated accordingly.
4.
Matt Davies was appointed to the Board on 1 July 2023 as a Non-Executive Director, and assumed the role of Chair
on 14 September 2023.
5.
Ed Williams retired from the Board on 14 September 2023.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
102
Auto Trader Group plc
Annual Report and Financial Statements 2025
ADDITIONAL INFORMATION TO SUPPORT THE SINGLE FIGURE
Benefits
Benefits included in the single figure relate to private healthcare. Directors also receive life assurance
and income protection insurance, the cost of which is not disclosed within Benefits above as these are
non-taxable benefits.
The value of life assurance and income protection insurance comprised: Nathan Coe £2,848 (2024:
£2,714); Catherine Faiers £2,119 (2024: £1,930); and Jamie Warner £2,222 (2024: £2,022).
Pension
Employer’s pension contributions of up to 7% of salary were paid in respect of Executive Directors
in line with those received for the wider UK employee population. Once Executive Directors have
reached their annual pension limit, a salary supplement of 7% is paid in lieu of pension benefits.
Annual bonus for the year ended 31 March 2025 (AUDITED)
The performance measures, targets and performance outcomes for the annual bonus for the year
ended 31 March 2025 are shown in the following table:
Performance
measures
Weighting
Threshold
Stretch
Actual
performance
Pay-out
(as a % of
maximum)
Pay-out
as % of
element
Financial
Operating profit for year
ending 31 March 2025
75%
Below or
equal to
£360m
Equal to
or above
£405m
£376.8m
37.3%
28%
Strategic
targets
Milestones linked to our
digital retailing strategy
25%
–
–
See below
60%
15%
Total pay-out
–
–
–
–
–
43%
Operating profit remains a key performance indicator of the business and the Board believes
continuing to deliver operating profit performance will generate long-term value for shareholders.
The Committee reviewed the formulaic outcome and was comfortable that this was consistent with
the overall performance of the Company, and did not exercise discretion.
The Committee assessed the strategic element based on performance against the Digital Retailing
strategic priority using a range of quantitative and qualitative indicators, comprising both the
completion of technical milestones, and achievement of a set of operational metrics including the
number of retailers using the product and the volume of stock on the product. As detailed in the
Strategic report, Deal Builder has grown since its launch in 2023 from around 50 customers to c.2,000 at
the end of this year, and with c.84,000 vehicles with Deal Builder enabled. Based on this growth and
achievements in relation to technical milestones, the Committee assessed performance to be at a level
that results in an award of 15% out of the possible 25% of the maximum overall bonus (60% of maximum).
The overall bonus pay-out is therefore 43% of maximum.
PERFORMANCE SHARE PLAN VESTING FOR YEAR ENDED 31 MARCH 2025 (AUDITED)
The PSP award granted in 2022 was based on performance to 31 March 2025, with the base year being
31 March 2022. The performance conditions for this award, and the performance achieved, are set out
in the table below:
Measure
Weighting
Threshold
(25% vesting)
Stretch
(100% vesting)
Actual
performance
Pay-out (as a %
of maximum)
Pay-out as %
of element)
Operating profit
70%
5.5%
10.5%
9.2%
81%
56.7%
Revenue growth
20%
5.5%
10.5%
9.7%
88%
17.6%
Carbon
reduction
10%
23%
36%
15%
0%
0%
Total vesting
–
–
–
–
–
74.3%
The growth targets for the operating profit and revenue targets were set as three-year growth
targets with reference to performance for 31 March 2022 as the base year. Revenue and Operating
Profit growth has been assessed consistent with the targets set, using Auto Trader Operating Profit
and Auto Trader revenue, therefore excluding the impact of Autorama and Group Central Costs.
Following the disposal of Webzone Limited in 2022, the associated revenue and operating profit
has been excluded from the base year in order to assess performance on a like-for-like comparison
of performance across the three-year performance period.
Carbon emissions have been calculated based on the financial consolidation approach as defined
in the Greenhouse Gas Protocol, and include emissions from Scopes 1, 2 and 3. Our total carbon
emissions for both the base year and 2025 have been independently verified. Although carbon
emissions have reduced by 15% over the performance period, this did not reach the threshold for
payment of this element.
The award was subject to a diversity underpin. The Committee assessed progress in the round taking
into account ‘how’ performance had been achieved and ‘what’ performance had been achieved
against key gender and ethnic diversity objectives, including considering the proportion of staff who
are women and who are ethnically diverse as well as the proportion of leadership who are women and
who are ethnically diverse. The Committee agreed good progress had been made and therefore did
not apply any downward discretion. Overall, the Committee considers that the Remuneration Policy
has operated as it was intended during 2025.
The performance-driven focus of our total remuneration directly supports the sustainable long-term
success of the business.
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
103
Auto Trader Group plc
Annual Report and Financial Statements 2025
SCHEME INTERESTS AWARDED DURING THE YEAR (AUDITED)
Awards were granted on 20 September 2024 under the PSP as shown below. Awards are granted
as nil-cost options.
Executive Director
Number of
shares awarded
Multiple of
salary
Face value
of awards
2
% award vesting
at threshold
(% maximum)
Performance period
PSP awards
1
Nathan Coe
235,118
250%
1,750,000
25%
1 April 2024 to 31 March 2027
Catherine Faiers
105,198
200%
783,000
25%
1 April 2024 to 31 March 2027
Jamie Warner
116,887
200%
870,000
25%
1 April 2024 to 31 March 2027
1.
PSP awards will normally be eligible to vest based on performance over the three years to 31 March 2027 and continued
employment. The net value of the vested awards is subject to a two-year holding period.
2.
Awards were granted after the approval of the Directors’ Remuneration Policy at the 2024 AGM. Consistent with
previous years, face value was calculated based on the mid-market price for the three-month period leading up to
the usual grant date of 26 June 2024 of 744.31p. This approach has been used to smooth out share price volatility and
ensure that the number of shares awarded is not overly impacted by short-term changes in the share price.
The performance conditions applying to the 2024 PSP awards shown in the table on the previous page
are set out below:
Measure
Weighting
Basis
Threshold
(25% vesting)
Stretch
(100% vesting)
Earnings per share
(EPS) growth
70%
EPS growth for the three years ended 31 March 2027.
1
8%
14%
Revenue growth
20%
Revenue compound annual growth rate for the three
years ended 31 March 2027.
2
6%
11%
Carbon reduction
10%
Reduction of carbon emissions over the three years to
31 March 2027.
3
33%
43%
Diversity underpin
N/A
The vesting under any of the performance conditions will be subject to a
diversity underpin.
The Committee will determine whether there has been acceptable progress made
against the key gender and ethnic diversity objectives, including considering the
proportion of our staff who are women and who are ethnically diverse as well as
the proportion of leadership
4
who are women and who are ethnically diverse.
In assessing whether the underpin has been satisfied, the Committee will consider
a range of quantitative and qualitative benchmarks to inform its decision,
including ‘how’ performance has been achieved and ‘what’ performance has
been achieved over the performance period.
Should the Committee consider that the underpin has not been met, it would consider
whether a discretionary reduction in the number of shares vesting was required.
1.
EPS growth rate targets are set as three-year growth targets with reference to performance for 31 March 2024 as the
base year. EPS will be based on Group Earnings Per Share, but excluding the impact of the deferred acquisition charges
in relation to the acquisition of Autorama, which were spread over FY23 and FY24. This approach provides a
like-for-like comparison for assessing performance across the three-year performance period.
2.
Revenue targets are based on Group revenue, excluding Vehicle & Accessory Sales attributable to Autorama as this
revenue does not generate any profit.
3.
Carbon emissions are calculated based on the financial consolidation approach as defined in the Greenhouse Gas
Protocol, and include emissions from Scopes 1, 2 and 3. Our total carbon emissions for the year to 31 March 2024 (the
base year) have been independently verified. Refer to page 49 for further details.
4.
Leadership is defined in line with our Cultural KPIs (refer to page 24).
When determining vesting the Committee will consider the overall experience of shareholders
and wider stakeholders over the performance period.
2025 PSP TARGETS
2025 PSP awards will be made at the level of 250% of base salary for the CEO and 200% of base salary
for the COO and CFO. Awards will be subject to the following performance measures and targets:
Measure
Weighting
Basis
Threshold
(25% vesting)
Stretch
(100% vesting)
Earnings per share
(EPS) growth
70%
EPS growth for the three years ended 31 March 2028.
1
7%
13%
Revenue growth
20%
Revenue compound annual growth rate for the three
years ended 31 March 2028.
2
5%
10%
Basket of cultural
KPIs
10%
Years ended 31 March 2028 based on performance
against our Cultural KPIs (set out on page 24) including;
•
Proportion of the workforce that are women
•
Proportion of leadership that are women
•
Proportion of the workforce that are ethnically diverse
•
Proportion of leadership that are ethnically diverse
•
Employee engagement
•
Carbon emissions
The Committee will consider what progress has been
achieved during the performance period against our
longer-term objectives for each of the cultural KPIs
as well as how that progress has been achieved and
determine an appropriate level of vesting at the end
of the period.
1.
EPS growth rate targets are set as three-year growth targets with reference to performance for 31 March 2025 as the
base year. EPS will be based on Group Earnings Per Share.
2.
Revenue targets are based on Group revenue, excluding Vehicle & Accessory Sales attributable to Autorama as this
revenue does not generate any profit.
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
104
Auto Trader Group plc
Annual Report and Financial Statements 2025
DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)
Executive Directors are required to maintain a shareholding in the Company equivalent in value
to 200% of salary. If an Executive Director does not meet the guideline, they will be expected to
retain at least half of the net shares vesting under the Company’s discretionary share-based
employee incentive schemes until the guideline is met. Non-Executive Directors do not have
shareholding guidelines.
The table below sets out the number of shares held or potentially held by Directors (including their
connected persons where relevant) as at 31 March 2025. There have been no changes in these
interests up until 29 May 2025.
Director
Beneficially
owned
shares
1
Number of
awards held
under the PSP
conditional on
performance
Number of
awards held
under the
DABP
conditional
on continued
employment
Number of
unvested
Sharesave
options and
Share
Incentive
Plan shares
Number of
vested but
unexercised
nil cost
options
Number of
vested
Sharesave
options and
Share
Incentive
Plan shares
Target
shareholding
guideline (as a
% of salary)
Percentage
of salary
held in
shares as at
31 March
2025
2
Executive
Directors
Nathan Coe
3,322,270
621,731
110,290
–
–
–
200%
3627%
Catherine Faiers
134,476
266,002
53,008
–
–
–
200%
263%
Jamie Warner
103,171
285,348
55,533
2,301
–
1,392
200%
184%
Non-Executive
Directors
Matt Davies
7,936
–
–
–
–
–
N/A
N/A
Jasvinder Gakhal
–
–
–
–
–
–
N/A
N/A
Geeta Gopalan
–
–
–
–
–
–
N/A
N/A
Amanda James
–
–
–
–
–
–
N/A
N/A
Jeni Mundy
–
–
–
–
–
–
N/A
N/A
Sigga
Sigurdardottir
–
–
–
–
–
–
N/A
N/A
1.
Includes shares owned by connected persons. Only beneficially owned shares count towards the shareholding guideline.
2.
Based on the Director’s salary and the mid-market price at close of business on 31 March 2025 of 744.2p. Includes net
(after tax) of options vested but not exercised.
GAINS ON EXERCISE OF SHARE OPTIONS (AUDITED) DURING THE YEAR
Directors exercised share options in relation to share options and long-term incentive plans, resulting
in an aggregate gain of £3,058,528.
PAYMENTS TO FORMER DIRECTORS (AUDITED)
There were no payments made to former Directors during the year.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments for loss of office during the year.
PERFORMANCE GRAPH AND CEO REMUNERATION TABLE
The graph below illustrates the Company’s TSR performance relative to the FTSE 350 Index (excluding
investment trusts) over the 10 years from 1 April 2015. This index has been selected as it is a broad
all-sector group of which the Company is a constituent. The graph shows the performance over that
period of a hypothetical £100 invested.
0
50
100
150
200
250
300
350
FTSE 350 (excluding investment trusts)
Auto Trader Group plc
31 March
2025
31 March
2024
31 March
2023
31 March
2022
31 March
2021
31 March
2020
30 March
2019
31 March
2018
31 March
2017
31 March
2016
31 March
2015
Total shareholder return (£)
(rebased)
Source: Datastream (Thomson Reuters)
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
105
Auto Trader Group plc
Annual Report and Financial Statements 2025
CEO REMUNERATION
The table below sets out the CEO’s single figure of total remuneration together with the percentage
of maximum annual bonus and PSP awarded over the same period.
2025
2024
2023
2022
2021
2020
1
2019
1
2018
1
2017
1
2016
1
CEO total remuneration (£’000)
2,349
3,156
7
1,281
1,673
523
1,659
2,052
2,929
980
1,339
Annual bonus (% of maximum)
43.0%
92.2%
72.4%
75.0%
N/A
4
N/A
3
76.75%
50.3%
51.8%
100%
PSP vesting (% of maximum)
74.3%
96.9%
0%
6
50.1%
0%
5
73.6%
51.2%
100%
N/A
2
N/A
2
1.
2016 to 2019 figures reflect Trevor Mather’s service as CEO. The 2020 figures reflect Trevor Mather’s service as CEO to 29
February 2020, and Nathan Coe’s service as CEO from 1 March 2020.
2.
No awards were eligible to vest in respect of long-term performance ending in 2016 or 2017.
3.
The CEO elected to waive his bonus in respect of 2019/20.
4.
No bonus plan operated in 2020/21.
5.
PSP awards lapsed in 2020/21 as performance conditions were not met.
6.
PSP award vesting in 2023 was based solely on Relative Total Shareholder Return (‘TSR’) compared to the FTSE 350
(excluding investment trusts) due to the impact of COVID-19 on our business. The threshold was not met so the award lapsed.
7.
The 2024 CEO figures have been updated due to revalued PSP based on the share price on the date of vesting of 811.0
pence. See page 102 for Single Figure of Remuneration for the year ended 31 March 2024 (audited) footnote 2.
CEO PAY RATIO
The table opposite shows the ratio between the CEO’s total single figure (as calculated on the
previous page) and the median, lower and upper quartile total remuneration for our UK-based
workforce. Our median all-employee to CEO pay ratio is 40.7:1.
A significant proportion of the CEO’s pay is in the form of variable pay through the annual bonus and
the PSP. CEO pay will therefore vary year-on-year based on Company and share price performance.
The CEO to all-employee pay ratio will therefore also fluctuate taking this into account.
It should be noted that the pay ratio when comparing 2024 to 2025 has decreased, which is largely
driven by the decrease in variable pay, as the Annual Bonus pay-out has reduced from 92.2% to 43%
of maximum, and the PSP has reduced from 96.9% to 74.3% of maximum.
The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee
pay, reward and progression, and is appropriate for the Company’s size and structure.
Year
Method
25
th
percentile pay ratio
Median pay ratio
75
th
percentile pay ratio
FY25
A
57.3:1
40.7:1
29.3:1
FY24
A
80.3:1
58.3:1
40.4:1
FY23
A
36.6:1
26.9:1
18.2:1
FY22
A
46.6:1
33.5:1
23.7:1
FY21
A
15.9:1
10.9:1
7.8:1
FY20
A
50.4:1
34.2:1
24.8:1
–
Method A has been used to determine the relevant employees on the basis that this approach is in line
with the approach used to calculate the single total figure for the CEO and therefore is the most robust.
–
For 2025, the salary for the P25 employee was £34,625 and total remuneration was £40,935. The
salary for the P50 employee was £48,500 and total remuneration was £57,635. The salary for the
P75 employee was £67,250 and total remuneration was £80,250.
–
The P25, P50 and P75 employees were determined as at 31 March 2025 based on full-time equivalent
remuneration. Only employees who were employed as at the end of the financial year were
included; salaries were annualised, taking account of mid-year increases. The total remuneration
includes salary, allowances, taxable benefits, pension contributions, bonus, and share-based
payments. Taxable benefits are based on the 2024-2025 tax year. Options under the SAYE scheme
are included as at the date of grant, based on the difference between the market value at grant
date and the exercise price. Options under discretionary plans (PSP and Single Incentive Plan
Award) are based on the date that the performance conditions were achieved, and valued using
the three-month average share price to 31 March 2025 of 774.97 pence.
–
For 2020, the CEO single figure reflects amounts to Trevor Mather (stepped down 29 February 2020)
and Nathan Coe (appointed CEO 1 March 2020) for their respective time in service.
–
The 2024 CEO pay ratio figures have been updated to reflect the change to the CEO total single
figure of remuneration for the year ended 31 March 2024, following the revalued PSP award based
on share price on date of vesting.
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
106
Auto Trader Group plc
Annual Report and Financial Statements 2025
YEAR-ON-YEAR CHANGE IN PAY FOR DIRECTORS COMPARED TO THE AVERAGE EMPLOYEE
In accordance with the requirement under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the increase in each Director’s pay
(salary, benefits and bonus) between 2020 to 2021, 2021 to 2022, 2022 to 2023, 2023 to 2024 compared to the average increase for the employees of the Group.
2025-2024
2024-2023
2023–2022
2022–2021
2021–2020
Base
salary/fees
Benefits
Annual
bonus
Base
salary/fees
Benefits
Annual
bonus
Base
salary/fees
Benefits
Annual
bonus
Base
salary/fees
Benefits
Annual
bonus
Base
salary/fees
Benefits
Annual
bonus
Executive Directors
Nathan Coe
1,2
10%
16
10%
15
(48%)
5%
(4%)
34%
3%
(8%)
(1%)
16%
(7%)
100%
8
26%
31%
(100%)
Catherine Faiers
1,3
11%
16
10%
15
(47%)
5%
(4%)
34%
3%
(8%)
(1%)
12%
(7%)
100%
8
(11%)
43%
(100%)
Jamie Warner
1,4
16%
16
10%
15
(44%)
5%
(4%)
34%
3%
(8%)
(1%)
16%
(7%)
100%
8
932%
1,477%
(100%)
Non-Executive Directors
Matt Davies
11
75%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Jill Easterbrook
1, 14
(51%)
–
–
5%
–
–
4%
–
–
17%
–
–
(13%)
–
–
Jasvinder Gakhal
7
3%
–
–
5%
–
–
315%
–
–
N/A
N/A
N/A
N/A
N/A
N/A
Geeta Gopalan
12
N/A
N/A
N/A
Amanda James
13
N/A
N/A
N/A
David Keens
1, 14
(52%)
–
–
5%
–
–
4%
–
–
35%
–
–
(25%)
–
–
Jeni Mundy
1,5,17
8%
–
–
5%
–
–
4%
–
–
31%
–
–
(9%)
–
–
Sigga Sigurdardottir
1,6
3%
–
–
5%
–
–
4%
–
–
16%
–
–
108%
–
–
Average employee
4.4%
10%
–
7%
(4%)
–
6.4%
(8%)
9
–
10
5.5%
37%
–
0%
27%
–
1.
David Keens voluntarily waived his entire fee from 1 April 2020 to 30 June 2020. The remaining Board members voluntarily waived 50% of their salaries and fees from 1 April 2020 to 30 June 2020.
2.
Nathan Coe was appointed as CEO on 1 March 2020 and his base salary increased on that date from £377,000 to £568,000.
3.
Catherine Faiers was appointed to the Board on 1 May 2020 and therefore her reported salary for 2020 represents only 11 months. Further, Catherine became part-time from 1 September 2020 and therefore her salary was pro-rated from that date
to reflect her 4.5 day working week.
4.
Jamie Warner was appointed to the Board on 1 March 2020 and therefore his reported salary for 2020 represents only one month.
5.
Jeni Mundy was appointed Chair of the Corporate Responsibility Committee from 1 January 2021.
6.
Sigga Sigurdardottir was appointed to the Board on 1 November 2019.
7.
Jasvinder Gakhal was appointed to the Board on 1 January 2022.
8.
100% value shown as no bonus was paid for 2021.
9.
The decrease in benefits in 2023 relates to a reduction in our private medical insurance premiums.
10. For the purpose of the annual bonus this relates to performance related schemes only and therefore figures exclude any cost of living payments made to all employees during the year.
11.
Matt Davies was appointed to the Board on 1 July 2023 as Chair Designate, and assumed the role of Chair following shareholder approval at the 14 September 2023 AGM.
12. Geeta Gopalan was appointed to the Board on 1 May 2024, and was appointed Chair of the Remuneration Committee from 19 September 2024.
13. Amanda James was appointed to the Board on 1 July 2024, and was appointed Chair of the Audit Committee from 19 September 2024.
14. David Keens and Jill Easterbrook retired from the Board at the AGM on 19 September 2024.
15. The increase in benefits in 2024 relates to an increase in our private medical insurance premiums.
16. Executive salaries in 2024 were increased above the average employee increase to reposition and fairly reflect the significant growth in their roles and current scale of Auto Trader as disclosed in the previous Annual Report.
17. Committee Chair fees were increased from £11,283 to £18,500 with effect from the 2024 AGM.
RELATIVE IMPORTANCE OF THE SPEND ON PAY
The following table shows the Group’s actual spend on pay for all employees compared to distributions to shareholders. The average number of employees has also been included for context. Revenue and
operating profit have also been disclosed as these are two key measures of Group performance.
2025
£m
2024
£m
%
change
Employee costs (see note 7 to the Consolidated financial statements)
100.2
92.4
8%
Average number of employees (see note 7 to the Consolidated financial statements)
1,267
1,233
3%
Revenue (see Consolidated income statement)
601.1
570.9
5%
Operating profit
376.8
348.7
8%
Share buybacks and dividends paid (see notes 26 and 28 to the Consolidated financial statements)
275.7
250.3
10%
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
107
Auto Trader Group plc
Annual Report and Financial Statements 2025
FEES FOR THE CHAIR AND NON-EXECUTIVE DIRECTORS
Fees for the Chair and Non-Executive Directors were reviewed in March 2025 and will be increased
by 2% with effect from 1 July 2025, which is in line with the increase for senior leaders in the business
and below the average increase for the workforce.
The following table sets out the fees in financial year 2026 compared to those which applied in
financial year 2025 following the AGM:
Base fees
2025 –
following
AGM
Percentage
change
2026
Chair
£334,750
2%
£341,445
Non-Executive Director
£65,821
2%
£67,137
Additional fees
Senior Independent Director
£12,500
2%
£12,750
Audit Committee Chair
£18,500
2%
£18,870
Remuneration Committee Chair
£18,500
2%
£18,870
Corporate Responsibility Committee Chair
£18,500
2%
£18,870
All Non-Executive Directors have letters of appointment with the Company for an initial period of
three years, subject to annual re-appointment at the AGM. Appointment is terminable on six months’
written notice. The appointment letters for the Non-Executive Directors provide that no
compensation is payable upon termination of employment. The letters of appointment are available
for inspection at the Company’s registered office.
Details of the appointment terms of the Non-Executive Directors are as follows:
Start of
current term
Expiry of
current term
Matt Davies
1 July 2023
30 June 2026
Jeni Mundy
1
1 March 2022
28 February 2025
Sigga Sigurdardottir
1
1 November 2022
31 October 2025
Jasvinder Gakhal
1 January 2022
31 December 2027
Geeta Gopalan
1 May 2024
30 April 2027
Amanda James
1 July 2024
30 June 2027
1.
Jeni Mundy and Sigga Sigurdardottir will remain on the Board until the AGM on 18 September 2025.
In addition, Megan Quinn and Adam Jay will join the Board as Non-Executive Directors on 1 July 2025
and their letters of appointment will include a three-year term to 30 June 2028.
FUNDING OF EQUITY AWARDS
Share awards may be funded by a combination of newly issued shares, treasury shares and shares
purchased in the market. Where shares are newly issued or from treasury, the Company complies with
Investment Association dilution guidelines on their issue. The current dilution usage of all share plans
is c.1.37% of shares in issue.
Where shares are purchased in the market, these will be held by a trust, in which case the voting
rights relating to the shares are exercisable by the Trustees in accordance with their fiduciary duties.
At 31 March 2025, the trust held 294,600 shares in respect of the Share Incentive Plan.
EXTERNAL DIRECTORSHIPS
Auto Trader recognises that its Executive Directors may be invited to become non-executive directors
of other companies. Such non-executive duties can broaden a Director’s experience and knowledge
which can benefit Auto Trader. Catherine Faiers is a Non-Executive Director of Allegro.eu Group. The
Board approved the directorship in advance to ensure that there was no conflict of interest, and the
Remuneration Committee approved that Catherine will retain the remuneration from the appointment.
MEMBERSHIP OF THE COMMITTEE
Geeta Gopalan is the Committee Chair, and its other members are Amanda James, Jeni Mundy, Sigga
Sigurdardottir and Jasvinder Gakhal. Refer to pages 81 and 95 for further details of the membership
of the Committee, the Terms of Reference, the meetings held and activities during the year.
EXTERNAL ADVISORS
During the year the Committee received advice from Deloitte who were appointed in October 2017
following a competitive tender process. Deloitte are founding members of the Remuneration
Consultants Code of Conduct and adhere to this Code in their dealings with the Committee. The
Committee is satisfied that the advice provided by Deloitte is objective and independent. The
Committee is comfortable that the members of the Deloitte team that provide remuneration advice
to the Committee do not have connections with the Company or its Directors that may impair their
independence. The Committee reviewed the potential for conflicts of interest and judged that
there were appropriate safeguards against such conflicts.
Fees are charged on a time and materials basis. During the year Deloitte was paid £36,250 excluding
VAT for advice provided to the Committee. Deloitte provided additional services to the Company in
relation to debt advisory and tax services.
STATEMENT OF SHAREHOLDER VOTING
Shareholder voting in relation to recent AGM resolutions is as follows:
Votes
for
% of votes
cast for
Votes
against
% of votes
cast against
Abstentions
2024 AGM: Annual Report on Remuneration (advisory)
689,383,393
95.75%
30,611,669
4.25%
56,885
2024 AGM: Remuneration Policy (binding)
690,020,617
95.88%
29,676,477
4.12%
354,853
APPROVAL
This Directors’ remuneration report has been approved by the Board of Directors. Signed on behalf
of the Board of Directors.
Geeta Gopalan
Chair of the Remuneration Committee
29 May 2025
Directors’ remuneration report
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
108
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ report
STATUTORY INFORMATION
As permitted by legislation, some of the matters required to be included in the Directors’ report have
instead been included elsewhere in this report:
Section of Annual Report
Page reference
Employee engagement
•
Strategic report: Working responsibly (page 51)
•
Strategic report: Section 172(1) statement (page 20)
Employment of disabled persons
•
Strategic report: Working responsibly (page 53)
Engagement with suppliers,
customers and other stakeholders
•
Strategic report: Section 172(1) statement (pages 20 to 21)
Financial instruments
•
Financial statements: Note 30 to the Consolidated financial
statements (page 155)
Future developments of
the business
•
Strategic report: COO’s strategic review (page 13)
Greenhouse gas emissions
•
Strategic report: Working responsibly (page 49)
Non-financial reporting
•
Strategic report: Non-financial and sustainability
information statement (page 25)
INFORMATION REQUIRED BY UKLR 6.6
Information required to be included in the Annual Report by LR 9.8 can be found in this report as
indicated in the table below:
Section of Annual Report
Page reference
Allotment of shares during
the year
•
Financial statements: Note 25 to the Consolidated financial
statements (page 150)
Corporate Governance
Code compliance
•
Governance: Governance overview (page 74)
Directors’ interests
•
Governance: Directors’ remuneration report (page 95)
Directors’ Service Contracts
•
Governance: Directors’ remuneration report (page 95)
Gender and ethnicity targets
•
Strategic report: Working responsibly (page 55)
Going Concern and Viability
•
Strategic report: Principal risks and uncertainties (page 65)
Long-term incentive schemes
•
Governance: Directors’ remuneration report (page 95)
Powers for the Company
to buy back its shares
•
Governance: Directors’ report (page 110)
Significant contracts
•
Governance: Directors’ report (page 111)
Significant related party
agreements
•
Governance: Directors’ report (page 111)
Significant shareholders
•
Governance: Directors’ report (page 111)
TCFD disclosures
•
Strategic report: Working responsibly (page 33)
Waiver of dividends
•
Governance: Directors’ report (page 110)
The Directors present their report and audited financial statements
of Auto Trader Group plc (the ‘Company’) and its subsidiaries
(together the ‘Group’) for the financial year to 31 March 2025.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
109
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ report
continued
MANAGEMENT REPORT
The Management report comprises this
Directors’ report together with the Strategic
report for the purposes of the Disclosure
Guidance and Transparency Rules DTR 4.1.5R
and DTR4.1.8R.
STRATEGIC REPORT
The Strategic report, which can be found on
pages 1 to 72, details the Group’s strategy,
objectives and business model; the development,
performance and position of the Group’s business
(including financial, operating and cultural key
performance indicators); a description of the
principal risks and uncertainties; the main trends
and factors likely to affect the future
development, performance and position of the
Group’s business; and contains the non-financial
and sustainability information statement.
UK CORPORATE GOVERNANCE CODE
For the purposes of DTR 7.2.3R, the Company
is subject to the UK Corporate Governance
Code 2018 (the ‘Code’) which is available online
at frc.org.uk. The Company’s statement on
corporate governance can be found in the
Corporate governance statement, the Report
of the Nomination Committee, the Report of the
Audit Committee, the Report of the Corporate
Responsibility Committee and the Directors’
remuneration report and policy report on pages
95 to 108; all of which form part of this Directors’
report and are incorporated into it by reference.
2025 ANNUAL GENERAL MEETING
The 2025 AGM will take place at 11:00am on
Thursday 18 September 2025 at the Company’s
registered office: 4th Floor, 1 Tony Wilson Place,
Manchester, M15 4FN. We intend to hold the
AGM as a physical meeting.
We encourage all shareholders to cast their
votes by proxy, and to send any questions in
respect of AGM business to ir@autotrader.co.uk.
RESULTS AND DIVIDENDS
The Group’s and Company’s audited financial
statements for the year are set out on pages
126 to 166.
The Company declared an interim dividend on
7 November 2024 of 3.5 pence per share which
was paid on 24 January 2025.
The Directors recommend payment of a final
dividend of 7.1 pence per share (2024: 6.4 pence)
to be paid on 26 September 2025 to shareholders
on the register of members at the close of
business on 29 August 2025, subject to approval
at the 2025 AGM.
WAIVER OF DIVIDENDS
Dividend waivers are in place in respect of all
dividends payable by the Company on shares
held in treasury and shares held by The Employee
Share Option Trust (‘ESOT’).
SHARE CAPITAL AND CONTROL
The Company’s issued share capital comprises
ordinary shares of £0.01 each which are listed
on the London Stock Exchange (LSE: AUTO.L).
The ISIN of the shares is GB00BVYVFW23.
The issued share capital of the Company as at
31 March 2025 comprised 884,700,426 shares
of £0.01 each, and 4,600,897 shares were held
in treasury. As at 29 May 2025, the issued share
capital of the Company comprises 881,902,608
shares of £0.01 each, and 4,556,631 shares held
in treasury.
Further information regarding the Company’s
issued share capital and details of the
movements in issued share capital during the
year are provided in note 25 to the Consolidated
financial statements. All the information
detailed in note 25 forms part of this Directors’
report and is incorporated into it by reference.
Details of employee share schemes are provided in
note 29 to the Consolidated financial statements.
The AGM Notice outlines the resolutions to
be proposed and details the deadlines for
exercising voting rights and appointing a proxy
or proxies to vote on the resolutions at the AGM.
All proxy votes will be counted, and the results
for, against, or withheld for each resolution will
be announced at the AGM and published on the
Company’s website.
BOARD OF DIRECTORS
The following individuals were Directors of
the Company for the whole of the financial
year ending 31 March 2025, and to the date of
approving this report unless otherwise stated:
• Matthew Davies.
• Nathan Coe.
• Catherine Faiers.
• Jamie Warner.
•
David Keens (retired 19 September 2024).
•
Jill Easterbrook (retired 19 September 2024).
• Jeni Mundy.
• Sigga Sigurdardottir.
• Jasvinder Gakhal.
•
Geeta Gopalan (appointed 1 May 2024).
•
Amanda James (appointed 1 July 2024).
APPOINTMENT AND REPLACEMENT
OF DIRECTORS
As previously announced on 16 May 2025, the
Board approved the appointment of Megan
Quinn and Adam Jay with effect from 1 July 2025.
After nine years’ service, Jeni Mundy (Chair of the
Corporate Responsibility Committee) will reach
the end of her third three-year term during 2025
and will not stand for re-election at the 2025 AGM.
Megan Quinn will be appointed as Corporate
Responsibility Chair at the conclusion of the 2025
AGM subject to shareholder approval.
Sigga Sigurdardottir will also be stepping down
at the 2025 AGM as she comes to the end of her
second three-year term.
All other Directors will stand for election or
re-election at the 2025 AGM in line with the
recommendations of the Code.
AUTHORITY TO ALLOT SHARES
Under the 2006 Act, the Directors may only allot
shares if authorised to do so by shareholders
in a general meeting. At the 2024 AGM, special
resolution 21 conferred upon Directors the
authority to allot ordinary shares up to a maximum
nominal amount of £448,275 (44,827,500 shares),
for cash, on a non-pre-emptive basis.
In the Notice of the 2025 AGM (the ‘AGM Notice’),
ordinary resolution 15 seeks a new authority
to allow the Directors to allot ordinary shares
representing approximately two thirds of the
Company’s existing share capital as at the date of
the AGM Notice, of which approximately one third
of the Company’s issued ordinary share capital
can only be allotted pursuant to a rights issue.
Special resolutions 16 and 17 seek a new authority
to allow the Directors to allot ordinary shares
on a non-pre-emptive basis up to a maximum of
approximately 5% of the Company’s existing share
capital and special resolutions 16 and 17 seek
a new authority to allow the Directors to allot
ordinary shares on a non-pre-emptive basis
in connection with an acquisition or specified
capital investment, up to a further maximum
of approximately 5% of the Company’s existing
share capital at the date of the AGM Notice.
AUTHORITY TO PURCHASE OWN SHARES
The Company’s share buyback programme
continued during the year. As described on page
28, the Company intends to continue its share
buyback programme, under the authority passed
at the 2024 AGM under which the Company is
authorised to make market purchases of up to
a maximum of 10% (89,654,939 shares) of its own
ordinary shares (excluding shares held in
treasury), subject to minimum and maximum price
restrictions, either to be cancelled or retained as
treasury shares. The Directors will seek to renew
this authority at the forthcoming AGM.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
110
Auto Trader Group plc
Annual Report and Financial Statements 2025
Directors’ report
continued
PURCHASE OF OWN SHARES
In the year ended 31 March 2025, a total of
23,873,028 ordinary shares of £0.01 were purchased,
representing 2.65% of its own ordinary shares
(excluding shares held in treasury) as at 31 March
2024. The average price paid was 783.2p with a
total consideration paid (including fees of £280.5k)
of £187.2m. Of all shares purchased, 1,360,000 were
held in treasury with 22,513,028 being cancelled.
RIGHTS ATTACHING TO SHARES
All shares have the same rights (including voting
and dividend rights and rights on a return of
capital) and restrictions as set out in the Articles,
described below. Except in relation to dividends
which have been declared and rights on a
liquidation of the Company, the shareholders
have no rights to share in the profits of the
Company. The Company’s shares are not
redeemable. However, following any grant of
authority from shareholders, the Company may
purchase or contract to purchase any of the
shares on or off market, subject to the Companies
Act 2006 and the requirements of the Listing Rules.
No shareholder holds shares in the Company
which carry special rights with regard to control
of the Company. There are no shares relating to
an employee share scheme which have rights
with regard to control of the Company that are
not exercisable directly and solely by the
employees, other than where share interests of
a deceased participant in such scheme can be
exercised by the personal representatives of the
deceased in accordance with the Scheme rules.
VOTING RIGHTS
Each ordinary share entitles the holder to vote at
general meetings of the Company. A resolution
put to the vote of the meeting shall be decided on
by a show of hands, unless the Directors decide in
advance that a poll will be conducted, or unless
a poll is demanded at the meeting. On a show of
hands, every member who is present in person
or by proxy at a general meeting of the Company
shall have one vote. On a poll, every member who
is present in person or by proxy shall have one
vote for every share of which they are a holder.
SUBSEQUENT EVENTS AND COMMITMENTS
On 8 January 2025, the Group signed an agreement
for lease for its planned new head office. The
15-year lease is expected to be signed in June 2025.
The fit-out of the new premises has substantively
commenced and the Group has incurred costs of
£2.6m in 2025 and is committed to incurring capital
expenditure of c.£20m in 2026, the contract for
which was signed on 16 May 2025.
TRANSACTIONS WITH RELATED PARTIES
Compensation paid to Directors and Key
Management is as disclosed in note 8 to the
Consolidated financial statements.
RESEARCH AND DEVELOPMENT
Innovation, specifically in software, is key to
Auto Trader’s strategy and future success.
We continue to invest in data technologies in
particular, and the amount of R&D activity related
to AI has increased significantly in the last year.
The Group enhances its core infrastructure
through small-scale, incremental improvements,
resulting in low capitalised internal development
costs which meets the requirements of IAS 38
Intangible Assets.
INDEMNITIES AND INSURANCE
The Company maintains appropriate insurance
to cover Directors’ and officers’ liability for itself
and its subsidiaries and such insurance was in
The Articles provide a deadline for submission
of proxy forms of not less than 48 hours before
the time appointed for the holding of the meeting
or adjourned meeting. No member shall be
entitled to vote at any general meeting either in
person or by proxy, in respect of any share held
by the member, unless all amounts presently
payable by the member in respect of that share
have been paid. Save as noted, there are no
restrictions on voting rights nor any agreement
that may result in such restrictions.
RESTRICTIONS ON TRANSFER OF SECURITIES
The Articles do not contain any restrictions on the
transfer of ordinary shares in the Company other
than the usual restrictions applicable where any
amount is unpaid on a share. Certain restrictions
are also imposed by laws and regulations (such
as insider trading and marketing requirements
relating to close periods) and requirements of the
Company’s share dealing code whereby Directors
and certain employees of the Company require
approval to deal in the Company’s securities.
CHANGE OF CONTROL
Save in respect of a provision of the Company’s
share schemes which may cause options and
awards granted to employees under such
schemes to vest on takeover, there are no
agreements between the Company and its
Directors or employees providing for compensation
for loss of office or employment (whether through
resignation, purported redundancy or otherwise)
because of a takeover bid.
SIGNIFICANT CONTRACTS
The only significant agreement to which the
Company is a party that takes effect, alters or
terminates upon a change of control of the
Company following a takeover bid, and the effect
thereof, is the Revolving Credit Facility agreement,
which contains customary prepayment,
cancellation and default provisions including,
if required by a lender, mandatory prepayment
of all utilisations provided by that lender upon
the sale of all or substantially all of the business
and assets of the Group or a change of control.
force for the whole of the financial year ending
31 March 2025. The Company also indemnifies
the Directors under a qualifying indemnity for the
purposes of Section 236 of the Companies Act
2006: in the case of the Non-Executive Directors
in their respective letters of appointment and in
the case of the Executive Directors in a separate
deed of indemnity. Such indemnities contain
provisions that are permitted by the Director
Liability provisions of the Companies Act and the
Company’s Articles.
ENVIRONMENTAL
Information on the Group’s greenhouse gas
emissions is set out in the Working responsibly
section on page 49 and forms part of this report
by reference.
POLITICAL DONATIONS
Auto Trader has a policy of not making any
donations to political organisations.
The Company did not make any political
donations or incur any political expenditure
during the year ended 31 March 2025.
EXTERNAL BRANCHES
The Group had no active registered external
branches during the reporting period.
INTERESTS IN VOTING RIGHTS
At the year end the Company had been notified, in accordance with Chapter 5 of the Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules, of the following significant
interests in the issued ordinary share capital of the Company:
At 31 March 2025
At 29 May 2025
Shareholder
Number of ordinary
shares/voting
rights notified
Percentage of
voting rights over
ordinary shares of
£0.01 each
Number of ordinary
shares/voting
rights notified
Percentage of
voting rights over
ordinary shares of
£0.01 each
BlackRock Inc.
89,666,544
9.97%
89,666,544
9.97%
Baillie Gifford & Co.
44,711,472
4.99%
44,711,472
4.99%
Kayne Anderson Rudnick
Investment Management LLC.
35,739,468
3.98%
26,464,475
3.02%
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
111
Auto Trader Group plc
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Directors’ report
continued
FINANCIAL INSTRUMENTS
Details of the financial risk management
objectives and policies of the Group, including
hedging policies and exposure of the entity to
price risk, credit risk, liquidity risk and cash flow
risk, are given in note 30 to the Consolidated
financial statements.
DISCLOSURE OF INFORMATION TO AUDITOR
Each of the Directors has confirmed 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 to make him/
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.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
The Directors are responsible for preparing the
Annual Report and Financial Statements and the
Group and parent company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Group and parent company financial statements
for each financial year. Under that law they are
required to prepare the Group financial statements
in accordance with UK-adopted international
accounting standards and applicable law and
have elected to prepare the parent company
financial statements in accordance with United
Kingdom Accounting Standards and applicable
law, including Financial Reporting Standard 101
‘Reduced Disclosure Framework’.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the parent company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the parent company and enable them to ensure
that its financial statements comply with the
Companies Act 2006. They are responsible
for such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or error, and
have general responsibility for taking such steps
as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing
a Strategic report, Directors’ report, Directors’
remuneration report and Corporate
governance statement that complies with
that law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the UK
governing the preparation and dissemination
of financial statements may differ from
legislation in other jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (‘DTR’) 4.1.16R, the financial
statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these financial
statements provides no assurance over whether
the annual financial report has been prepared
in accordance with those requirements.
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 Group and parent company
and the Group profit or loss for that period. In
preparing each of the Group and 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, relevant, reliable and,
in respect of the parent company financial
statements only, prudent;
•
for the Group financial statements, state
whether they have been prepared in
accordance with UK-adopted international
accounting standards;
•
for the parent company financial statements,
state whether applicable UK accounting
standards have been followed, subject to any
material departures disclosed and explained
in the parent company financial statements;
•
assess the Group and parent company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern; and
•
use the going concern basis of accounting
unless they either intend to liquidate the Group
or the parent company or to cease operations,
or have no realistic alternative but to do so.
RESPONSIBILITY STATEMENT OF THE
DIRECTORS IN RESPECT OF THE ANNUAL
FINANCIAL REPORT
We confirm, to the best of our knowledge:
•
the financial statements, prepared in
accordance with the applicable set of
accounting standards, 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; and
•
the Strategic report includes a fair review
of the development and performance of the
business and the position of the issuer and the
undertakings included in the consolidation
taken as a whole, together with a description
of the principal risks and uncertainties that
they face.
We consider that the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
APPROVAL OF THE ANNUAL REPORT
The Strategic report and the Corporate
governance report were approved by the Board
on 29 May 2025. Approved by the Board and
signed on its behalf:
Claire Baty
Company Secretary
29 May 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
112
Auto Trader Group plc
Annual Report and Financial Statements 2025
Financial
statements
How we have performed financially
over the past 12 months.
114
Independent auditor’s report to the members
of Auto Trader Group plc
126
Consolidated income statement
127
Consolidated statement of comprehensive income
128
Consolidated balance sheet
129
Consolidated statement of changes in equity
130
Consolidated statement of cash flows
131
Notes to the consolidated financial statements
161
Company balance sheet
162
Company statement of changes in equity
163
Notes to the Company financial statements
167
Unaudited five-year record
168
Shareholder information
113
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
1. OUR OPINION IS UNMODIFIED
In our opinion:
•
the financial statements of Auto Trader Group plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2025, and of the Group’s profit 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 UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
•
the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Auto Trader Group plc (‘the Company’) for the year ended 31 March 2025 (FY25) included in the Annual Report and Financial Statements,
which comprise:
Group
Parent Company (Auto Trader Group plc)
Consolidated income statement
Company balance sheet
Consolidated statement of comprehensive income
Company statement of changes in equity
Consolidated balance sheet
Notes 1 to 12 to the Parent Company financial statements, including the accounting policies in note 2.
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes 1 to 35 to the Group financial statements, including the accounting policies in note 2.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion and matters included in this report are consistent with those discussed and included in our reporting to the Audit Committee (‘AC’).
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public
interest entities.
2. OVERVIEW OF OUR AUDIT
FACTORS DRIVING OUR VIEW OF RISKS
On 22 June 2022 the Company acquired Autorama UK Limited (‘Autorama’). The carrying value of the Autorama cash generating unit
is £132.6m at 31 March 2025, including £92.5m of goodwill for which an annual impairment test is required under IAS 36 to assess its
recoverable amount. For the consolidated financial statements, recoverability of goodwill relating to Autorama is a significant risk
for our audit, and a key audit matter. This reflects the judgement required to estimate growth in revenue cash flows, particularly the
number of new car leases transacted and market share. The recoverability of goodwill relating to Autorama was also a significant
risk and key audit matter in the prior year.
During the year, the Parent Company transferred its investment in Autorama down to another subsidiary company. We have
identified a key audit matter in relation to this within the Parent Company financial statements, as it is an individually significant
transaction, on which we have spent the most audit time in the context of the Parent Company audit.
We have also identified a key audit matter relating to revenue recognition over Trade Retailer revenue. This is the main driver of
the Group’s results, and its size is reflected in the allocation of our resources in planning and executing the Group audit. Consistent
with the prior year, we do not consider this to be a significant audit risk of material misstatement, as based on our cumulative audit
experience, we have concluded that there is no material judgement or estimation in Trade Retailer revenue recognition and a low
risk of fraudulent material misstatement, given the low value and high volume of individual transactions.
Key audit matters
Vs prior
year
Item
Recoverability of goodwill in Autorama
4.1
Revenue recognition – Trade Retailer
4.2
Transfer of investment in Autorama from the Parent
Company (Parent Company)
4.3
AUDIT COMMITTEE INTERACTION
During the year, the Audit Committee met four times. KPMG are invited to attend all Audit Committee meetings and are provided with an opportunity to meet with the Audit Committee in private sessions
without the Executive Directors being present. For each Key Audit Matter, we have set out communications with the Audit Committee in section 4, including matters that required particular judgement for
each. The matters included in the Audit Committee Chair’s report on pages 87 to 91 are materially consistent with our observations of those meetings.
Independent auditor’s report to the members of Auto Trader Group plc
114
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Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report to the members of Auto Trader Group plc
continued
OUR INDEPENDENCE
We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public interest entities.
We have not performed any non-audit services during FY25 or subsequently which are prohibited by the FRC Ethical Standard.
We were first appointed as auditor by the shareholders for the year ended 31 March 2017. The period of total uninterrupted
engagement is for the nine financial years ended 31 March 2025.
The Group engagement partner, who is also responsible for the component audits as set out in section 7, is required to rotate every 5
years. As these are the fifth set of the Group’s financial statements signed by David Derbyshire, he will rotate off after the FY25 audit.
Total audit fee
£589,500
Audit related fees (including interim review)
£55,000
Other services
£16,000
Non-audit fee as a % of total audit and audit
related fee %
2.5%
Date first appointed
22 September 2016
Uninterrupted audit tenure
9 years
Next financial period which requires a tender
31 March 2027
Tenure of Group engagement partner
5 years
Average tenure of component partner
5 years
MATERIALITY (ITEM 6 BELOW)
The scope of our work is influenced by our view of materiality and our assessed risk of material misstatement.
We have determined overall materiality for the Group financial statements as a whole at £18.1m (FY24: £16.5m) and for the Parent
Company financial statements as a whole at £12.9m (FY24: £12.8m).
Consistent with FY24, we determined that profit before tax remains the benchmark for the Group as it is the metric which best
reflects the focus of the financial statements’ users. As such, we based our Group materiality on profit before tax, of which it
represents 4.8% (FY24: 4.8%).
Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent Company total
assets, limited in the current year to be less than Group materiality as a whole. It represents 0.62% (FY24: 0.75%) of the benchmark.
£13.5m
£12.3m
£16.2m
£15.5m
£17.0m
£12.8m
£0.9m
£0.8m
£16.5m
£18.1m
Group materiality
Group performance
materiality
Component
materiality
Parent Company
materiality
Audit misstatement
posting threshold
FY25
FY24
Materiality levels used in our audit
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Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report to the members of Auto Trader Group plc
continued
GROUP SCOPE (ITEM 7 BELOW)
We have performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material
misstatement to the Group financial statements, and what audit procedures to perform at these components.
Of the Group’s five components identified, we performed audit procedures over two components, including the Parent Company.
Work on the components was performed by the Group auditor.
The components within the scope of our work accounted for the percentages shown opposite.
In addition, for the remaining components for which we performed no audit procedures, we performed analysis at an aggregated
Group level to re-examine our assessment that there is not a reasonable possibility of a material misstatement in these components.
We consider the scope of our audit, as communicated to the Audit Committee, to be an appropriate basis for our audit opinion.
Coverage of Group financial statements
Our audit procedures covered 93% of Group revenue.
We performed audit procedures at the components that accounted
for 95% of Group profit before tax and 28% of Group total assets.
In addition, at the Group level, we performed audit procedures over
goodwill and intangible assets and the related amortisation expense,
that together account for 69% of total Group assets and 3% of Group
profit before tax.
THE IMPACT OF CLIMATE CHANGE ON OUR AUDIT
In planning our audit, we have considered the potential impact of risks arising from climate change on the Group’s business and its financial statements. The Group has set out its commitments under
the Paris Agreement to achieve net zero carbon emissions by 2040. Further information is provided in the Group’s Task Force on Climate-related Financial Disclosures (‘TCFD’) recommended disclosures
on pages 33 to 50.
As a part of our audit we have performed a risk assessment, including making enquiries of management, reading board meeting minutes and applying our knowledge of the Group and sector in which
it operates to understand the extent of the potential impact of climate change risk on the Group’s financial statements and to consider the impact of climate change on our audit.
Our risk assessment focused on the risk climate change may pose to the determination of future cash flows used in assessments such as impairment risk. On the basis of our risk assessment, we
determined that the recoverable amount of goodwill in Autorama is the area which will be the most impacted.
As explained in note 12 of the financial statements, in preparing the value-in-use calculations management has projected sales growth in the Autorama Cash Generating Unit (‘CGU’), based on forecast
growth in new car leases. This growth is in part impacted by the transition to electric vehicles and how these vehicles are sold and distributed. Our audit response to the key audit matter of the recoverability
of goodwill therefore considers climate change factors, such as UK regulations affecting transition to new electric vehicles. Please refer to this key audit matter response for further details.
Taking into account the relatively short-term nature of other assets we have not identified any other impacts of climate change on our key audit matters. We have read the Group’s TCFD in the front half
of the Annual Report and considered consistency with the financial statements and our audit knowledge. We have not been engaged to provide assurance over the accuracy of the climate risk
disclosures set out on pages 33 to 50 in the Annual Report.
3. GOING CONCERN, VIABILITY AND PRINCIPAL RISKS AND UNCERTAINTIES
The Directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Parent Company or to cease their operations, and as they have concluded
that the Group’s and the Parent Company’s financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the date of approval of the financial statements (‘the going concern period’).
116
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report to the members of Auto Trader Group plc
continued
GOING CONCERN
We have used our knowledge of the Group, its industry, and the general economic environment to identify the inherent
risks to its business model and analysed how those risks might affect the Group’s and Company’s financial resources or
ability to continue operations over the going concern period. The risk that we considered most likely to adversely affect
the Group’s and Company’s available financial resources and metrics relevant to financial covenants over this period
was lower-than-forecast revenues arising from reduced consumer demand in the automotive market.
We also considered less predictable but realistic second order impacts, such as reputational risk arising from a
ransomware attack and a consequential erosion of customer confidence, which could result in a rapid reduction of
available financial resources.
We considered whether these risks could plausibly affect the Group’s liquidity or covenant compliance in the going
concern period by assessing the degree of downside assumptions that, individually and collectively, could result in
a liquidity shortfall, taking into account the Group’s current and projected cash and borrowing facilities (a reverse
stress test).
We also assessed the completeness of the going concern disclosure.
Accordingly, based on those procedures, we found the Directors’ use of the going concern basis of accounting without
any material uncertainty for the Group and Parent Company to be acceptable.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that
are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a
guarantee that the Group or the Parent Company will continue in operation.
Our conclusions
•
We consider that the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate;
•
We have not identified, and concur with the Directors’ assessment that there
is not a material uncertainty related to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s or Parent Company’s
ability to continue as a going concern for the going concern period;
•
We have nothing material to add or draw attention to in relation to the Directors’
statement in note 1 to the financial statements on the use of the going concern
basis of accounting with no material uncertainties that may cast significant
doubt over the Group and Parent Company’s use of that basis for the going
concern period, and we found the going concern disclosure in note 1 to be
acceptable; and
•
The related statement under the UK Listing Rules set out on page 72 is materially
consistent with the financial statements and our audit knowledge.
DISCLOSURES OF EMERGING AND PRINCIPAL RISKS AND LONGER-TERM VIABILITY
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our
audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
•
the Directors’ confirmation within the viability statement on pages 71 to 72 that they have carried out a robust
assessment of the emerging and principal risks facing the Group, including those that would threaten its business
model, future performance, solvency and liquidity;
•
the Principal Risks and Uncertainties disclosures describing these risks and how emerging risks are identified and
explaining how they are being managed and mitigated; and
•
the Directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over
what period they have done so and why they considered that period to be appropriate, and their statement as
to whether 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 period of their assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
We are also required to review the viability statement set out on page pages 71 to 72 under the UK Listing Rules.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial
statements audit. As we cannot predict all future events or conditions and as subsequent events may result in outcomes
that are inconsistent with judgements that were reasonable at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the Group’s and Parent Company’s longer-term viability.
Our reporting
We have nothing material to add or draw attention to in relation to these disclosures.
We have concluded that these disclosures are materially consistent with the financial
statements and our audit knowledge.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report to the members of Auto Trader Group plc
continued
4. KEY AUDIT MATTERS
WHAT WE MEAN
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including 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.
We include below the Key Audit Matters in decreasing order of audit significance together with our key audit procedures to address those matters and our results from those procedures. These matters were
addressed, and our results are based on procedures undertaken, for the purpose of our audit of the financial statements as a whole. We do not provide a separate opinion on these matters.
4.1 Recoverability of goodwill relating to Autorama
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Recoverability of Group Autorama goodwill
£92.5m
£92.5m
Our assessment is that the risk is unchanged from the prior year.
This reflects the continued judgement required to estimate growth
in revenue cash flows over the forecast period.
FY25: Acceptable
FY24: Acceptable
Goodwill
Description of the Key Audit Matter
Our response to the risk
Forecast-based assessment
We have identified a significant audit risk, and a key audit matter, over the recoverability of the
Autorama goodwill due to the inherent uncertainty involved in forecasting and discounting future
cash flows, and in particular, estimating the future number of new car leases transacted and
market share. The new car market, including leasing, is impacted by changes in new car supply,
distribution and the transition to electric vehicles.
The effect of these matters is that, as part of our risk assessment for audit planning purposes,
we determined that value in use of the Autorama cash generating unit (‘CGU’) had a high degree
of estimation uncertainty, with a potential range of reasonable outcomes greater than our
materiality for the financial statements as a whole.
The consolidated financial statements (Note 12) disclose the sensitivity estimated by the Group.
We performed the tests below rather than seeking to rely on any of the Group’s controls because the nature
of the balance is such that we would expect to obtain audit evidence primarily through the detailed
procedures described.
Our procedures to address the risk included:
•
Historical comparisons:
assessing the ability of the Group to forecast accurately, by comparing prior
period forecasts of revenue growth assumptions to the actual outcomes.
•
Benchmarking assumptions:
challenging the revenue growth assumptions in the value in use calculation
by comparing management’s new car market growth assumptions against relative comparative
external data (such as new car and leasing market data which reflect market expectations, including
the impact of electric vehicle transition).
•
Tests of detail:
agreeing information used by the Group in their growth forecast to supporting evidence,
including sales contracts, to evidence OEM supply; consumer audience data relating to the Auto Trader
marketplace; and data relating to lease rate trends.
•
Risk assessment:
conducting risk assessment procedures for the long-term growth rate, and discount
rate, utilising comparable market data.
•
Sensitivity analysis:
performing our own sensitivity analysis, including a reasonably possible reduction
in the value and timing of forecast revenue growth and an alternative long term growth rate to assess the
level of sensitivity to the revenue assumptions.
•
Assessing transparency:
assessing whether the Group’s disclosures relating to the sensitivity of the
outcome of the impairment assessment to reasonably possible adverse changes in forecast revenue
growth sufficiently reflected the risks inherent in estimating the recoverable amount of goodwill.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Independent auditor’s report to the members of Auto Trader Group plc
continued
Communications with Auto Trader Group plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
•
Our approach and conclusion on the appropriateness of the impairment assessment performed by management, and of the key assumptions made in determining the recoverable amount based
on value in use; and
•
the adequacy of the consolidated financial statement disclosures, including as they relate to the sensitivity of the recoverable amount to changes in key assumptions.
Areas of particular auditor judgement
We identified the following as the areas of particular auditor judgement:
•
The appropriateness of the model, and particularly the key assumptions used in the model, including revenue growth, achieved through a higher forecast market share.
Our results
•
We found the Group’s conclusion that there is no impairment of Autorama goodwill to be acceptable (2024: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 88 for details on how the Audit Committee considered the recoverability of Autorama goodwill as an area
of significant attention, page 136 for the accounting policy on impairment, and note 12 for the financial disclosures.
4.2 Revenue recognition – Trade Retailer
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Trade Retailer revenue
£474.3m
£450.0m
Our assessment is that the risk is similar to FY24, reflecting the
fact that the majority of the Group’s revenue processing is
performed and recognised on a consistent basis in both years.
FY25: Acceptable
FY24: Acceptable
Description of the Key Audit Matter
Our response to the risk
Data processing error
Trade Retailer revenue primarily consists of fees for advertising on the Group’s website and related
data and access services. There is a high volume of transactions, no significant concentration of
customers and a variety of set packages. Retailers have the ability to select the combination of
products they receive.
Based on our cumulative audit experience, we have concluded that there is not a material judgement
or significant estimation uncertainty in revenue recognition and no significant opportunity for
fraudulent material misstatement, given the low value and high volume of individual transactions.
We continue to consider Auto Trader Trade Retailer revenue recognition to be a key audit matter as
it is the main driver of the Group’s results, and its size is reflected in the allocation of our resources in
planning and executing the audit.
Our procedures to address the risk included:
•
Control design and operation:
testing the design, implementation and operating effectiveness
of bank reconciliation controls, to provide evidence over reliability of cash data used in our tests
of detail.
•
Accounting analysis:
inspecting contractual terms, including modifications to standard terms agreed
in the year, to identify performance obligations and determine the timing of revenue recognition.
•
Data comparisons:
using computer assisted audit techniques to match sales information from
the billing system to the accounting records.
•
Tests of detail:
using computer assisted audit techniques to match the entire population of Trade
Retailer sales transactions recorded in the accounts to the billing system and from the billing system
to cash received and trade receivables (including accrued income) outstanding at the year end.
•
Tests of detail:
using computer assisted AI transaction scoring to identify higher and medium
scoring Trade Retailer sales transactions, for testing using statistical sampling techniques.
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continued
Description of the Key Audit Matter
Our response to the risk
Communications with Auto Trader Group plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
•
Our planned audit approach for revenue testing, including our rebuttal of the presumed risk of material misstatement of revenue as a result of fraud and our use of computer assisted audit techniques.
•
Our findings from our computer assisted audit techniques, which matched sales transactions between the accounts, the billing system, and cash received and trade receivables outstanding at year end.
•
Our findings from our AI transactional scoring procedure, which identified higher or medium scoring revenue transactions for further substantive testing.
Areas of particular auditor judgement
• We identified no areas of particular auditor judgement.
Our results
•
We considered the amount of Trade Retailer revenue recognised in the year to be acceptable (2024: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 88 for details on how the Audit Committee considered revenue recognition as an area of significant attention,
pages 132 to 133 for the accounting policy on revenue, and note 5 for the financial disclosures.
4.3 Transfer of investment in Autorama from the Parent Company (Parent Company only)
Financial Statement Elements
Our assessment of risk vs FY24
Our results
FY25
FY24
Investment in Autorama
£0.0m
£170.8m
The transfer of the investment in Autorama is a new risk in the
Parent Company in FY25.
FY25: Acceptable
Description of the Key Audit Matter
Our response to the risk
Low risk, high value
In September 2024, the Parent Company transferred its £170.8m investment in Autorama UK Limited to
its wholly owned subsidiary, Auto Trader Limited, as part of a planned Group reorganisation following
the original acquisition.
The accounting, including the impairment indicators assessment at the transfer date, and the
disclosure for this transaction is identified as the Parent Company key audit matter. This is because it
is an individually significant transaction on which we spent the most audit time in the context of the
Parent Company audit.
We performed the tests below rather than seeking to rely on any of the Company’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our procedures to address the risk included:
•
Accounting analysis:
inspecting the share transfer agreement between the Parent Company
and Auto Trader Limited and compared the contractual terms with the accounting adopted for
the transaction.
•
Impairment indicator assessment:
assessing whether there were any impairment indicators identified
by the Parent Company at the date of the transfer and considered whether there was a requirement
to assess the recoverability of the carrying value of the investment prior to the transaction.
•
Assessing transparency:
assessing the appropriateness of the Parent Company’s disclosure
of the transaction.
Communications with Auto Trader Group plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
•
The analysis of the accounting treatment, including the impairment indicators assessment at the date of the transfer.
Areas of particular auditor judgement
•
The assessment of impairment indicators at the date of the transfer.
Our results
•
We considered the accounting for the transaction of the investment in Autorama to be acceptable.
We continue to perform procedures over the recoverability of the Parent Company’s investment in its subsidiary. However, following the investment in Autorama being transferred to Auto Trader Limited, we
have not assessed recoverability of the Parent Company’s remaining investment as one of the most significant areas in our current year audit and, therefore, it is not separately identified in our report this year.
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continued
5. OUR ABILITY TO DETECT IRREGULARITIES, AND OUR RESPONSE
FRAUD – IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISSTATEMENT DUE TO FRAUD
Fraud risk
assessment
To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk assessment procedures included:
•
Enquiring of Directors, the Audit Committee, internal audit and the company secretary and inspection of policy documentation as to the Group’s high-level policies and
procedures to prevent and detect fraud, including the outsourced internal audit function, and the Group’s channel for ‘whistleblowing’, as well as whether they have knowledge
of any actual, suspected or alleged fraud;
• Reading Board and other Committee meeting minutes;
•
Considering remuneration incentive schemes and performance targets for management and Directors, including the Group’s share-based incentive schemes, comprising the
Performance Share Plan, the Deferred Annual Bonus and the Single Incentive Plan Award; and
•
Using analytical procedures to identify any unusual or unexpected relationships.
Risk communications
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
Fraud risks
As required by auditing standards and taking into account our overall knowledge of the control environment, we perform procedures to address the risk of management override of
controls, in particular the risk that Group management may be in a position to make inappropriate accounting entries, and the risk of bias in accounting estimates and judgements
such as goodwill impairment assumptions.
On this audit we do not believe there is a fraud risk related to revenue recognition because there is no material judgement or estimation in revenue recognition and a low risk of
fraudulent material misstatement, given the low value and high volume of individual transactions.
We did not identify any additional fraud risks.
Procedures to
address fraud risks
We performed procedures including:
•
Identifying journal entries to test at the Group level and for selected components based on risk criteria and comparing the identified entries to supporting documentation.
These included journal entries to revenue and cash posted to unexpected account combinations and those posted with unusual descriptions; and
•
Assessing whether the judgements made in making accounting estimates, are indicative of a potential bias.
LAWS AND REGULATIONS – IDENTIFYING AND RESPONDING TO RISKS OF MATERIAL MISSTATEMENT RELATING TO COMPLIANCE WITH LAWS AND REGULATIONS
Laws and
regulations risk
assessment
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector
experience and through discussion with the Directors and other management (as required by auditing standards) and discussed with the Directors and other management the
policies and procedures regarding compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an understanding of the control
environment including the entity’s procedures for complying with regulatory requirements.
Risk communications
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
Direct laws context
and link to audit
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation),
distributable profits legislation, taxation legislation, and pensions legislation in respect of defined benefit pension schemes and we assessed the extent of compliance with these
laws and regulations as part of our procedures on the related financial statement items.
Most significant
indirect law/
regulation areas
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: General Data Protection
Regulation, FCA compliance, competition law, employment law, anti-bribery and anti-corruption and money laundering legislation.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection
of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not
detect that breach.
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continued
CONTEXT
Context of the ability
of the audit to detect
fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained
a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed
to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
6. OUR DETERMINATION OF MATERIALITY
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us determine the scope of our audit and the nature, timing
and extent of our procedures, and in evaluating the effect of misstatements, both individually and in the aggregate, on the financial statements as a whole.
£18.1m
(FY24: £16.5m)
Materiality for the
Group financial
statements as a
whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £18.1m (FY24: £16.5m). This was determined with reference to a benchmark of profit before tax.
Consistent with FY24, we determined that profit before tax remains the main benchmark for the Group as it is the metric in the primary statements which best reflects the focus of the
financial statements’ users.
Our Group materiality of £18.1m was determined by applying a percentage to the profit before tax. When using a benchmark of profit before tax to determine overall materiality, KPMG’s
approach for listed entities considers a guideline range 3% – 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.8% (FY24: 4.8%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £17.0m (FY24: £12.8m), determined with reference to a benchmark of Parent Company total assets, of
which it represents 0.62% (FY24: 0.75%). Parent Company materiality was limited in the current year to be lower than Group materiality as a whole.
£13.5m
(FY24: £12.3m)
Performance
materiality
What we mean
Our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that
individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole.
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY24: 75%) of materiality for Auto Trader Group plc Group financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £12.8m (FY24: £9.6m), which equates to 75% (FY24: 75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
£0.9m
(FY24: £0.8m)
Audit misstatement
posting threshold
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point of view. We may become aware of misstatements below this
threshold which could alter the nature, timing and scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to the Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY24: 5%) of our materiality for the Group financial statements. We also report to the Audit Committee any other identified
misstatements that warrant reporting on qualitative grounds.
The overall materiality for the Group financial statements of £18.1m (FY24: £16.5m) compares as follows to the main financial statement caption amounts:
Total Group revenue
Group profit before tax
Total Group assets
FY25
FY24
FY25
FY24
FY25
FY24
Financial statement caption
£601.1m
£570.9m
£375.7m
£345.2m
£639.6m
£658.0m
Group Materiality as % of caption
3.0%
2.9%
4.8%
4.8%
2.8%
2.5%
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continued
7. THE SCOPE OF OUR AUDIT
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the Group
This year, we applied the revised Group auditing standard in our audit of the consolidated financial statements. The revised standard changes how an auditor approaches the
identification of components, and how the audit procedures are planned and executed across components.
In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how we, as the Group auditor, plan to perform audit
procedures to address Group risks of material misstatement (‘RMMs’). Similarly, the Group auditor has an increased role in designing the audit procedures as well as making decisions
on where these procedures are performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess scoping and coverage
in a different way and comparisons to prior period coverage figures are not meaningful. In this report we provide an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material misstatement to the Group financial statements and
which procedures to perform at these components to address those risks.
In total, we identified five components, having considered our evaluation of the Group’s legal and operational structure, the risk profile across the entities, the presence of key audit
matters and our ability to perform audit procedures centrally.
Of those, we identified one quantitatively significant component which contained the largest percentages of both total revenue and total assets of the Group, for which we performed
audit procedures. The audit of this component and of the Parent Company was performed by the Group team.
We set the component materiality at £16.2m, having regard to the size and risk profile of the component in relation to the Group.
Our audit procedures covered 93% of Group revenue. We performed audit procedures at the components that accounted for 95% of Group profit before tax and 28% of Group total
assets. In addition, at the Group level, we performed audit procedures over goodwill and intangible assets, and the related amortisation expense that together account for 69% of
total Group assets and 3% of Group profit before tax.
Impact of controls on our Group audit
The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control over financial reporting.
We identified the following IT systems which were relevant to the Group audit:
•
the ERP system used by all components in the scope of the Group audit to record accounting transactions.
•
the sales and billing system used to record Trade Retailer revenue for advertising on the Group’s platforms.
• the IT system used to prepare the Group’s consolidation.
We involved IT specialists to support us in obtaining an understanding of these IT systems.
On this audit we believe it is more efficient to not rely on controls and so performed a predominantly substantive audit in all areas. We adopted a data-oriented approach to testing
revenue, by performing data and analytics routines on the centralised IT environment, including as described in our key audit matter on Trade Retailer revenue. Given that we did not
plan to rely on IT controls in our audit, a manual and direct testing approach was used over the completeness and reliability of data used in these routines.
We tested the design and operating effectiveness of the Group’s manual bank reconciliation control and were able to rely on this control, which supported our data analytics
procedures over revenue. We identified some control findings relating to manual journal postings and following incremental risk assessment, we assessed that no significant changes
were required to our planned audit approach.
Group auditor
oversight
What we mean
The extent of the Group auditor’s involvement in work performed by component auditors.
The audit of the component and the audit of the Parent Company were performed by the Group team.
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continued
8. OTHER INFORMATION IN THE ANNUAL REPORT
The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
ALL OTHER INFORMATION
Our responsibility
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge.
Our reporting
Based solely on that work we have not identified material misstatements or inconsistencies in the other
information.
STRATEGIC REPORT AND DIRECTORS’ REPORT
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
•
we have not identified material misstatements in the Strategic report and the Directors’ report;
•
in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
•
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
DIRECTORS’ REMUNERATION REPORT
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies Act 2006.
Our reporting
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006.
CORPORATE GOVERNANCE DISCLOSURES
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency between
the financial statements and our audit knowledge, and:
•
the Directors’ statement that they consider that the annual report and financial statements taken
as a whole is fair, balanced and understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance, business model and strategy;
•
the section of the Annual Report describing the work of the Audit Committee, including the
significant issues that the Audit Committee considered in relation to the financial statements,
and how these issues were addressed; and
•
the section of the Annual Report that describes the review of the effectiveness of the Group’s
risk management and internal control systems.
Our reporting
Based on those procedures, we have concluded that each of these disclosures is materially consistent
with the financial statements and our audit knowledge.
We are also required to review the part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate Governance Code specified by the
UK Listing Rules for our review.
We have nothing to report in this respect.
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Independent auditor’s report to the members of Auto Trader Group plc
continued
OTHER MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
Our responsibility
Under the Companies Act 2006, we are required 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.
Our reporting
We have nothing to report in these respects.
9. RESPECTIVE RESPONSIBILITIES
Directors’ responsibilities
As explained more fully in their statement set out on page 112, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such
internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they 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
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 our opinion in an
auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no
assurance over whether the annual financial report has been prepared in accordance with those requirements.
10. THE PURPOSE OF OUR AUDIT WORK AND TO WHOM WE OWE OUR RESPONSIBILITIES
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.
David Derbyshire (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter’s Square
Manchester
M2 3AE
29 May 2025
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FINANCIAL STATEMENTS
Consolidated income statement
For the year ended 31 March 2025
Note
2025
£m
2024
£m
Revenue
5
Operating costs
4
(227.9 )
(225.0 )
Share of profit from joint ventures, net of tax
15
Operating profit
6
Net finance costs
9
(1.1 )
(3.5 )
Profit before taxation
Taxation
10
(93.1 )
(88.3 )
Profit for the year attributable to equity holders of the parent
Basic earnings per share (pence)
11
Diluted earnings per share (pence)
11
The accompanying notes form part of these financial statements.
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Consolidated statement of comprehensive income
For the year ended 31 March 2025
Note
2025
£m
2024
£m
Profit for the year
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations, net of tax
24
(0.5 )
(0.1 )
Other comprehensive income for the year, net of tax
(0.5 )
(0.1 )
Total comprehensive income for the year attributable to equity holders of the parent
The accompanying notes form part of these financial statements.
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FINANCIAL STATEMENTS
Consolidated balance sheet
At 31 March 2025
Note
2025
£m
2024
£m
Assets
Non-current assets
Intangible assets
12
Property, plant and equipment
13
Deferred taxation assets
23
Retirement benefit surplus
24
Net investments in joint ventures
15
Other investments
16
Current assets
Inventory
18
Trade and other receivables
17
Current income tax assets
Cash and cash equivalents
19
Total assets
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital
25
Share premium
Retained earnings
Own shares held
26
(31.6 )
(31.3 )
Capital reorganisation reserve
(1,060.8 )
(1,060.8 )
Capital redemption reserve
Other reserves
Total equity
Liabilities
Non-current liabilities
Borrowings
21
Provisions
22
Lease liabilities
14
Deferred income
5
Deferred taxation liabilities
23
Note
2025
£m
2024
£m
Current liabilities
Trade and other payables
20
Provisions
22
Lease liabilities
14
Total liabilities
Total equity and liabilities
The accompanying notes form part of these financial statements. The financial statements were
approved by the Board of Directors on 29 May 2025 and authorised for issue:
Jamie Warner
Chief Financial Officer
Auto Trader Group plc
Registered number: 09439967
29 May 2025
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FINANCIAL STATEMENTS
Consolidated statement of changes in equity
For the year ended 31 March 2025
Note
Share
capital
£m
Share
premium
£m
Retained
earnings
£m
Own shares
held
£m
Capital
reorganisation reserve
£m
Capital
redemption reserve
£m
Other
reserves
£m
Total
equity
£m
Balance at 31 March 2023
(26.0 )
(1,060.8 )
Profit for the year
Other comprehensive income:
Remeasurements of post-employment benefit obligations, net of tax
24
(0.1 )
(0.1 )
Total comprehensive income, net of tax
Transactions with owners
Employee share schemes – value of employee services
29
Exercise of employee share schemes
(4.0 )
Tax impact of employee share schemes
(0.3 )
(0.3 )
Purchase of own shares for treasury
(11.1 )
(11.1 )
Purchase of own shares for cancellation
(0.2 )
(159.7 )
(159.7 )
Issue of ordinary shares
(0.1 )
Dividends paid
(80.4 )
(80.4 )
Total transactions with owners, recognised directly in equity
(0.1 )
(226.6 )
(5.3 )
(231.8 )
Balance at 31 March 2024
(31.3 )
(1,060.8 )
Profit for the year
Other comprehensive income:
Remeasurements of post-employment benefit obligations, net of tax
24
(0.5 )
(0.5 )
Total comprehensive income, net of tax
Transactions with owners
Employee share schemes – value of employee services
29
Exercise of employee share schemes
(9.4 )
Tax impact of employee share schemes
Purchase of own shares for treasury
(10.8 )
(10.8 )
Purchase of own shares for cancellation
(0.3 )
(177.4 )
(177.4 )
Dividends paid
(88.4 )
(88.4 )
Total transactions with owners, recognised directly in equity
(0.3 )
(264.7 )
(0.3 )
(265.0 )
Balance at 31 March 2025
(31.6 )
(1,060.8 )
The accompanying notes form part of these financial statements.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Consolidated statement of cash flows
For the year ended 31 March 2025
Note
2025
£m
2024
£m
Cash flows from operating activities
Cash generated from operations
28
Income taxes paid
(95.1 )
(91.5 )
Net cash generated from operating activities
Cash flows from investing activities
Purchases of intangible assets
(0.2 )
Purchases of property, plant and equipment
(4.0 )
(3.6 )
Proceeds from sale of property, plant and equipment
Dividends received from joint ventures
15
Interest received on cash and cash equivalents
Proceeds on disposal of shares in investment entities
Net cash used in investing activities
Cash flows from financing activities
Dividends paid to Company shareholders
27
(88.4 )
(80.4 )
Drawdown of Syndicated Revolving Credit Facility
21
Repayment of Syndicated Revolving Credit Facility
21
(30.0 )
(87.0 )
Repayment of other debt
21
(1.1 )
Payment of refinancing fees
21
(0.3 )
(0.5 )
Payment of interest on borrowings
31
(1.2 )
(3.4 )
Payment of lease liabilities
14
(2.5 )
(2.7 )
Purchase of own shares for cancellation
25
(176.6 )
(158.9 )
Purchase of own shares for treasury
26
(10.7 )
(11.0 )
Payment of fees on purchase of own shares
(0.9 )
(0.9 )
Contributions to defined benefit pension scheme
24
(0.1 )
(0.1 )
Proceeds from exercise of share-based incentives
Net cash used in financing activities
(309.6 )
(287.2 )
Net (decrease)/increase in cash and cash equivalents
(3.4 )
Cash and cash equivalents at beginning of year
19
Cash and cash equivalents at end of year
19
The accompanying notes form part of these financial statements.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the consolidated financial statements
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
131
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and is domiciled and incorporated in the United Kingdom
Consolidated financial statements of the Company as at and for the year ended 31 March 2025 comprise
the Company and its interest in subsidiaries (together referred to as ‘the Group’). The Group’s principal
business is the operation of the Auto Trader platforms which form the UK’s largest automotive platform.
The Consolidated financial statements of the Group as at and for the year ended 31 March 2025
are available upon request to the Company Secretary from the Company’s registered office at
th
The Consolidated financial statements have been prepared in accordance with the requirements
of the Companies Act 2006 and in accordance with UK-adopted international accounting standards.
The Consolidated financial statements have been prepared on the going concern basis and under the
historical cost convention, except for equity investments and defined benefit pension scheme assets,
The Consolidated financial statements are presented in sterling (£), which is the Group’s presentation
The Group financial statements consolidate those of the Company and its subsidiaries (together
referred to as the ‘Group’) and equity account the Group’s interest in joint ventures and associates.
Subsidiaries are all entities over which the Group has control. Control exists when the Group has
existing rights that give it the ability to direct the relevant activities of an entity and has the ability
to affect the returns the Group will receive as a result of its involvement with the entity. In assessing
control, potential voting rights that are currently exercisable or convertible are taken into account.
The financial statements of subsidiaries are included in the Consolidated financial statements from
the date that control commences until the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by
the Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued, and liabilities incurred or assumed at the date of exchange. Costs directly
attributable to the acquisition are expensed. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of
the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the
identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred,
non-controlling interest recognised and previously held interest measured is less than the fair
value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference
is recognised directly in the income statement.
When the Group disposes of a subsidiary, it derecognises the assets and liabilities of the subsidiary.
Any resulting gain or loss is recognised in the income statement.
Intercompany transactions and balances between Group companies are eliminated on consolidation.
A joint arrangement is an arrangement over which the Group and one or more third parties have joint
control. These joint arrangements are in turn classified as: joint ventures whereby the Group has rights
to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities;
and joint operations whereby the Group has rights to the assets and obligations for the liabilities
relating to the arrangement.
Associates are all entities over which the Group and parent company have significant influence but
not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.
Where significant influence is not demonstrated but the shareholding is between 20% and 50%, the
Group would account for its interest as an investment. All investments are initially recognised at cost
During the year ended 31 March 2025 the Group has continued to generate significant cash from
operations. The Group has an overall positive net asset position and had cash balances of £15.3m
at 31 March 2025 (2024: £18.7m). During the year £275.7m was returned to shareholders through share
buybacks and dividends (2024: £250.3m).
The Group has access to a Syndicated Revolving Credit Facility (the ‘Syndicated RCF’). At
31 March 2025 the Group had £nil (2024: £30.0m) drawn of its £200.0m Syndicated RCF. On
1 February 2025, the Group extended the term of its Syndicated RCF to February 2030 by exercising
the remaining one-year extension option. Until February 2029 the available facility is £200m,
reducing to £165m thereafter, due to one lender not participating in the second extension option.
Cash flow projections for a period of not less than 12 months from the date of this report have been
prepared. Stress case scenarios have been modelled to make the assessment of going concern,
taking into account severe but plausible potential impacts of a severe economic downturn,
ransomware attack and a new market entrant within the next 12 months. The results of the stress
testing demonstrated that due to the Group’s significant free cash flow, access to the Syndicated
RCF and the Board’s ability to adjust the discretionary share buyback programme, the Group would
be able to withstand the impact and remain cash generative. Subsequent to the year end, the
Group has generated cash flows in line with its forecast and there are no events that have adversely
impacted the Group’s liquidity.
The Directors, after making enquiries and on the basis of current financial projections and facilities
available, believe that the Group and parent company have adequate financial resources to
continue in operation for a period not less than 12 months from the date of this report. For this reason,
The preparation of financial statements in conformity with UK-adopted international accounting
standards requires the use of certain accounting estimates and assumptions. It also requires
management to exercise its judgement in the process of applying the Group’s accounting policies.
Estimates and judgements are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the
balance sheet date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are discussed below.
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1. GENERAL INFORMATION
CONTINUED
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Carrying values of goodwill (judgement and estimate)
The Group tests annually whether goodwill held by the Group has suffered any impairment in
accordance with the accounting policy stated within note 2. The Group has two cash-generating
units, Digital and Autorama. Estimation is required for the assumptions used in the calculation of
the recoverable amounts of each cash-generating unit, the most significant assumptions relating
New and amended standards adopted by the Group
The following amendments to standards have been adopted by the Group for the first time for the
financial year beginning on 1 April 2024:
•
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
•
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
The adoption of these amendments has had no material effect on the Group’s Consolidated
financial statements.
Standards, amendments and interpretations to existing standards that are not yet effective
There are a number of amendments to IFRS that have been issued by the IASB that, when endorsed
in the UK, will become effective in a subsequent accounting period including:
• Lack of Exchangeability (Amendments to IAS 21)
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28)
• Presentation and Disclosure in Financial Statements (IFRS 18)
• Subsidiaries without Public Accountability Disclosures (IFRS 19)
•
Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9)
The Group has evaluated these changes and none are expected to have a material impact on the
Existing significant accounting policies
The following accounting policies applied by the Group have been applied consistently to all periods
presented in the Consolidated financial statements.
Revenue is measured based on the consideration specified in a contract with a customer and is
recognised when a customer obtains control of the services. Revenue is stated net of discounts,
rebates, refunds and value-added tax.
Revenue principally represents the amounts receivable from customers for advertising on the Group’s
platforms but also includes non-advertising services such as vehicle leasing transactions and data
services. The different types of products and services offered to customers along with the nature and
timing of satisfaction of performance obligations are set out as follows:
(i) Trade revenue
Trade revenue comprises fees from retailers, Home Traders and logistics customers for advertising
on the Group’s platforms and customers utilising the Group’s other services.
Retailer revenue
Retailer customers pay a monthly subscription fee to advertise their stock on the Group’s platforms.
Control is obtained by customers across the life of the contract as their stock is continually listed.
Contracts for these services are agreed at a retailer or retailer group level and are ongoing subject
to a 30-day notice period. Revenue is invoiced monthly in arrears.
Retailers have the option to enhance their presence on the platform through additional products,
each of which has a distinct performance obligation. For products that provide enhanced exposure
across the life of the product, control is passed to the customer over time. Revenue is only recognised
at a point in time for additional advertising products where the customer does not receive the benefit
until they choose to apply the product. Additional advertising products are principally billed on a
monthly subscription basis in line with their core advertising package, however certain products are
billed on an individual charge basis.
The Group also generates revenue from retailers for data and valuation services under a variety of
contractual arrangements, with each service being a separate performance obligation. Control is
obtained by customers either across the life of the contract where customers are licensed to use the
Group’s services or at a point in time when a one-off data service is provided. Digital retailing revenue
is generated from retailers who pay a percentage of the vehicle list price when a consumer submits
a deal. Each deal is a separate performance obligation and control is obtained at a point in time.
Contract modifications occur on a regular basis as customers change their stock levels or add or
remove additional advertising products from their contracts. Following a contract modification, the
customer is billed in line with the delivery of the remaining performance obligations. A receivable is
recognised only when the Group’s right to consideration is only conditional on the passage of time.
Home Trader revenue
Home Trader customers pay a fee in advance to advertise a vehicle on the Group’s platform for a
specified period of time. Revenue is deferred until the customer obtains control over the services.
Control is obtained by customers across the life of the contract as their vehicle is continually listed.
Contracts for these services are typically entered into for a period of between two and six weeks.
Logistics revenue
Logistics customers pay a monthly subscription fee for access to the Group’s AT Moves platform.
Control is obtained by customers across the life of the contract as their access is continuous.
Contracts for these services are agreed at a customer level and are ongoing subject to a 30-day
notice period. Logistics customers have the option to bid on vehicle moves advertised by retailers
on the platform. The logistics customer pays a fee if they are successful in obtaining business from
retailers through the Group’s marketplace. Revenue is recognised at the point in time when the vehicle
move has been completed. A receivable is recognised only when the Group’s right to consideration
is only conditional on the passage of time.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
133
Auto Trader Group plc
Annual Report and Financial Statements 2025
2. SIGNIFICANT ACCOUNTING POLICIES
CONTINUED
Notes to the consolidated financial statements
continued
Data revenue
Data customers pay a subscription fee to access elements of Auto Trader’s vehicle database or to
access the Fleetware software. Control is transferred to customers across the life of the contract
where customers have continuous access to the database or the software.
AutoConvert revenue
AutoConvert customers pay a monthly subscription fee to access the AutoConvert platform. Control
is transferred to customers across the life of the contract where customers have continuous access
to the platform and revenue is recognised across this period. Ancillary AutoConvert revenues are
charged on a per transaction basis and revenue is recognised at the point in time that these services
are provided.
(ii) Consumer Services revenue
Consumer Services comprises fees from private sellers for vehicle advertisements on the Group’s
websites, and third-party partners who provide services to consumers relating to their motoring needs,
such as insurance and loan finance. Private customers pay a fee in advance to advertise a vehicle on the
Group’s platform for a specified period of time. Control is obtained by customers across the life of the
contract as their stock is continually listed. Contracts for these services are typically entered into for
a period of between two and six weeks and revenue is recognised over this time.
Revenue is also generated from third-party partners who utilise the Group’s platforms to advertise
their products under a variety of contractual arrangements, with each service being a separate
performance obligation. Control is obtained by customers at a point in time when the service is
provided. Revenue is also generated via an agreement with Dealer Auction (our joint venture),
when retailers purchase a consumer’s vehicle via Dealer Auction’s platform. Revenue is recognised
when the vehicle is listed as sold.
(iii) Manufacturer and Agency revenue
Revenue is generated from manufacturers and their advertising agencies for placing display
advertising for their brand or vehicle on the Group’s websites under a variety of contractual
arrangements, with each service being a separate performance obligation. Control is obtained by
customers across the life of the contract as their advertising is displayed on the different platforms.
Rebates are present in the contractual arrangements with customers and are awarded either in cash
or value of services based upon annual spend; an estimate of the annualised spend is made at the
reporting date to determine the amount of revenue to be recognised. A small proportion of revenue
relates to manufacturers who sell direct to consumers using our new car market extension product.
Manufacturers pay a monthly subscription fee to advertise their stock on the Group’s platforms.
Control is obtained by manufacturers across the life of the contract as their stock is continually listed.
Contracts for these services are agreed at a manufacturer or manufacturer group level and are
ongoing subject to a 30-day notice period. Revenue is invoiced monthly in arrears.
(iv) Autorama revenue
Autorama revenue comprises consideration received from the sale of new vehicles and accessories
as well as commission received for facilitating the lease of new vehicles.
Vehicle & Accessory sales revenue
Vehicle & Accessory sales revenue is generated from new vehicles which are purchased from
an original equipment manufacturer (‘OEM’) or retailer and then sold to a lease funder. Control is
obtained by the funder at a point in time when the vehicle is delivered and revenue is only recognised
at this point. Additional accessories can be added to vehicles at extra cost upon the request of
the funder, and control is once again obtained by the funder at a point in time when the vehicle is
delivered. Where the Group obtains control of vehicles or accessories in advance of selling those
goods to a funder, including holding inventory risk, then the Group is acting as principal and revenue
and cost of sales are reported on a gross basis. Where the Group does not obtain control of vehicles,
revenue is recorded as the value of the related commission and recognised as described below.
Commission & Ancillary revenue
Commission & Ancillary revenue is generated from commission received from lease funders for
facilitating the lease of new vehicles via advertisement on the Company online marketplaces. Control
is obtained by the funder at a point in time when the lease is live and revenue is only recognised at this
point. Ancillary Autorama revenues are charged on a per transaction basis and revenue is recognised
at the point in time that these services are provided.
Rebates are present in the contractual arrangements with funders and are awarded in cash based
upon the quarterly number of vehicles provided. Similarly, rebates are present in the contractual
arrangements with OEMs and are awarded in cash based upon the quarterly number of vehicles
The Group operates several pension schemes and all except one are defined contribution schemes.
Within the UK all pension schemes set up prior to 2001 have been closed to new members and only
one defined contribution scheme is now open to new employees.
a) Defined contribution scheme
The assets of the defined contribution scheme are held separately from those of the Group in
independently administered funds. The costs in respect of this Scheme are charged to the income
statement as incurred.
b) Defined benefit scheme
The Group operates one defined benefit pension scheme that is closed to new members. The asset
or liability recognised in the balance sheet in respect of the defined benefit scheme is the present
value of the defined benefit obligation at the balance sheet date less the fair value of the Scheme’s
assets. The defined benefit obligation is calculated annually by independent actuaries using the
projected unit credit method. The present value of the defined benefit obligation is determined by
discounting the estimated future cash outflows using interest rates of high-quality corporate bonds
that are denominated in the currency in which the benefits will be paid, and that have terms to
maturity approximating those of the related pension liability. Remeasurement gains and losses
arising from experience adjustments and changes in actuarial assumptions are charged or credited
to equity in other comprehensive income in the period in which they arise. Any Scheme surplus (to the
extent it can be recovered) or deficit is recognised in full on the balance sheet. Contributions paid to
the Scheme by the Group have been classified as financing activities in the Consolidated statement
of cash flows as there are no remaining active members within the Scheme.
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Annual Report and Financial Statements 2025
2. SIGNIFICANT ACCOUNTING POLICIES
CONTINUED
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Equity-settled awards are valued at the grant date, and the fair value is charged as an expense in the
income statement spread over the vesting period. Fair value of the awards is measured using Black-
Scholes and Monte Carlo pricing models. The credit side of the entry is recorded in equity. Cash-settled
awards are revalued at each reporting date with the fair value of the award charged to the profit and
Research and development expenditure is charged against profits in the year in which it is incurred,
Operating profit
Operating profit is the profit of the Group (including the Group’s share of profit from joint ventures)
before finance income, finance costs, profit on disposal of subsidiaries which do not meet the
definition of a discontinued operation, and taxation.
Finance income is earned on bank deposits and finance costs are incurred on bank borrowings and vehicle
The tax expense for the period comprises current and deferred taxation. Tax is recognised in the
income statement, except to the extent that it relates to items recognised in ‘other comprehensive
income’ or directly in equity. In this case the tax is also recognised in other comprehensive income or
directly in equity, respectively. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Current taxation is provided at amounts expected to be paid (or recovered) calculated using the rates
of tax and laws that have been enacted or substantively enacted at the balance sheet date in the
countries where the Group operates and generates taxable income.
between the tax base of assets and liabilities and their carrying amounts are included in the
Consolidated financial statements. Deferred taxation is determined using tax rates and laws that
have been enacted or substantively enacted by the balance sheet date and are expected to apply
when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred taxation assets are recognised only to the extent that it is probable that future taxable
profit will be available against which the temporary differences can be utilised.
Deferred taxation is provided on temporary differences arising on investments in subsidiaries and
interests in joint ventures, except where the timing of the reversal of the temporary difference
is controlled by the Group and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred taxation assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities and when the deferred
taxation assets and liabilities relate to taxes levied by the same taxation authority on either the taxable
The Group has determined that the global minimum top-up tax, which is a liability under Pillar Two
legislation, is an income tax in the scope of IAS 12. The Group does not expect a liability to Pillar
Two top-up tax based on its effective rate of corporation tax paid and because its consolidated
At inception of a contract, the Group assesses whether or not a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. When a lease is recognised in a contract the Group recognises
a right of use asset and a lease liability at the lease commencement date other than as noted below.
The right of use asset is initially measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease prepayments made at or before the commencement date, plus any
initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right of use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right of use asset or the end
of the lease term. The estimated useful lives of right of use assets are determined on the same basis
as those of property, plant and equipment. In addition, the right of use asset is periodically reduced
by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, or if the
Group changes its assessment of whether it will exercise a purchase, extension or termination option.
The Group presents right of use assets in property, plant and equipment and leased liabilities in lease
liabilities in the balance sheet.
The Group has applied the recognition exemption of low value leases. For these leases, the lease
A financial asset (unless it is a trade receivable without a significant financing component) or financial
liability is initially measured at fair value plus, for an item not at fair value through profit or loss,
transaction costs that are directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction price.
Under IFRS 9, trade receivables including accrued income, without a significant financing component,
are classified and held at amortised cost, being initially measured at the transaction price and
subsequently measured at amortised cost less any impairment loss.
The Group recognises lifetime expected credit losses (‘ECLs’) for trade receivables and accrued
income. The expected credit losses are estimated using a provision matrix based on the Group’s
historical credit loss experience, adjusted for any macro-economic factors. At 31 March 2024, ECLs
were adjusted to reflect high inflation, high interest rates and the upcoming UK general election. At
31 March 2025, ECLs were adjusted to reflect the lower levels of inflation and downward pressures on
interest rates.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
135
Auto Trader Group plc
Annual Report and Financial Statements 2025
Notes to the consolidated financial statements
continued
2. SIGNIFICANT ACCOUNTING POLICIES
CONTINUED
The Group assesses whether a financial asset is in default on a case by case basis when it becomes
probable that the customer is unlikely to pay its credit obligations. The gross carrying amount of a
financial asset is written off when the Group has no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof. For all customers, the Group individually makes an assessment
with respect to the timing and amount of write-off based on whether there is a reasonable expectation
of recovery. The Group expects no significant recovery from the amount written off. However, financial
assets that are written off could still be subject to enforcement activities in order to comply with
the Group’s procedures for recovery of amounts due.
At each reporting date, the Group assesses whether financial assets carried at amortised cost
are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred.
Financial liabilities are classified as measured at amortised cost or fair value through profit and loss.
A financial liability is classified as at fair value through profit and loss if it is classified as held-for-
trading, it is a derivative, or it is designated as such on initial recognition and measured at fair value
and net gains and losses, including any interest expense, are recognised in profit or loss. Other
financial liabilities, including trade payables, are subsequently measured at amortised cost using
the effective interest method. Interest expense and foreign exchange gains and losses are
Goodwill represents the excess cost of an acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested
annually for impairment and is carried at cost less accumulated impairment losses. Impairment
losses are charged to the income statement and are not reversed. The gain or loss on the disposal
of an entity includes the carrying amount of goodwill relating to the entity sold. Goodwill is allocated
to cash-generating units for the purpose of impairment testing. The allocation is made to those
cash-generating units that are expected to benefit from the business combination in which the
franchise buybacks, brands and databases
Separately acquired trademarks, trade names, technology and customer relationships are recognised
at historical cost. They have a finite useful life and are carried at cost less accumulated amortisation.
Amortisation is calculated using the straight-line method to allocate the cost over their estimated useful
lives of between one and 15 years. Trademarks, trade names, technology, non-compete agreements,
customer relationships, franchise buybacks, brands and databases acquired in a business combination
are recognised at fair value at the acquisition date and subsequently amortised.
c) Software
Acquired computer software controlled by the Group is capitalised at cost, including any costs to
bring it into use, and is carried at cost less accumulated amortisation. Amortisation is calculated
using the straight-line method to allocate the cost over the estimated useful life of three to five years.
d) Software and website development costs and financial systems
Development costs that are directly attributable to the design and testing of identifiable and unique
software products, websites and systems controlled by the Group are recognised as intangible
assets when the following criteria are met:
•
it is technically feasible to complete the software product or website so that it will be available
for use;
•
management intends to complete the software product or website and use or sell it;
•
there is an ability to use or sell the software product or website;
•
it can be demonstrated how the software product or website will generate probable future
economic benefits;
•
adequate technical, financial and other resources to complete the development and to use
or sell the software product or website are available; and
•
the expenditure attributable to the software product or website during its development can
be reliably measured.
Directly attributable costs that are capitalised as part of the software product, website or system
include employee and contractor costs. Other development expenditures that do not meet these
criteria, as well as ongoing maintenance and costs associated with routine upgrades and
enhancements, are recognised as an expense as incurred. Development costs for software, websites
and systems are carried at cost less accumulated amortisation and are amortised over their useful
lives (not exceeding 10 years) at the point at which they come into use.
Outside of acquired software, the Group develops its core infrastructure through small-scale,
maintenance-like incremental improvements and as a result, a low proportion of internal expenditure
meets the requirements of IAS 38, Intangible Assets. By their innovative nature, there may also be
uncertainty over the technical feasibility of new development projects and, if successful, how they
may be commercially monetised.
Licence agreements to use cloud software provided as a service are treated as service contracts
and expensed in the Group income statement, unless the Group has both a contractual right to take
possession of the software at any time without significant penalty, and the ability to run the software
independently of the host vendor. In such cases the licence agreement is capitalised as software
within intangible assets. Implementation costs are expensed unless implementation is a distinct
All property, plant and equipment is stated at historical cost less accumulated depreciation and
impairment losses. Historical cost comprises the purchase price of the asset and expenditure directly
attributable to the acquisition of the item.
method to allocate their cost less their estimated residual values over the estimated useful lives
as follows:
Land, buildings and leasehold improvements:
• Leasehold land and buildings |
life of lease |
• Leasehold improvements |
life of lease |
• Plant and equipment |
3–10 years |
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
136
Auto Trader Group plc
Annual Report and Financial Statements 2025
Notes to the consolidated financial statements
continued
2. SIGNIFICANT ACCOUNTING POLICIES
CONTINUED
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance
sheet date. The carrying value of assets is reviewed for impairment if events or changes in circumstances
suggest that the carrying value may not be recoverable. Assets will be written down to their recoverable
amount if lower than the carrying value, and any impairment is charged to the income statement.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and
are tested annually for impairment. Assets that are subject to amortisation and depreciation are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating
units). Non-financial assets other than goodwill that have suffered an impairment are reviewed for
possible reversal of the impairment at each reporting date.
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 an asset that does not generate largely independent cash flows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the
carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then
The Group accounts for business combinations using the acquisition method under IFRS 3 – Business
Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures
depending on the contractual rights and obligations of each investor. Auto Trader Group plc has
assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures
are accounted for using the equity method. Under the equity method of accounting, interests in joint
ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the
Inventory is measured at the lower of cost and net realisable value, being the estimated selling price
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are
subsequently carried at amortised cost, with any difference between the proceeds (net of
transaction costs) and the redemption value being recognised in the income statement over
the period of the borrowings using the effective interest method. Finance and issue costs associated
with the borrowings are charged to the income statement using the effective interest rate method
from the date of issue over the estimated life of the borrowings to which the costs relate.
Borrowings are derecognised when the contractual obligation is discharged, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability,
such that the difference in respective carrying amounts together with any costs or fees incurred are
recognised in the income statement.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
Vehicle financing
A vehicle stocking loan is a financing arrangement which is used to purchase new and used vehicles
prior to re-sale. This financing arrangement can only be used for this purpose, typically has a maturity
of 180 days or less and is repayable on the earliest of the vehicle delivery date or the maturity date.
Based on these factors, the Group recognises these arrangements as financial liabilities within trade
and other payables as part of its operating cycle.
A provision is recognised when a present legal or constructive obligation exists at the balance sheet
date as a result of a past event, it is probable that an outflow of resources will be required to settle the
obligation and a reliable estimate of that obligation can be made. Where there are a number of similar
obligations, the likelihood that an outflow will be required in settlement is determined by considering
the class of obligations as a whole. If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific to the obligation.
Contingent liabilities are not recognised but are disclosed unless an outflow of resources is remote.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction from the proceeds.
Where the Group purchases its own equity share capital, the consideration paid is deducted from
equity attributable to the Group’s shareholders. Where such shares are subsequently cancelled, the
nominal value of the shares repurchased is deducted from share capital and transferred to a capital
redemption reserve. Where the Group purchases its own equity share capital to hold in treasury, the
Shares held by Employee Share Option Trust
The Employee Share Option Trust (‘ESOT’) provides for the issue of shares to Group employees principally
under share option schemes. The Group has control of the ESOT and therefore consolidates the ESOT in
the Group financial statements. Accordingly, shares in the Company held by the ESOT are included in the
balance sheet at cost as a deduction from equity.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
137
Auto Trader Group plc
Annual Report and Financial Statements 2025
2. SIGNIFICANT ACCOUNTING POLICIES
CONTINUED
Share premium
The amount subscribed for the ordinary shares in excess of the nominal value of these new shares
is recorded in share premium. Costs that directly relate to the issue of ordinary shares are deducted
from share premium net of corporation tax.
Capital reorganisation reserve
The capital reorganisation reserve arose on consolidation as a result of the share-for-share exchange
on 24 March 2015. It represents the difference between the nominal value of shares issued by Auto Trader
Group plc in this transaction and the share capital and reserves of Auto Trader Holding Limited.
Capital redemption reserve
The capital redemption reserve arises from the purchase and subsequent cancellation of the Group’s
own equity share capital.
Other reserves
Other reserves include the currency translation reserve on the consolidation of entities whose
functional currency is other than sterling, and other amounts which arose on the initial common
control transaction that formed the Group.
The Group presents basic and diluted earnings per share (‘EPS’) for its ordinary shares. Basic EPS
is calculated by dividing the profit attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period. For diluted EPS, the weighted average
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s
financial statements in the period in which the dividend is approved by the Company’s shareholders
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the
a) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at the period end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in the income
statement within administrative expenses.
b) Foreign operations
The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary
economy) that have a functional currency other than sterling are translated into sterling as follows:
•
assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet; and
•
income and expenses for each income statement are translated at average exchange rates.
These foreign currency differences are recognised in other comprehensive income and the
translation reserve within other reserves.
On the disposal of a foreign operation, the cumulative exchange differences that were recorded in
equity are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair
value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence,
the most advantageous market to which the Group has access at that date. The fair value of a liability
reflects its non-performance risk. A number of the Group’s accounting policies and disclosures
require the measurement of fair values, for both financial and non-financial assets and liabilities.
When one is available, the Group measures the fair value of an instrument using the quoted price in an
active market for that instrument. If there is no quoted price in an active market, then the Group uses
valuation techniques that maximise the use of relevant observable outputs and minimise the use of
unobservable outputs. The chosen valuation technique incorporates all of the factors that market
Overview
In the course of its business the Group is exposed to market risk, credit risk and liquidity risk from its
use of financial instruments. This note presents information about the Group’s exposure to each of
the below risks, the Group’s objectives, policies and processes for measuring and managing risk and
the Group’s management of capital. Further quantitative disclosures are included throughout these
Consolidated financial statements.
The Group’s overall risk management strategy is to minimise potential adverse effects on the financial
performance and net assets of the Group. These policies are set and reviewed by senior finance
management and all significant financing transactions are authorised by the Board of Directors.
The Group has no significant foreign exchange risk as 100% of the Group’s revenue and 98% of costs are
ii. Interest rate risk
The Group’s interest rate risk arises from vehicle stocking loans which have floating rates of interest
linked to the Bank of England Base Rate and long-term borrowings under the Syndicated RCF with
floating rates of interest linked to SONIA. The Group monitors interest rates on an ongoing basis but
does not currently hedge interest rate risk. The variation of 100 basis points in the interest rate of
floating rate financial liabilities (with all other variables held constant) will increase or decrease
138
Auto Trader Group plc
Annual Report and Financial Statements 2025
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. RISK AND CAPITAL MANAGEMENT
CONTINUED
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet
its contractual obligations.
i. Trade receivables
Credit risk relating to trade receivables is managed centrally and the credit risk for new Auto Trader
customers is analysed before standard payment terms and conditions are offered. Policies and
procedures exist to ensure that Auto Trader’s existing customers have an appropriate credit history
and a significant number of balances are collected via direct debit. In March, more than 88.3%
(2024: 87.4%) of Auto Trader’s retailer customers paid via monthly direct debit, minimising the risk of
non-payment. Sales to private individuals using Auto Trader are primarily settled in advance using
major debit or credit cards which removes the risk in this area.
Autorama’s main customers are funders who do not change regularly, so the risk in this area
is also minimal.
The Group establishes an expected credit loss that represents its estimate of losses in respect
of trade and other receivables. Further details of these are given in note 30.
Overall, the Group considers that it is not exposed to a significant amount of either customer credit
or bad debt risk, due to the fragmented nature of the customer base and the robust nature of the
used car market.
ii. Cash and cash equivalents
As at 31 March 2025, the Group held cash and cash equivalents of £15.3m (2024: £18.7m). The cash and
cash equivalents are held with bank and financial institution counterparties, which are rated between
P-1 and P-2 based on Moody’s ratings. The Group’s treasury policy is to monitor cash, and when
applicable deposit balances, on a daily basis and to manage counterparty risk, whilst also ensuring
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated
with its financial liabilities that are settled by delivering cash. The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Group’s reputation.
Cash flow forecasting is performed centrally by the Director of Group Finance. Rolling forecasts of
the Group’s liquidity requirements are monitored to ensure it has sufficient cash to meet operational
needs. The Group’s revenue model is largely subscription-based, which results in a regular level of
cash conversion allowing it to service working capital requirements.
On 1 February 2025, the Group extended the term of its Syndicated RCF to February 2030 by exercising
the remaining one-year extension option. Until February 2029 the available facility is £200m, reducing
to £165m thereafter, due to one lender not participating in the second extension option. The facility
allows the Group access to cash at one working day’s notice. At 31 March 2025, £nil was drawn under
the Syndicated RCF (2024: £30.0m).
The Group has access to a vehicle stocking loan, with a limit of £12.0m. This financing arrangement
can only be used to fund the purchase of new and used vehicles prior to re-sale and has a maturity of
180 days or less. The loan is repayable on the earliest of the vehicle delivery date or the maturity date.
Capital management
The Group considers capital to be net debt plus total equity. Net debt is calculated as total bank debt,
other loans and lease financing, less cash and cash equivalents as shown in note 31. Total equity is as
shown in the Consolidated balance sheet.
The calculation of total capital is shown in the table below:
2025 |
2024 |
|
£m |
£m |
|
Total net funds/(debt) |
(12.7) |
14.0 |
Total equity |
569.4 |
552.3 |
Total capital |
556.7 |
566.3 |
The objectives for managing capital are to safeguard the Group’s ability to continue as a going
concern, in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an efficient cost of capital structure. To maintain or adjust the capital structure, the Group
may pay dividends, return capital through share buybacks, issue new shares or take other steps to
increase share capital and reduce or increase debt facilities.
As at 31 March 2025, the Group had borrowings of £nil (2024: £30.0m) through its Syndicated RCF.
Interest is payable on this facility at a rate of SONIA plus a margin of between 1.2% and 2.1% depending
on the consolidated leverage ratio of Auto Trader Group plc and its subsidiaries, which is calculated
and reviewed on a biannual basis. As part of the amendment and extension of its Syndicated RCF in
2023, three sustainability performance targets were incorporated into the agreement. These were
tested for the first time in 2024. The margin shall be increased or decreased between -0.05% and 0.05%
based on the number of sustainability performance targets achieved in the reporting period. This will
IFRS 8 – Operating Segments requires the Group to determine its operating segments based
on information which is provided internally. Based on the internal reporting information and
management structures within the Group, it has been determined that there are two operating
segments (2024: two operating segments), being:
•
Auto Trader: includes the results of Auto Trader and AutoConvert in respect of online classified
advertising of motor vehicles and other related products and services in the digital automotive
marketplace including share of profit from the Dealer Auction joint venture.
•
Autorama: the results of Autorama in respect of a marketplace for leasing new vehicles and other
related products and services.
Management has determined that there are two operating segments in line with the nature in which
the Group is managed. The reports reviewed by the Auto Trader Leadership Team (‘ALT’), which is
the chief operating decision-maker (‘CODM’) for both segments, split out operating performance
by segment. The ALT is made up of the Executive Directors and Key Management and is responsible
for the strategic decision-making of the Group. Revenue and cost streams presented for each
operating segment are largely independent in the reporting period with certain costs recharged
between segments.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
139
Auto Trader Group plc
Annual Report and Financial Statements 2025
4. SEGMENTAL INFORMATION
CONTINUED
The ALT primarily uses the measures of revenue and operating profit to assess the performance
of each operating segment. Segment revenue comprises revenue from external customers and is
reported to the ALT in a manner consistent with that in the income statement. Inter-segment revenue
and costs are not reported to the ALT. In the year to 31 March 2025, inter-segment revenue earned by
Auto Trader from Autorama for vehicles leased via a journey initiated on the Auto Trader platform
was not material (2024: £nil).
Analysis of the Group’s revenue and results for both reportable segments, with a reconciliation to
Group profit before tax, is shown below:
Group |
||||
Auto Trader |
Autorama |
central |
||
segment |
segment |
costs |
Group |
|
Year to 31 March 2025 |
£m |
£m |
£m |
£m |
Total segment revenue |
564.8 |
36.3 |
– |
601.1 |
People costs |
(92.8) |
(7.4) |
– |
(100.2) |
Marketing |
(24.6) |
(2.7) |
– |
(27.3) |
Costs of goods sold |
– |
(26.2) |
– |
(26.2) |
Digital Services Tax |
(10.2) |
– |
– |
(10.2) |
Other costs |
(40.5) |
(2.8) |
– |
(43.3) |
Depreciation & amortisation |
(6.3) |
(1.5) |
(12.9) |
(20.7) |
Total segment costs |
(174.4) |
(40.6) |
(12.9) |
(227.9) |
Share of profit from joint ventures |
3.6 |
– |
– |
3.6 |
Total segment operating profit/(loss) |
394.0 |
(4.3) |
(12.9) |
376.8 |
Finance costs – net |
(1.1) |
|||
Profit before tax |
375.7 |
Group central costs are not allocated to the operating profit/(loss) reported to the CODM for either
operating segment.
For the year ending 31 March 2025, an amortisation expense of £12.9m (2024: £10.0m) was recognised
in relation to the fair value of the brand, technology and other assets acquired in the Group’s business
combination of Autorama. In the prior period, a further £11.1m charge was recognised in people costs,
comprising a £10.4m share-based payment charge relating to the shares issued as part of the
deferred consideration for Autorama and a further £0.7m settled in cash.
Group |
||||
Auto Trader |
Autorama |
central |
||
segment |
segment |
costs |
Group |
|
Year to 31 March 2024 |
£m |
£m |
£m |
£m |
Total segment revenue |
529.7 |
41.2 |
– |
570.9 |
People costs |
(81.5) |
(10.9) |
(11.1) |
(103.5) |
Marketing |
(22.3) |
(4.0) |
– |
(26.3) |
Costs of goods sold |
– |
(28.2) |
– |
(28.2) |
Other costs |
(44.2) |
(4.5) |
– |
(48.7) |
Depreciation & amortisation |
(5.9) |
(2.4) |
(10.0) |
(18.3) |
Total segment costs |
(153.9) |
(50.0) |
(21.1) |
(225.0) |
Share of profit from joint ventures |
2.8 |
– |
– |
2.8 |
Total segment operating profit/(loss) |
378.6 |
(8.8) |
(21.1) |
348.7 |
Finance costs – net |
(3.5) |
|||
Profit before tax |
345.2 |
The Group’s operations and main revenue streams are those described in these annual financial
statements. The Group’s revenue is derived from contracts with customers.
All revenues were earned from activities and customers in the United Kingdom.
In the following table, the Group’s revenue is detailed by customer type. This level of detail is consistent
with that used by management to assist in the analysis of the Group’s revenue-generating trends.
2025 |
2024 |
|
Revenue |
£m |
£m |
Retailer |
480.0 |
450.0 |
Home Trader |
16.1 |
13.4 |
Other |
13.0 |
12.3 |
Trade |
509.1 |
475.7 |
Consumer Services |
42.4 |
39.6 |
Manufacturer & Agency |
13.3 |
14.4 |
Autorama |
36.3 |
41.2 |
Total revenue |
601.1 |
570.9 |
Revenue is largely recognised over time, other than Autorama revenue which is recognised at a point
in time when related sales commission or fees are earned. The Group has no major customers to
disclose in either the current or prior year.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the consolidated financial statements
continued
5. REVENUE
CONTINUED
140
Auto Trader Group plc
Annual Report and Financial Statements 2025
Contract balances
The following table provides information about receivables and contract assets and liabilities from
contracts with customers.
2025 |
2024 |
|
£m |
£m |
|
Receivables, which are included in trade and other receivables |
33.4 |
36.0 |
Accrued income |
46.0 |
44.5 |
Deferred income |
(12.5) |
(15.1) |
Accrued income relates to the Group’s unconditional rights to consideration for services provided but
not invoiced at the reporting date. Accrued income is transferred to trade receivables when invoiced.
Deferred income relates to advanced consideration received for which revenue is recognised as
or when services are provided. £5.3m (2024: £7.3m) of the deferred income balance is classified as a
current liability within trade and other payables (note 20). Included within deferred income is £7.8m
(2024: £8.3m) relating to consideration received from Dealer Auction Limited (joint venture) for the
provision of data services to Dealer Auction (note 15). Revenue relating to this service is recognised
on a straight-line basis over a period of 20 years to 31 December 2038; given this time period the liability
has been split between current and non-current liabilities. Revenue of £0.6m was recognised in the year
Operating profit is after (charging)/crediting the following:
2025 |
2024 |
||
Note |
£m |
£m |
|
Staff costs |
7 |
(100.0) |
(92.2) |
Contractor costs |
(0.2) |
(0.2) |
|
Depreciation of property, plant and equipment |
13 |
(5.2) |
(4.8) |
Amortisation of intangible assets |
12 |
(15.5) |
(13.5) |
(Loss)/profit on sale of property, plant and equipment |
– |
(0.3) |
During the year, the Group obtained the following services from the operating company’s auditor:
2025 |
2024 |
|
£m |
£m |
|
Fees payable for the audit of the Company and Consolidated |
||
financial statements |
0.3 |
0.2 |
Fees payable for other services |
||
The audit of the subsidiary undertakings pursuant to legislation |
0.3 |
0.3 |
Total |
0.6 |
0.5 |
Fees payable for audit-related assurance services in the year were £55,000 (2024: £52,000) for the
half-year review of the condensed financial statements. Fees payable for other non-audit services
in the year were £16,000 (2024: £15,000) for limited assurance over certain information included within
The average monthly number of employees (including Executive Directors and contractors) employed
by the Group was as follows:
2025 |
2024 |
|
£m |
£m |
|
Customer operations |
675 |
646 |
Product and technology |
402 |
394 |
Corporate |
190 |
193 |
Total |
1,267 |
1,233 |
The aggregate payroll costs of these persons were as follows:
2025 |
2024 |
||
Note |
£m |
£m |
|
Wages and salaries |
76.3 |
72.6 |
|
Social security costs |
7.5 |
7.5 |
|
Defined contribution pension costs |
24 |
4.7 |
4.1 |
88.5 |
84.2 |
||
Share-based payments and associated NI |
29 |
11.7 |
8.2 |
Total |
100.2 |
92.4 |
Wages and salaries include £29.6m (2024: £28.1m) relating to the product and technology teams;
these teams spend a significant proportion of their time on innovation of our product proposition and
incremental enhancements to the Group’s platforms.
In addition to the share-based payments disclosed above, a share-based payment charge of
£10.4m was recognised in the prior period relating to deferred consideration for the acquisition
Directors’ remuneration
2025 |
2024 |
|
£000 |
£000 |
|
Directors’ remuneration |
2.7 |
2.8 |
Amounts receivable under long-term incentive schemes |
4.0 |
– |
Company contributions to money purchase pension schemes |
0.1 |
0.1 |
6.8 |
2.9 |
|
Gain on exercise of share options |
3.1 |
Nil |
Three (2024: Three) Directors received Company contributions to money purchase pension schemes.
Three (2024: Nil) Directors exercised share options.
Three: (2024: Three) Directors received share awards for qualifying services.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
141
Auto Trader Group plc
Annual Report and Financial Statements 2025
8. DIRECTORS AND KEY MANAGEMENT REMUNERATION
CONTINUED
The aggregate of remuneration and amounts receivable under long-term incentive schemes of
the highest paid Director was £3,010,000 (2024: £1,054,000), and Company pension contributions of
£47,000 (2024: £43,000) were made to a money purchase scheme on their behalf. During the year, the
highest paid Director exercised share options and received shares under a long-term incentive scheme.
This information was not included in the 2024 financial statements.
Key Management compensation
During the year to 31 March 2025, Key Management comprised the members of the ALT (who are
defined in note 4) and the Non-Executive Directors (2024: OLT and the Non-Executive Directors).
The remuneration of all Key Management was as follows:
2025 |
2024 |
|
£m |
£m |
|
Short-term employee benefits |
5.3 |
4.6 |
Share-based payments |
5.0 |
2.1 |
Pension contributions |
0.3 |
0.2 |
Total excluding NI |
10.6 |
6.9 |
Employer NI |
1.0 |
0.8 |
Total |
11.6 |
7.7 |
2025 |
2024 |
|
£m |
£m |
|
On bank loans and overdrafts |
1.1 |
3.0 |
Amortisation of debt issue costs |
0.5 |
0.6 |
Interest unwind on lease liabilities |
0.1 |
0.1 |
Interest on vehicle stocking loan |
0.3 |
0.3 |
Interest receivable on cash and cash equivalents |
(0.9) |
(0.5) |
Total |
1.1 |
3.5 |
2025 |
2024 |
|
£m |
£m |
|
Current taxation |
||
UK corporation taxation |
96.5 |
91.7 |
Adjustments in respect of prior years |
0.4 |
– |
Total current taxation |
96.9 |
91.7 |
Deferred taxation |
||
Origination and reversal of temporary differences |
(3.4) |
(3.0) |
Adjustments in respect of prior years |
(0.4) |
(0.4) |
Total deferred taxation |
(3.8) |
(3.4) |
Total taxation charge |
93.1 |
88.3 |
The taxation charge for the year is lower than (2024: higher than) the effective rate of corporation tax
in the UK of 25% (2024: 25%). The differences are explained below:
2025 |
2024 |
|
£m |
£m |
|
Profit before taxation |
375.7 |
345.2 |
Tax on profit at the standard UK corporation tax rate of 25% (2024: 25%) |
93.9 |
86.3 |
Expenses not deductible for taxation purposes |
0.4 |
3.5 |
Share of joint venture taxation |
(0.9) |
(0.7) |
Adjustments in respect of losses not previously recognised |
– |
(0.4) |
Adjustments in respect of OCI group relief |
(0.3) |
– |
Adjustments in respect of prior years |
– |
(0.4) |
Total taxation charge |
93.1 |
88.3 |
Expenses non-deductible for taxation purposes in the prior period principally included the
share-based payment expense incurred in that year relating to the deferred consideration arising
on acquisition of Autorama.
Taxation on items taken directly to equity was a credit of £0.8m (2024: debit of £0.3m) relating to tax
on share-based payments.
Taxation recorded in equity within the Consolidated statement of comprehensive income was a
release of £0.5m (2024: release of £0.1m) relating to post-employment benefit obligations.
The taxation charge for the year is based on the standard rate of UK corporation tax for the period
of 25% (2024: 25%). Deferred income taxes have been measured at the tax rate expected to be
applicable at the date the deferred income tax assets and liabilities are realised.
The UK Digital Services Tax (‘UK DST’) is calculated using a gross measure of revenue and
therefore does not meet the definition of an income tax under IAS 12 – Income Taxes. Amounts
payable are therefore accounted for as a pre-tax operating expense which, on the basis it is
incurred wholly and exclusively for the purposes of the Company’s trade, will be included as a
deductible expense in the calculation of corporation tax payable.
The Group has exceeded the threshold for in-scope revenue for UK DST in financial year 2025. This has
resulted in an operating expense of £10.2m in the period, which we expect to be recurring and growing
in line with revenue. We had previously commented that the UK Government continues to work
towards implementing a global two-pillar tax solution addressing the tax challenges arising from the
digitalisation of the economy. The recently announced US trade deal has not impacted UK DST. We will
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
142
Auto Trader Group plc
Annual Report and Financial Statements 2025
Basic earnings per share is calculated using the weighted average number of ordinary shares in issue
during the year, excluding those held in treasury and by the Employee Share Option Trust (‘ESOT’),
based on the profit for the year attributable to shareholders.
Weighted average |
Total |
||
number of |
earnings |
Pence |
|
ordinary shares |
£m |
per share |
|
Year ended 31 March 2025 |
|||
Basic EPS |
892,418,234 |
282.6 |
31.66 |
Diluted EPS |
895,392,458 |
282.6 |
31.56 |
Year ended 31 March 2024 |
|||
Basic EPS |
912,582,172 |
256.9 |
28.15 |
Diluted EPS |
915,302,568 |
256.9 |
28.07 |
The number of shares in issue at the start of the year is reconciled to the basic and diluted weighted
average number of shares below:
2025 |
2024 |
|
Issued ordinary shares at 1 April |
907,213,454 |
923,074,657 |
Weighted effect of ordinary shares purchased for cancellation |
(9,986,345) |
(11,835,430) |
Weighted effect of ordinary shares held in treasury |
(4,507,565) |
(4,417,849) |
Weighted effect of shares held in the ESOT |
(301,310) |
(330,294) |
Weighted effect of ordinary shares issued for share-based payments |
– |
6,091,088 |
Weighted average number of shares for basic EPS |
892,418,234 |
912,582,172 |
Dilutive impact of share options outstanding |
2,974,224 |
2,720,396 |
Weighted average number of shares for diluted EPS |
895,392,458 |
915,302,568 |
For diluted earnings per share, the weighted average number of shares for basic EPS is adjusted
to assume conversion of all potentially dilutive ordinary shares. The Group has potentially dilutive
ordinary shares arising from share options granted to employees. Options are dilutive where the
exercise price together with the future IFRS 2 charge is less than the average market price of the
ordinary shares during the year. Options under the Performance Share Plan, the Single Incentive
Plan Award for the Auto Trader Leadership Team and certain key employees, the Single Incentive
Plan Award for all employees, the Deferred Annual Bonus Plan and the Share Incentive Plan are
contingently issuable shares and are therefore only included within the calculation of diluted EPS
if the performance conditions are satisfied.
The average market value of the Group’s shares for the purposes of calculating the dilutive effect
of share-based incentives was based on quoted market prices for the period during which the
Software |
||||||
and website |
||||||
development |
Financial |
|||||
Goodwill |
costs |
systems |
Brand |
Other |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Cost |
||||||
At 31 March 2023 |
544.6 |
27.3 |
13.1 |
48.2 |
29.7 |
662.9 |
Additions |
– |
0.2 |
– |
– |
– |
0.2 |
Disposals |
– |
(3.0) |
– |
– |
– |
(3.0) |
At 31 March 2024 |
544.6 |
24.5 |
13.1 |
48.2 |
29.7 |
660.1 |
Disposals |
– |
(2.6) |
– |
– |
– |
(2.6) |
At 31 March 2025 |
544.6 |
21.9 |
13.1 |
48.2 |
29.7 |
657.5 |
Accumulated amortisation and impairments |
||||||
At 31 March 2023 |
117.0 |
9.9 |
13.1 |
4.3 |
17.6 |
161.9 |
Amortisation charge |
– |
3.0 |
– |
7.9 |
2.6 |
13.5 |
Disposals |
– |
(3.0) |
– |
– |
– |
(3.0) |
At 31 March 2024 |
117.0 |
9.9 |
13.1 |
12.2 |
20.2 |
172.4 |
Amortisation charge |
– |
2.7 |
– |
11.2 |
1.6 |
15.5 |
Disposals |
– |
(2.6) |
– |
– |
– |
(2.6) |
At 31 March 2025 |
117.0 |
10.0 |
13.1 |
23.4 |
21.8 |
185.3 |
Net book value at 31 March 2025 |
427.6 |
11.9 |
– |
24.8 |
7.9 |
472.2 |
Net book value at 31 March 2024 |
427.6 |
14.6 |
– |
36.0 |
9.5 |
487.7 |
Net book value at 31 March 2023 |
427.6 |
17.4 |
– |
43.9 |
12.1 |
501.0 |
Other intangibles include customer relationships, technology, trade names, trademarks and
non-compete agreements. Intangible assets which have a finite useful life are carried at cost less
accumulated amortisation. Amortisation of these intangible assets is calculated using the straight-
line method to allocate the cost of the assets over their estimated useful lives. The longest estimated
useful life remaining at 31 March 2025 is 10 years (31 March 2024: 11 years).
For the year to 31 March 2025, the amortisation charge of £15.5m (2024: £13.5m) has been charged
to operating costs in the Consolidated income statement. The increased amortisation charge is the
result of the useful economic life of the Vanarama brand being reduced to five years from acquisition,
following accelerated integration between Auto Trader and Autorama. This change took effect in
October 2023.
At 31 March 2025, there were no software and website development costs representing assets under
Notes to the consolidated financial statements
continued
143
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
12. INTANGIBLE ASSETS
CONTINUED
In accordance with UK-adopted international accounting standards, goodwill is not amortised, but
instead is tested annually for impairment, or more frequently if there are indicators of impairment.
Goodwill is carried at cost less accumulated impairment losses.
Goodwill is allocated to the appropriate cash-generating unit (‘CGU’) based on the smallest
identifiable group of assets that generates cash inflows independently in relation to the specific
goodwill. There are two CGUs that exist in the Group, being the Digital CGU and the Autorama CGU.
The carrying value of the CGUs is principally the sum of goodwill, property, plant and equipment
(including lease assets), intangibles and lease liabilities, and related deferred tax, as follows:
2025 |
2024 |
|
£m |
£m |
|
Digital |
353.1 |
352.3 |
Autorama |
132.6 |
144.0 |
Digital
The recoverable amount of the Digital CGU, which includes goodwill of £335.1m, is determined
from value-in-use calculations that use discounted cash flow projections from the latest business
plan. The carrying value is forecast to be recovered based on less than two years of forecasted cash
flows from this mature operating business.
Income and costs within the budget are derived on a detailed ‘bottom up’ basis – all income streams
and cost lines are considered and appropriate growth, or decline, rates are assumed. Income and cost
growth forecasts are risk adjusted to reflect specific risks facing the CGU and take into account the
market in which it operates. Assumptions, which are not sensitive to change, include revenue growth
rates, associated levels of marketing support and directly associated overheads. All assumptions are
based on past performance and management’s expectation of market development. Cash flows
beyond the forecast period of five years (2024: five years) are extrapolated using the estimated
growth rate stated into perpetuity; a rate of 2.5% (2024: 2.5%) has been used. This is lower than the
current rate of inflation in the UK but takes account of longer-term considerations.
The pre-tax discount rate used within the recoverable amount calculation is based upon the weighted
average cost of capital. The discount rate takes into account the risk-free rate of return, the market
risk premium and beta factor reflecting the average beta for the Group and comparator companies
which are used in deriving the cost of equity. Other than as included in the financial budget, it is
assumed that there are no material adverse changes in legislation that would affect the forecast
cash flows.
The key assumptions used for the value-in-use calculation are as follows:
2025 |
2024 |
|
Terminal value growth rate |
2.5% |
2.5% |
Discount rate (pre-tax) |
12.6% |
12.5% |
The recoverable amount of goodwill shows significant headroom compared with its carrying value.
The level of headroom may change if different growth rate assumptions or a different pre-tax
discount rate were used in the cash flow projections. There are no changes to the key assumptions
of growth rate or discount rate that are considered by the Directors to be reasonably possible,
which give rise to an impairment of goodwill relating to the Digital CGU.
Having completed the 2025 impairment review, no impairment has been recognised in relation to the
Digital CGU (2024: no impairment).
Autorama
The recoverable amount of the Autorama CGU is based on a value-in-use methodology following
the integration of the business since its acquisition by the Group.
Goodwill amounting to £92.5m in the Autorama CGU arose on the acquisition of Autorama UK Limited
in June 2022. The acquisition was undertaken to enable Auto Trader to establish, as part of its new
car strategy, a leading marketplace for leasing new cars which, over time, is set to benefit from: the
growth of electric cars, new manufacturers entering the UK market and a shift towards new digital
distribution models. Leasing provides consumers a cost-effective way to access a new vehicle with
a model that is consistent with any future move towards usership rather than ownership.
Value-in-use reflects the present value of the future cash flows the Group expects to be derived
from the cash-generating unit. The key assumptions used in the estimation of the CGU’s recoverable
amount are as follows:
2025 |
2024 |
|
Forecast period |
5 years |
6 years |
Compound annual growth rate for revenue (from lease commissions and |
||
ancillary sales) |
41% |
32% |
Terminal value growth rate |
2.5% |
2.5% |
Discount rate (pre-tax) |
12.6% |
12.8% |
The five-year forecast period to 2030 is consistent with the period of regulatory and commercial
change expected in the new vehicle market described above. The increased compound annual
growth rate for revenue since the prior year reflects the phasing of growth over the forecast period
to 2030 as new car supply recovers. Actual revenue in the year ended 31 March 2025 was marginally
below the prior year impairment assessment, albeit with lower than forecast car units.
Assessment of the CGU’s value-in-use reflects long-term assumptions around changing distribution
models for new car sales, including new electric vehicles, and an increased proportion of vehicles
being leased. Management have used historic market data published by The Society of Motor
Manufacturers & Traders (‘SMMT’) and British Vehicle Rental & Leasing Association (‘BVRLA’) to inform
their estimate of the number of new vehicles to be sold each year, the proportion of new vehicles
which are expected to be leased and the number of leases forecast to be transacted through brokers.
The forecasts in any year do not assume a larger new car or van registration market than in 2019,
before the disruption to supply that commenced during the COVID-19 pandemic.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
144
Auto Trader Group plc
Annual Report and Financial Statements 2025
12. INTANGIBLE ASSETS
CONTINUED
The key assumption of the forecast sales growth is increasing the number of new vehicles
transacted by the Group onto lease plans, with revenues, including ancillary sales, consequent on
each vehicle lease transaction completed. This sales growth, particularly for cars, is dependent
upon the assumption of a significant increase in the Group’s market share. This is principally
expected to be achieved by further developing the capability for new vehicle lease transactions to
originate on the well-established Auto Trader marketplace, under the Auto Trader brand, as well as
Vanarama. The reach of the Auto Trader audience is expected to support both demand and access
to new vehicle supply. Growth in the forecast periods is a lower compound annual growth rate for
new van leases which has a more established market share.
In the year to 31 March 2025, Autorama has delivered 6,268 vehicles (2024: 7,847 vehicles) of which an
increasing proportion year-on-year originated on Auto Trader. The leasing market has continued to be
constrained by tight new car supply in the current and prior year, but supply is expected to improve,
particularly as new car manufacturers enter the UK market, and by 31 March 2025, the business had
started to observe some improved offers to customers. Future customer demand is expected to be
supported by reducing UK interest base rates, which are a component of lease rates offered.
In response to constrained supply in the current year, the Group continued the integration of Autorama
into Auto Trader and focused on realising post-acquisition cost synergies in advance of market growth.
Consequently, Autorama’s loss for the year ended 31 March 2025 of £4.3m is lower than the prior year
forecast for this period and is expected to be close to break-even in the year ending 31 March 2026.
The risk of sales growth assumptions for new vehicles transacted in this period not being achieved is
reflected in the base forecast cash flows rather than the pre-tax discount rate applied. The pre-tax
discount rate disclosed has been derived using a weighted average cost of capital and using the
Capital Asset Pricing Model, reflecting UK-based assumptions for the risk-free rate.
The sensitivity of the impairment calculation at 31 March 2025 is reduced due to the accounting
requirement to have expensed in prior years the £49.9m share-based payment charge relating
to deferred consideration. All of this charge has been expensed at 31 March 2025, together with
a cumulative £31.0m of acquired intangible amortisation.
The recoverable amount at 31 March 2025 is dependent on achieving the planned sales growth
through increasing the number of leased vehicles by the end of the forecast period in 2030.
A 25% reduction in the number of all new vehicles delivered in 2030, reflecting a lower market share,
would result in an impairment charge of £18m. The cash flows in 2030 have been sensitised because,
as the cash flow period on which the terminal value is calculated, 2030 is the period in which revenue
has the greatest impact on the estimation of the recoverable amount. If the sensitised growth in
these cash flows was also deferred by one year to end in 2031, to reflect the risk of a delay in the
recovery of new car and van supply, the impairment charge would increase to £29m.
No reasonably possible changes in the discount rate or long-term growth rate would result in an
Land, buildings |
|||||
and leasehold |
Office |
Motor |
Work in |
||
improvements |
equipment |
vehicles |
progress |
Total |
|
£m |
£m |
£m |
£m |
£m |
|
Cost |
|||||
At 31 March 2023 |
21.7 |
13.2 |
2.0 |
– |
36.9 |
Additions |
2.8 |
1.4 |
0.2 |
– |
4.4 |
Disposals |
(1.5) |
(4.1) |
(0.6) |
– |
(6.2) |
At 31 March 2024 |
23.0 |
10.5 |
1.6 |
– |
35.1 |
Additions |
0.2 |
1.2 |
0.3 |
2.6 |
4.3 |
Disposals |
(0.2) |
(2.9) |
(1.0) |
– |
(4.1) |
At 31 March 2025 |
23.0 |
8.8 |
0.9 |
2.6 |
35.3 |
Accumulated depreciation |
|||||
At 31 March 2023 |
10.4 |
9.4 |
1.2 |
– |
21.0 |
Charge for the year |
2.9 |
1.5 |
0.4 |
– |
4.8 |
Disposals |
(1.1) |
(4.1) |
(0.4) |
– |
(5.6) |
At 31 March 2024 |
12.2 |
6.8 |
1.2 |
– |
20.2 |
Charge for the year |
3.4 |
1.5 |
0.3 |
– |
5.2 |
Disposals |
(0.2) |
(2.5) |
(0.8) |
– |
(3.5) |
At 31 March 2025 |
15.4 |
5.8 |
0.7 |
– |
21.9 |
Net book value at 31 March 2025 |
7.6 |
3.0 |
0.2 |
2.6 |
13.4 |
Net book value at 31 March 2024 |
10.8 |
3.7 |
0.4 |
– |
14.9 |
Net book value at 31 March 2023 |
11.3 |
3.8 |
0.8 |
– |
15.9 |
Included within property, plant and equipment are £2.8m (2024: £5.0m) of assets recognised as
leases under IFRS 16. Further details of these leases are disclosed in note 14. The depreciation
expense of £5.2m for the year to 31 March 2025 (2024: £4.8m) has been recorded in operating costs
in the Consolidated income statement. During the year, £2.9m (2024: £5.3m) worth of property,
plant and equipment with £nil net book value was disposed of.
During the period, the Group announced the planned relocation of its head office. The fit-out of
the new premises has commenced and the Group has incurred costs of £2.6m in 2025, disclosed
under work in progress. Depreciation of work in progress assets will commence when they are
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
145
Auto Trader Group plc
Annual Report and Financial Statements 2025
The Group’s lease assets are held within property, plant and equipment. Information about leases
for which the Group is a lessee is presented below:
2025 |
2024 |
|
£m |
£m |
|
Net book value of property, plant and equipment owned |
10.6 |
9.9 |
Net book value of right of use assets |
2.8 |
5.0 |
13.4 |
14.9 |
Land, buildings |
||||
and leasehold |
Office |
Motor |
||
improvements |
equipment |
vehicles |
Total |
|
Net book value of right of use assets |
£m |
£m |
£m |
£m |
Balance at 31 March 2023 |
5.8 |
0.2 |
0.5 |
6.5 |
Additions |
0.5 |
0.1 |
0.2 |
0.8 |
Disposals |
(0.1) |
– |
– |
(0.1) |
Depreciation charge |
(1.8) |
(0.1) |
(0.3) |
(2.2) |
Balance at 31 March 2024 |
4.4 |
0.2 |
0.4 |
5.0 |
Additions |
– |
0.1 |
0.2 |
0.3 |
Disposals |
– |
– |
(0.2) |
(0.2) |
Depreciation charge |
(2.0) |
(0.1) |
(0.2) |
(2.3) |
At 31 March 2025 |
2.4 |
0.2 |
0.2 |
2.8 |
2025 |
2024 |
|
Lease liabilities in the balance sheet at 31 March |
£m |
£m |
Current |
2.1 |
2.4 |
Non-current |
0.4 |
2.4 |
Total |
2.5 |
4.8 |
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented
within note 30. The term recognised for certain leases has assumed lease break options are exercised.
Certain lease rentals are subject to periodic market rental reviews.
During the prior year, the Group reassessed its dilapidations provision for its leased properties which
resulted in a £0.4m increase in the provision and corresponding increase in the right of use asset.
2025 |
2024 |
|
Amounts charged in the income statement |
£m |
£m |
Depreciation charge of right of use assets |
2.3 |
2.2 |
Interest on lease liabilities |
0.1 |
0.1 |
Total amounts charged in the income statement |
2.4 |
2.3 |
2025 |
2024 |
|
Cash outflow |
£m |
£m |
Total cash outflow for leases |
2.5 |
2.7 |
Joint ventures are contractual arrangements over which the Group exercises joint control with
partners and where the parties have rights to the net assets of the arrangement, irrespective of
the Group’s shareholding in the entity.
The Group owns 49% of the ordinary share capital of Dealer Auction Limited (previously Dealer Auction
(Holdings) Limited). The basis of the Group’s joint control is through a shareholder agreement and an
assessment of the substantive rights of each shareholder, including operational barriers or incentives
that would prevent or deter rights being exercised.
Net investments in joint ventures at the reporting date include the Group’s equity investment in joint
ventures and the Group’s share of the joint ventures’ post acquisition net assets. The table below
reconciles the movement in the Group’s net investment in joint ventures in the year:
Equity |
Share of post |
Net investments |
|
investments in |
acquisition net |
in joint |
|
joint ventures |
assets |
ventures |
|
£m |
£m |
£m |
|
Carrying value |
|||
As at 31 March 2023 |
37.4 |
11.9 |
49.3 |
Share of result for the year taken to the income statement |
– |
2.8 |
2.8 |
Dividends received in the year |
(3.9) |
– |
(3.9) |
As at 31 March 2024 |
33.5 |
14.7 |
48.2 |
Share of result for the year taken to the income statement |
– |
3.6 |
3.6 |
Dividends received in the year |
(4.4) |
– |
(4.4) |
As at 31 March 2025 |
29.1 |
18.3 |
47.4 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
146
Auto Trader Group plc
Annual Report and Financial Statements 2025
15. NET INVESTMENTS IN JOINT VENTURES
CONTINUED
Set out below is the summarised financial information for the joint venture, adjusted for differences
in accounting policies between the Group and the joint venture. The table also reconciles the
summarised financial information to the carrying amount of the Group’s interest in the joint venture.
2025 | 2024 | |
£m | £m | |
Non-current assets | 93.3 | 94.5 |
Current assets | ||
Cash and cash equivalents | 6.5 | 6.8 |
Other current assets | 2.1 | 2.1 |
Total assets | 101.9 | 103.4 |
Liabilities | ||
Current liabilities | 4.6 | 4.4 |
Total liabilities | 4.6 | 4.4 |
Net assets | 97.3 | 99.0 |
Group’s share of net assets | 47.7 | 48.2 |
2025 | 2024 | |
£m | £m | |
Revenues | 16.3 | 13.2 |
Profit for the year | 7.3 | 5.7 |
Total comprehensive income | 7.3 | 5.7 |
Group’s share of comprehensive income | 3.6 | 2.8 |
Dividends received by the Group | 4.4 | 3.9 |
Non-current assets principally comprise goodwill and other intangible assets. The carrying value
is assessed annually using a methodology consistent with the Auto Trader cash-generating unit
disclosed in note 12.
A list of the investments in joint ventures, including the name, country of incorporation and proportion
Shares in other undertakings
2025 | 2024 | |
£m | £m | |
Investment in iAUTOS Company Limited | – | – |
Investment in protected insurance cell (Atlas Insurance PCC Limited) | 1.3 | 1.3 |
Total comprehensive income | 1.3 | 1.3 |
The Group designated the investment in iAUTOS Company Limited as an equity security at FVOCI
as the Group intends to hold the shares for long-term purposes. iAUTOS Company Limited is an
intermediate holding company through which trading companies incorporated in the People’s
Republic of China are held. The fair value of the investment has been valued at £nil since 2014 as
the Chinese trading companies are marginally loss-making with forecast future cash outflows.
The protected insurance cell’s activity was the writing of insurance business relating to Guaranteed
Asset Protection insurance and business equipment in transit. The writing of new insurance business
ceased during the prior year, therefore the cell will wind up once all existing policies terminate.
The interest in the protected insurance cell is not consolidated in these financial statements as a silo,
as the cell company has retained residual obligations in respect of the cell’s liabilities. Autorama UK
Limited is listed as a guarantor to an agreement between the cell company and Autorama Holding
(Malta) Limited. No liability has been recognised for this guarantee by the Group under IFRS 17 –
Insurance Contracts on the basis that its fair value is not material, reflecting the size and activity
2025 | 2024 | |
£m | £m | |
Trade receivables (invoiced) | 30.3 | 32.7 |
Net accrued income | 44.4 | 42.8 |
Trade receivables (total) | 74.7 | 75.5 |
Prepayments | 10.0 | 6.8 |
Other receivables | – | 1.0 |
Total | 84.7 | 83.3 |
Trade receivables are amounts due from customers for services performed in the ordinary course of
business. They are generally due for settlement within 30 days and therefore are classified as current.
Trade receivables are recognised initially at the amount of consideration that is unconditional and has
been invoiced at the reporting date. The Group holds the trade receivables with the objective to collect
the contractual cash flows and therefore measures them subsequently at amortised cost using the
effective interest method. Included within trade receivables (invoiced) is a provision for the impairment
of financial assets of £3.1m (2024: £3.3m).
Accrued income relates to the Group’s rights to consideration for services provided but not invoiced
at the reporting date. Accrued income is transferred to receivables when invoiced. Included within
net accrued income is provision for the impairment of financial assets of £1.6m (2024: £1.7m).
Exposure to credit risk and expected credit losses relating to trade and other receivables are
In Autorama, the Group temporarily takes a small proportion of new vehicle deliveries on balance
sheet as principal, which are held within inventory.
2025 | 2024 | |
£m | £m | |
Finished goods | 2.0 | 2.6 |
Inventories | 2.0 | 2.6 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
147
Auto Trader Group plc
Annual Report and Financial Statements 2025
Cash at bank and in hand is denominated in sterling:
2025 |
2024 |
|
£m |
£m |
|
Cash at bank and in hand |
15.3 |
18.7 |
Cash and cash equivalents |
15.3 |
18.7 |
Cash balances with an original maturity of less than three months were held in current accounts
2025 |
2024 |
|
£m |
£m |
|
Trade payables |
2.6 |
3.9 |
Accruals |
13.9 |
17.7 |
Other taxes and social security |
22.6 |
25.2 |
Deferred income |
5.3 |
7.3 |
Digital Services Tax |
10.2 |
– |
Vehicle stocking loan |
1.0 |
2.1 |
Other payables |
2.2 |
3.7 |
Accrued interest payable |
0.1 |
0.2 |
Total |
57.9 |
60.1 |
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying
amounts of trade and other payables are considered to be the same as their fair values, due to
2025 |
2024 |
|
Non-current |
£m |
£m |
Syndicated RCF gross of unamortised debt issue costs |
– |
30.0 |
Unamortised debt issue costs on Syndicated RCF |
– |
(2.3) |
Total borrowings |
– |
27.7 |
Unamortised debt issue costs on the Syndicated RCF, which are now within Prepayments (note 17)
in 2025, decreased to £2.1m in the year (2024: £2.3m).
Borrowings are repayable as follows:
2025 |
2024 |
|
£m |
£m |
|
Less than one year |
– |
– |
Two to five years |
– |
30.0 |
Total |
– |
30.0 |
The carrying amounts of borrowings approximates to their fair values.
Syndicated Revolving Credit Facility (‘Syndicated RCF’)
The Group has access to an unsecured Syndicated Revolving Credit Facility (the ‘Syndicated RCF’).
Associated debt transaction costs total £6.5m, with £3.3m being incurred at initiation and £3.2m of
additional costs associated with extension requests.
With effect from 1 February 2023, the Group entered into an Amendment and Restatement Agreement
to extend the term of the facility for five years from the date of signing and to further reduce the
capacity of the facility to £200.0m. During 2024 the Group extended the Syndicated RCF by one year
to February 2029, and on 1 February 2025, exercised the second extension option, extending the term
of the facility by a further one year to February 2030. Until February 2029 the available facility is
£200m, reducing to £165m thereafter due to one lender not participating in the second extension
option. No further extensions are permitted under the current agreement.
There is no change to the interest rate payable and there is no requirement to settle all or part of the
debt before the termination date stated. The associated debt transaction costs of the extension
were £0.3m, which were paid in the period.
Individual tranches are drawn down, in sterling, for periods of up to six months at the compounded
reference rate (being the aggregate of SONIA for that interest period) plus a margin of between 1.2%
and 2.1% depending on the consolidated leverage ratio of the Group. As part of the Amendment and
Restatement Agreement of the Syndicated RCF in 2023, three sustainability performance targets
were incorporated into the agreement (to be tested annually with 2024 being the first period of
testing). The margin shall be increased or decreased between -0.05% and 0.05% based on the number
of sustainability performance targets achieved in the reporting period. A commitment fee of 35% of
the margin applicable to the Syndicated RCF is payable quarterly in arrears on unutilised amounts of
the total facility.
The Syndicated RCF has financial covenants linked to interest cover and the consolidated debt cover
of the Group:
• Net bank debt to EBITDA must not exceed 3.5:1.
•
EBITDA to net interest payable must not be less than 3.0:1.
EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, share-based
payments and associated NI, share of profit from joint ventures and exceptional items.
All financial covenants of the facility have been complied with through the period.
Exposure to interest rate changes
The exposure of the Group’s borrowings (excluding debt issue costs) to SONIA rate changes and the
contractual repricing dates at the balance sheet date are as follows:
2025 |
2024 |
|
£m |
£m |
|
One month or less |
– |
30.0 |
Total |
– |
30.0 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
148
Auto Trader Group plc
Annual Report and Financial Statements 2025
Dilapidations |
Holiday pay |
||
provision |
provision |
Total |
|
£m |
£m |
£m |
|
At 31 March 2024 |
1.6 |
0.8 |
2.4 |
Charged to the income statement |
– |
1.0 |
1.0 |
Utilised in the year |
– |
(0.8) |
(0.8) |
Recognised under IFRS 16 |
– |
– |
– |
Released in the year |
– |
– |
– |
At 31 March 2025 |
1.6 |
1.0 |
2.6 |
2025 |
2024 |
|
£m |
£m |
|
Current |
1.0 |
0.8 |
Non-current |
1.6 |
1.6 |
Total |
2.6 |
2.4 |
A net deferred tax asset of £1.1m has been recognised in the balance sheet at 31 March 2025 (2024:
deferred tax liability of £2.9m). The movement in deferred taxation assets and liabilities during the year,
without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
Accelerated |
Other |
|||
Share-based |
capital |
temporary |
||
payments |
allowances |
differences |
Total |
|
Deferred taxation assets |
£m |
£m |
£m |
£m |
At 31 March 2023 |
3.7 |
1.9 |
7.1 |
12.7 |
(Debited)/credited to the income statement |
1.1 |
(0.8) |
(0.3) |
– |
Debited directly to equity |
(0.5) |
– |
– |
(0.5) |
At 31 March 2024 |
4.3 |
1.1 |
6.8 |
12.2 |
(Debited)/credited to the income statement |
0.3 |
(0.3) |
(0.1) |
(0.1) |
Debited directly to equity |
0.2 |
– |
– |
0.2 |
At 31 March 2025 |
4.8 |
0.8 |
6.7 |
12.3 |
Acquired |
Other |
||
intangible |
temporary |
||
assets |
differences |
Total |
|
Deferred taxation liabilities |
£m |
£m |
£m |
At 31 March 2023 |
15.1 |
3.4 |
18.5 |
Credited to the income statement |
(3.4) |
– |
(3.4) |
At 31 March 2024 |
11.7 |
3.4 |
15.1 |
Credited to the income statement |
(2.8) |
(1.1) |
(3.9) |
At 31 March 2025 |
8.9 |
2.3 |
11.2 |
Net deferred tax liability at 31 March 2024 |
(2.9) |
||
Net deferred tax asset at 31 March 2025 |
1.1 |
The Group has estimated that an additional £1.7m net deferred tax asset will be recognised in the next
12 months (2024: £2.5m net deferred tax liability realised). This is management’s current best estimate
(i) Defined contribution scheme
The Group operates a number of defined contribution schemes. In the year to 31 March 2025, the
pension contributions to the Group’s defined contribution schemes amounted to £4.7m (2024: £4.1m).
At 31 March 2025, there were £0.8m (31 March 2024: £0.7m) of pension contributions outstanding
relating to the Group’s defined contribution schemes.
(ii) Defined benefit scheme
The Company sponsors a funded defined benefit pension scheme for qualifying UK employees, the
Wiltshire (Bristol) Limited Retirement Benefits Scheme (‘the Scheme’). The Scheme is administered by a
separate board of Trustees, which is legally separate from the Company. The Trustees are composed
of representatives of both the Company and members. The Trustees are required by law to act in the
interest of all relevant beneficiaries and are responsible for the investment policy for the assets and
the day-to-day administration of the benefits.
The Scheme has been closed to future members since 30 April 2006 and there are no remaining active
members within the Scheme. No other post-retirement benefits are provided to these employees.
Profile of the Scheme
As at 31 March 2025, approximately 40% of the defined benefit obligation (‘DBO’) is attributable
to former employees who have yet to reach retirement (2024: 40%) and 60% to current pensioners
(2024: 60%). The Scheme duration is an indicator of the weighted-average time until benefit payments
are made. For the Scheme as a whole, the duration is approximately 13 years (2024: 15 years).
Buy-in
In the year ended 31 March 2023, the Scheme purchased a bulk annuity policy (known as a buy-in) from
Just Retirement Limited (‘Just Retirement’) for £15.4m, which was funded by a £1.0m contribution by
the Company along with existing Scheme assets. This policy secured the full benefits of all Scheme
members, which as at the remeasurement date amounted to £13.7m. Given the financial strength of
Just Retirement, this buy-in substantively removes the risk of further contributions being required from
the Company to provide benefits to members, beyond those noted below.
Following the buy-in, the Scheme’s assets largely comprise the bulk annuity policy held with Just
Retirement, along with a small amount of additional assets currently held with LGIM. The Scheme
trustees are now working to progress towards a full buy-out, which will involve various data and
benefits exercises. It is anticipated that the Scheme buy-out will be completed in first half of financial
year 2026. Once the buy-out is complete, the Scheme has no further purpose and will be wound up.
Funding requirements
UK legislation requires that pension schemes are funded prudently. The last funding valuation of the
Scheme was carried out by a qualified actuary as at 30 April 2021 and showed a surplus of £1.5m. The
Company paid deficit contributions of £140k pa to 31 January 2022, plus an additional £1.2m in respect
of the shortfall versus the buy-in premium. The next funding valuation was due as at 30 April 2024,
although it is anticipated that the buy-out of the scheme will be completed prior to the statutory
deadline for completion of this valuation. The Company expects that a further contribution may
be required in the year ending 31 March 2026 in respect of the balancing premium, once the data
cleansing and benefit rectification is completed. The Company also pays expenses and PPF levies
incurred by the Scheme.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
149
Auto Trader Group plc
Annual Report and Financial Statements 2025
24. RETIREMENT BENEFIT OBLIGATIONS
CONTINUED
Risks associated with the Scheme
The Scheme exposes the Company to some risks, although the purchase of a buy-in policy
substantially mitigates these.
Asset volatility | The liabilities are calculated using a discount rate set with reference to corporate |
bond yields. If assets underperform this yield, this will create a deficit. The Scheme | |
previously held a significant proportion of gilt and bond assets which limits volatility | |
and risk in the short term. The allocation of assets is monitored to ensure it remains | |
appropriate given the Scheme’s long-term objectives. | |
Inflation risk | A proportion of the Scheme’s benefit obligations are linked to inflation, and higher |
inflation leads to higher liabilities (although, in most cases, caps on the level of | |
inflationary increases are in place to protect against extreme inflation). The | |
majority of the assets are either unaffected by or only loosely correlated with | |
inflation, meaning that an increase in inflation will also increase the deficit. | |
Change in | A decrease in corporate bond yields will increase the value placed on the Scheme’s |
bond yields | liabilities for accounting purposes, although this will be partially offset by an |
increase in the value of the Scheme’s bond holdings. | |
Life expectancy | The majority of the Scheme’s obligations are to provide benefits for the lifetime of |
the member, so increases in life expectancy will result in an increase in the liabilities. |
Assumptions used
The results of the latest funding valuation at 30 April 2021 have been adjusted to the new balance sheet
date, taking account of experience over the period since 30 April 2021, changes in market conditions,
and differences in the financial and demographic assumptions. The present value of the defined benefit
obligation, and the related current service cost, were measured using the projected unit credit method.
The principal assumptions used to calculate the liabilities under IAS 19 are as follows:
2025 | 2024 | |
% | % | |
Discount rate for scheme liabilities | 5.80 | 4.80 |
CPI inflation | 2.80 | 2.80 |
RPI inflation | 3.30 | 3.40 |
Pension increases | ||
Post 1988 GMP | 2.20 | 2.20 |
Pre 2004 non GMP | 5.00 | 5.00 |
Post 2004 | 3.05 | 3.15 |
The financial assumptions reflect the nature and term of the Scheme’s liabilities. The weighted
average duration of the Scheme liabilities at the year end is 14 years (2024: 15 years). This reduction is
due to the discount rate increase which is the principal reason for the decrease in the value of Scheme
liabilities compared with the prior year.
The Group has assumed that mortality will be in line with nationally published mortality table SAPS
S3 Heavy tables with CMI 2021 projections related to members’ years of birth with long-term rate
of improvement of 1.5% per annum.
These tables translate into an average life expectancy for a pensioner retiring at age 65 as follows:
2025 | 2024 | |||
Men | Women | Men | Women | |
Years | Years | Years | Years | |
Member aged 65 (current life expectancy) | 86.0 | 88.5 | 86.1 | 88.6 |
Member aged 45 (life expectancy at age 65) | 87.8 | 90.4 | 87.9 | 90.4 |
It is assumed that 50% of non-retired members of the Scheme will commute the maximum amount
of cash at retirement (2024: 50%).
Post-employment benefit obligations disclosures
The following amounts have been recognised in the Consolidated statement of comprehensive income:
2025 | 2024 | |
£m | £m | |
Return on Scheme assets below that recognised in net interest | 2.2 | 0.5 |
Actuarial gains due to changes in assumptions | (1.5) | (0.7) |
Actuarial losses due to liability experience | (0.1) | 0.3 |
Effect of the surplus cap | – | – |
Deferred tax on surplus | (0.1) | – |
Total amounts recognised within the Consolidated statement | ||
of comprehensive income | (0.5) | 0.1 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
150
Auto Trader Group plc
Annual Report and Financial Statements 2025
24. RETIREMENT BENEFIT OBLIGATIONS
CONTINUED
Amounts recognised in the balance sheet are as follows:
2025 | 2024 | |
£m | £m | |
Present value of funded obligations | 11.3 | 13.4 |
Fair value of plan assets | (11.5) | (14.0) |
Net asset recognised in the Consolidated balance sheet | (0.2) | (0.6) |
The Trustees of the Scheme sought legal advice which concluded that the Group has an unconditional
right to a refund of surplus from the Scheme, if the Scheme were to be run-off until the final beneficiary
died. As a result, the Group has concluded that IFRIC 14 does not apply, and therefore has recognised
the accounting surplus of £0.2m (2024: £0.6m) and an associated deferred tax liability of £0.1m (2024:
£0.2m) in the Consolidated balance sheet.
Movements in the fair value of Scheme assets were as follows:
2025 | 2024 | |
£m | £m | |
Fair value of Scheme assets at the beginning of the year | 14.0 | 14.1 |
Interest income on Scheme assets | 0.7 | 0.7 |
Remeasurement losses on Scheme assets | (2.2) | (0.5) |
Contributions by the employer | 0.1 | 0.1 |
Settlements | – | – |
Net benefits paid | (1.1) | (0.4) |
Fair value of Scheme assets at the end of the year | 11.5 | 14.0 |
Movements in the fair value of Scheme liabilities were as follows:
2025 | 2024 | |
£m | £m | |
Fair value of Scheme liabilities at the beginning of the year | 13.4 | 13.6 |
Past service cost | – | – |
Interest expense | 0.6 | 0.6 |
Actuarial gains on Scheme liabilities arising from changes in assumptions | (1.5) | (0.7) |
Actuarial (gains)/losses on Scheme liabilities arising from experience | (0.1) | 0.3 |
Net benefits paid | (1.1) | (0.4) |
Fair value of Scheme liabilities at the end of the year | 11.3 | 13.4 |
Movements in post-employment benefit net obligations were as follows:
2025 | 2024 | |
£m | £m | |
Opening post-employment benefit surplus | (0.6) | (0.5) |
Past service cost | – | – |
Settlement cost | – | – |
Contributions by the employer | (0.1) | (0.1) |
Remeasurement and experience losses | 0.5 | – |
Closing post-employment benefit surplus | (0.2) | (0.6) |
Plan assets are comprised as follows:
2025 | 2024 | |||
£m | % | £m | % | |
Gilts | – | – | 0.4 | 2.9 |
Cash | 0.2 | 2.0 | 0.2 | 1.4 |
Buy-in policy | 11.3 | 98.0 | 13.4 | 95.7 |
Total | 11.5 | 100.0 | 14.0 | 100.0 |
All plan assets have a quoted market price.
Sensitivity to key assumptions
The key financial assumptions used for IAS 19 are the discount and inflation rates. Given that the
Scheme’s buy-in policy is valued exactly equal to the DBO, changes in the key assumptions no longer
2025 | 2024 | |||
Number | Amount | Number | Amount | |
Share capital | ’000 | £m | ’000 | £m |
Allotted, called-up and fully paid ordinary shares | ||||
of 1p each | ||||
At 1 April | 907,214 | 9.2 | 923,075 | 9.3 |
Purchase and cancellation of own shares | (22,513) | (0.3) | (23,711) | (0.2) |
Issue of shares | – | – | 7,850 | 0.1 |
Total | 884,701 | 8.9 | 907,214 | 9.2 |
Under authority passed at the 2024 AGM the Company is authorised to make market purchases of
up to a maximum of 10% (89,654,939) of its own ordinary shares (excluding shares held in treasury),
subject to minimum and maximum price restrictions.
In the year ended 31 March 2025, a total of 23,873,028 ordinary shares of £0.01 were purchased. The
average price paid was 783.2p with a total consideration paid (including fees of £0.9m) of £188.2m.
Of all shares purchased, 1,360,000 were held in treasury with 22,513,028 being cancelled. In the prior
year, 7,849,782 ordinary shares were issued for the settlement of share-based payments.
Included within shares in issue at 31 March 2025 are 294,600 (2024: 312,831) shares held by the ESOT
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
151
Auto Trader Group plc
Annual Report and Financial Statements 2025
ESOT shares |
|||
reserve |
Treasury shares |
Total |
|
Own shares held – £m |
£m |
£m |
£m |
Own shares held as at 31 March 2023 |
(0.4) |
(25.6) |
(26.0) |
Repurchase of own shares for treasury |
– |
(11.1) |
(11.1) |
Share-based incentives exercised |
– |
5.8 |
5.8 |
Own shares held as at 31 March 2024 |
(0.4) |
(30.9) |
(31.3) |
Repurchase of own shares for treasury |
– |
(10.8) |
(10.8) |
Share-based incentives exercised |
– |
10.5 |
10.5 |
Own shares held as at 31 March 2025 |
(0.4) |
(31.2) |
(31.6) |
ESOT shares |
|||
reserve |
Treasury shares |
Total |
|
Own shares held – number |
Number of shares |
Number of shares |
Number of shares |
Own shares held as at 31 March 2023 |
340,196 |
4,371,505 |
4,711,701 |
Transfer of shares from ESOT |
(27,365) |
– |
(27,365) |
Repurchase of own shares for treasury |
– |
1,496,445 |
1,496,445 |
Share-based incentives exercised |
– |
(968,604) |
(968,604) |
Own shares held as at 31 March 2024 |
312,831 |
4,899,346 |
5,212,177 |
Transfer of shares from ESOT |
(18,231) |
– |
(18,231) |
Repurchase of own shares for treasury |
– |
1,360,000 |
1,360,000 |
Share-based incentives exercised |
– |
(1,658,449) |
(1,658,449) |
Own shares held as at 31 March 2025 |
294,600 |
4,600,897 |
4,895,497 |
Dividends declared and paid by the Company were as follows:
2025 |
2024 |
|||
Pence |
Pence |
|||
per share |
£m |
per share |
£m |
|
2024 final dividend paid |
6.4 |
57.3 |
5.6 |
51.3 |
2025 interim dividend paid |
3.5 |
31.1 |
3.2 |
29.1 |
9.9 |
88.4 |
8.8 |
80.4 |
|
The proposed final dividend for the year ended 31 March 2025 of 7.1p per share, totalling £62.5m, is
subject to approval by shareholders at the Annual General Meeting (‘AGM’) and hence has not been
included as a liability in the financial statements.
2025 |
2024 |
|
£m |
£m |
|
Profit after tax |
282.6 |
256.9 |
Adjustments for: |
||
Tax charge |
93.1 |
88.3 |
Depreciation |
5.2 |
4.8 |
Amortisation |
15.5 |
13.5 |
Share-based payments charge (excluding associated NI) |
9.7 |
7.5 |
Deferred contingent consideration |
– |
10.4 |
Share of profit from joint ventures |
(3.6) |
(2.8) |
Profit on sale of property, plant and equipment |
– |
0.3 |
Finance costs |
1.1 |
3.5 |
R&D expenditure credit |
(2.3) |
(0.1) |
Changes in working capital (excluding the effects of exchange differences |
||
on consolidation): |
||
Trade and other receivables |
0.6 |
(10.4) |
Trade and other payables |
(3.0) |
6.0 |
Provisions |
0.2 |
0.1 |
Inventory |
0.6 |
1.0 |
Cash generated from operations |
399.7 |
379.0 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
152
Auto Trader Group plc
Annual Report and Financial Statements 2025
The Group currently operates five share plans: the Share Incentive Plan, Performance Share Plan,
Deferred Annual Bonus, Single Incentive Plan Award and the Sharesave scheme. All share-based
incentives are subject to a service condition. Such conditions are not taken into account in the fair
value of the service received. The fair value of services received in return for share-based incentives is
measured by reference to the fair value of share-based incentives granted. Black-Scholes and Monte
Carlo models have been used where appropriate to calculate the fair value of share-based incentives
with market conditions.
The total charge in the period relating to the five schemes was £11.7m (2024: £8.2m). This included
associated national insurance (‘NI’) at the rate at which management expects to be effective when the
awards are exercised, and apprenticeship levy at 0.5%, based on the share price at the reporting date.
The share-based payment charge reported in the prior period included a £10.4m charge for the
deferred share-based payment consideration relating to the acquisition of Autorama.
Group |
Company |
|||
2025 |
2024 |
2025 |
2024 |
|
£m |
£m |
£m |
£m |
|
Share Incentive Plan (‘SIP’) |
– |
– |
– |
– |
Sharesave scheme (‘SAYE’) |
0.7 |
0.7 |
– |
– |
Performance Share Plan (‘PSP’) |
2.1 |
2.1 |
2.1 |
2.1 |
Deferred Annual Bonus and Single Incentive Plan |
6.9 |
4.7 |
0.6 |
0.6 |
NI and apprenticeship levy on applicable schemes |
2.0 |
0.7 |
0.6 |
0.3 |
Total charge from ongoing share schemes |
11.7 |
8.2 |
3.3 |
3.0 |
Share-based payments relating to Autorama |
||||
acquisition |
– |
10.4 |
– |
– |
Total charge |
11.7 |
18.6 |
3.3 |
3.0 |
During the year, the Directors in office in total had £3.1m gains (2024: £nil) arising on the exercise
of share-based incentive awards.
Share Incentive Plan
In 2015, the Group established a Share Incentive Plan (‘SIP’). All eligible employees were awarded
free shares (or nil-cost options in the case of employees in Ireland) valued at £3,600 each based
on the share price at the time of the Company’s admission to the Stock Exchange in March 2015.
UK SIP
2025 |
2024 |
|
Number |
Number |
|
Outstanding at 1 April |
68,950 |
96,315 |
Released |
(18,231) |
(27,365) |
Outstanding at 31 March |
50,719 |
68,950 |
Vested and outstanding at 31 March |
50,719 |
68,950 |
The weighted average market value per ordinary share for SIP awards released was 810.4p
(2024: 695.0p). The SIP shares outstanding at 31 March 2025 have fully vested (2024: fully vested).
Shares released prior to the vesting date relate to those attributable to good leavers as defined
by the Scheme rules.
Performance Share Plan
The Group operates a Performance Share Plan (‘PSP’) for Executive Directors, the Auto Trader
Leadership Team and certain key employees. The extent to which awards vest will depend upon
the Group’s performance over the three-year period following the award date. Both market-based
and non-market-based performance conditions may be attached to the options. An appropriate
adjustment is made for market-based performance conditions when calculating the fair value of an
option. If the options remain unexercised after a period of 10 years from the date of grant, the options
expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest,
unless under exceptional circumstances.
On 20 September 2024, the Group awarded 457,203 nil cost options under the PSP scheme
(2024: 355,183). For the 2024 awards, the Group’s performance is measured by reference to growth in
earnings per share (70% of the award), revenue (20% of the award) and carbon reduction (10% of the
award) over a three-year period to March 2027.
For other previous awards, the Group’s performance had been measured by reference to growth
in operating profit and revenue over a three-year period, total shareholder return relative to
the FTSE 350 share index (2017 and 2020 awards), diversity progress (2021 award) and carbon
reduction (2022 and 2023 awards).
The fair value of the 2024 and 2023 awards was determined to be the share price at grant date. In
previous years, the total shareholder return element was valued using the Monte Carlo model. The
resulting share-based payments charge is being spread evenly over the period between the grant
date and the vesting date.
Notes to the consolidated financial statements
continued
153
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
29. SHARE-BASED PAYMENTS
CONTINUED
PSP award holders are entitled to receive dividends accruing between the grant date and the vesting
date and this value will be delivered in shares. The assumptions used in the measurement of the fair
value at grant date of the PSP awards are as follows:
Share price | Risk- | Non- | Fair | ||||||
at grant | Exercise | Expected | Option | free | Dividend | vesting | value per | ||
date | price | volatility | life | rate | yield | condition | option | ||
Grant date | Condition | £ | £ | % | years | % | % | % | £ |
16 Jun 2017 | TSR | 4.00 | Nil | 31 | 3.0 | 0.2 | 0.0 | 0.0 | 2.17 |
16 Jun 2017 | OP | 4.00 | Nil | N/A | 3.0 | 0.2 | 0.0 | 0.0 | 4.00 |
30 Aug 2017 | TSR | 3.42 | Nil | 31 | 3.0 | 0.2 | 0.0 | 0.0 | 2.17 |
30 Aug 2017 | OP | 3.42 | Nil | N/A | 3.0 | 0.2 | 0.0 | 0.0 | 3.42 |
23 Jun 2022 | OP | 5.31 | Nil | N/A | 3.0 | 2.0 | 1.3 | 0.0 | 5.31 |
23 Jun 2022 | Revenue | 5.31 | Nil | N/A | 3.0 | 2.0 | 1.3 | 0.0 | 5.31 |
23 Jun 2022 | Carbon reduction | 5.31 | Nil | N/A | 3.0 | 2.0 | 1.3 | 0.0 | 5.31 |
22 Jun 2023 | OP | 6.22 | Nil | N/A | 3.0 | 4.9 | 1.4 | 0.0 | 6.22 |
22 Jun 2023 | Revenue | 6.22 | Nil | N/A | 3.0 | 4.9 | 1.4 | 0.0 | 6.22 |
22 Jun 2023 | Carbon reduction | 6.22 | Nil | N/A | 3.0 | 4.9 | 1.4 | 0.0 | 6.22 |
20 Sep 2024 | OP | 7.44 | Nil | N/A | 3.0 | 4.3 | 1.4 | 0.0 | 7.44 |
20 Sep 2024 | Revenue | 7.44 | Nil | N/A | 3.0 | 4.3 | 1.4 | 0.0 | 7.44 |
20 Sep 2024 | Carbon reduction | 7.44 | Nil | N/A | 3.0 | 4.3 | 1.4 | 0.0 | 7.44 |
Expected volatility is estimated by considering historic average share price volatility at the grant date.
The number of options outstanding and exercisable as at 31 March 2025 was as follows:
2025 | 2024 | |
Number | Number | |
Outstanding at 1 April | 1,116,040 | 1,399,984 |
Options granted in the year | 457,203 | 355,183 |
Dividend shares awarded | 14,018 | – |
Options forfeited in the year | (11,421) | (591,580) |
Options exercised in the year | (401,259) | (47,547) |
Outstanding at 31 March | 1,174,581 | 1,116,040 |
Exercisable at 31 March | 1,500 | 31,801 |
The weighted average market value per ordinary share for PSP options exercised in 2025 was 844.1p
(2024: 714.0p). The PSP awards outstanding at 31 March 2025 have a weighted average remaining
vesting period of 1.3 years (2024: 1.2 years) and a weighted average contractual life of 8.4 years
(2024: 8.1 years).
Deferred Annual Bonus and Single Incentive Plan Award
The Group operates the Deferred Annual Bonus and Single Incentive Plan Award for Executive
Directors, the Auto Trader Leadership Team and certain key employees. The plan consists of two
schemes, the Deferred Annual Bonus Plan (‘DABP’) and the Single Incentive Plan Award (‘SIPA’).
In addition, in the prior period the Group announced a Single Incentive Plan Award for all employees
under the existing scheme rules.
Deferred Annual Bonus
The Group operates a Deferred Annual Bonus Plan (‘DABP’) for Executive Directors. Awards under
the plan are contingent on the satisfaction of pre-set internal targets relating to financial and
operational objectives. The extent to which the awards vest will depend upon the satisfaction
of the Group’s financial and operational performance in the financial year of the award date
(the ‘Performance Conditions’). The awards will vest on the second anniversary of the date the
Remuneration Committee determines that the Performance Conditions have been satisfied
(the ‘Vesting Period’). Awards are potentially forfeitable during that period should the employee
leave employment. The DABP awards have been valued using the Black-Scholes method where
appropriate and the resulting share-based payments charge is being spread evenly over the
combined Performance Period and Vesting Period of the shares, being three years.
On 22 June 2024, the Group awarded 115,501 nil cost options under the DABP scheme (2024: 103,330).
DABP award holders are entitled to receive dividends accruing between the grant date and the
vesting date and this value will be delivered in shares. The assumptions used in the measurement
of the fair value at grant date of the DABP awards are as follows:
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
154
Auto Trader Group plc
Annual Report and Financial Statements 2025
29. SHARE-BASED PAYMENTS
CONTINUED
Share price | Non- | ||||||
at grant | Exercise | Risk-free | Dividend | vesting | Fair value | ||
date | price | Option life | rate | yield | condition | per option | |
Grant date | £ | £ | years | % | % | % | £ |
23 June 2022 | 5.31 | Nil | 2.0 | 2.0 | 1.3 | 0.0 | 5.31 |
22 June 2023 | 6.22 | Nil | 2.0 | 4.9 | 1.4 | 0.0 | 6.22 |
22 June 2024 | 7.44 | Nil | 2.0 | 4.1 | 1.4 | 0.0 | 7.44 |
The number of options outstanding and exercisable as at 31 March was as follows:
2025 | 2024 | |
Number | Number | |
Outstanding at 1 April | 212,034 | 108,704 |
Options granted in the year | 115,501 | 103,330 |
Dividend shares awarded | 2,992 | – |
Options exercised in the year | (111,696) | – |
Outstanding at 31 March | 218,831 | 212,034 |
Exercisable at 31 March | – | – |
111,696 DABP options were exercised in 2025 (2024: No DABP options exercised).
Single Incentive Plan Award
The Group operates a Single Incentive Plan Award (‘SIPA’) for the Auto Trader Leadership Team
and certain key employees. The extent to which awards vest will depend upon the satisfaction
of the Group’s financial and operational performance in the financial year of the award date (the
‘Performance Conditions’). The awards will vest in tranches, with the first tranche vesting on the
date on which the Remuneration Committee determines that the Performance Conditions have
been satisfied, and subsequent tranches vesting on the first and second anniversary of this date,
subject to continuing employment.
On 26 June 2024, the Group awarded 572,377 nil cost options under the SIPA scheme for the
Operational Leadership Team and certain key employees (2024: 618,497). For the 2024 awards, 75%
of the award value is dependent on FY25 operating profit and the remaining 25% linked to the
achievement of strategic and operational milestones against our digital retailing strategy. The fair
value of the 2024 award was determined to be £7.44 per option, being the share price at grant date.
During the prior year, the Group announced a new All-Employee Single Incentive Plan Award (‘One
Auto Trader Share Award’) that rewards employees with an extra 10% of their salary in shares.
The awards will vest in tranches, with the first tranche vesting on the first anniversary of the grant
date and subsequent tranches vesting on the first and second anniversary of this date, subject to
continuing employment.
On 28 November 2024, the Group awarded 831,018 nil cost options under the SIPA scheme for
all employees (2024: 1,049,495). The fair value of the 2024 award was determined to be £8.53 per
option (2024: £6.25), being the average of the mid-market price for the three months leading up
to the grant date.
The resulting share-based payments charge is being spread evenly over the period between the
grant date and the vesting date. SIPA holders are entitled to receive dividends accruing between
the grant date and the vesting date and this value will be delivered in shares.
The assumptions used in the measurement of the fair value at grant date of the SIPA awards are
as follows:
Share price | Non- | |||||||
at grant | Exercise | Expected | Dividend | vesting | Fair value | |||
date | price | volatility | Option life | Risk-free | yield | condition | per option | |
Grant date | £ | £ | % | years | rate % | % | % | £ |
17 August 2018 | 4.48 | Nil | N/A | 3.0 | 0.7 | 1.7 | 0.0 | 4.48 |
17 June 2019 | 5.65 | Nil | N/A | 3.0 | 0.6 | 1.3 | 0.0 | 5.65 |
8 July 2020 | 5.27 | Nil | N/A | 3.0 | (0.1) | 0.0 | 0.0 | 5.27 |
24 November 2020 | 5.52 | Nil | N/A | 3.0 | (0.1) | 0.0 | 0.0 | 5.52 |
17 June 2021 | 6.29 | Nil | N/A | 3.0 | 0.2 | 0.9 | 0.0 | 6.29 |
23 June 2022 | 5.31 | Nil | N/A | 3.0 | 2.0 | 1.3 | 0.0 | 5.31 |
22 June 2023 | 6.22 | Nil | N/A | 3.0 | 4.9 | 1.4 | 0.0 | 6.22 |
21 November 2023 | 6.25 | Nil | N/A | 3.0 | 4.5 | 1.4 | 0.0 | 6.25 |
26 June 2024 | 7.44 | Nil | N/A | 3.0 | 4.1 | 1.4 | 0.0 | 7.44 |
28 November 2024 | 8.53 | Nil | N/A | 3.0 | 4.1 | 1.4 | 0.0 | 8.53 |
The number of options outstanding and exercisable as at 31 March was as follows:
2025 | 2024 | |
Number | Number | |
Outstanding at 1 April | 2,513,318 | 1,517,766 |
Options granted in the year | 1,403,395 | 1,667,992 |
Dividend shares awarded | 12,273 | 10,239 |
Options exercised in the year | (166,066) | (515,383) |
Options forfeited in the year | (949,534) | (167,296) |
Outstanding at 31 March | 2,813,386 | 2,513,318 |
Exercisable at 31 March | 140,567 | 473,755 |
The weighted average market value per ordinary share for SIPA options exercised in 2025 was 827.4p
(2024: 680.4p). The SIPA awards outstanding at 31 March 2025 have a weighted average remaining
vesting period of 3.0 years (2024: 2.9 years) and a weighted average contractual life of 8.7 years
(2024: 8.7 years). The charge for the year includes an estimate of the awards to be granted after the
balance sheet date in respect of achievement of 2022 targets.
Sharesave scheme
The Group operates a Sharesave (‘SAYE’) scheme for all employees under which employees are
granted an option to purchase ordinary shares in the Company at up to 20% less than the market
price at invitation, in three years’ time, dependent on their entering into a contract to make monthly
contributions into a savings account over the relevant period. Options are granted and are linked
to a savings contract with a term of three years. These funds are used to fund the option exercise.
No performance criteria are applied to the exercise of Sharesave options.
Notes to the consolidated financial statements
continued
155
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
29. SHARE-BASED PAYMENTS
CONTINUED
The assumptions used in the measurement of the fair value at grant date of the Sharesave plan are
as follows:
Share price |
||||||||
at grant |
Exercise |
Expected |
Dividend |
Non-vesting |
Fair value |
|||
date |
price |
volatility |
Option life |
Risk-free |
yield |
condition |
per option |
|
Grant date |
£ |
£ |
% |
years |
rate % |
% |
% |
£ |
16 December 2020 |
5.75 |
4.41 |
32 |
3.0 |
0.0 |
0.5 |
10 |
1.86 |
16 December 2021 |
7.13 |
5.88 |
32 |
3.0 |
0.5 |
0.5 |
10 |
2.05 |
14 December 2022 |
5.64 |
4.56 |
34 |
3.0 |
3.2 |
1.3 |
10 |
1.87 |
23 July 2024 |
8.04 |
6.37 |
27 |
3.0 |
4.0 |
1.3 |
10 |
2.56 |
Expected volatility is estimated by considering historic average share price volatility at the grant
date. The requirement that an employee has to save in order to purchase shares under the Sharesave
plan is a non-vesting condition. This feature has been incorporated into the fair value at grant date
by applying a discount to the valuation obtained from the Black-Scholes pricing model.
2025 |
2024 |
|||
Weighted average |
Weighted average |
|||
Number of share |
exercise price |
Number of share |
exercise price |
|
options |
£ |
options |
£ |
|
Outstanding at 1 April |
856,958 |
4.84 |
1,366,352 |
4.72 |
Options granted in the year |
489,713 |
6.37 |
– |
– |
Options exercised in the year |
(194,413) |
5.48 |
(407,221) |
4.40 |
Options cancelled in the year |
(33,013) |
5.16 |
– |
– |
Options lapsed in the year |
(30,403) |
5.16 |
(102,173) |
4.92 |
Outstanding at 31 March |
1,088,842 |
5.40 |
856,958 |
4.84 |
Exercisable at 31 March |
42,965 |
5.81 |
54,288 |
4.41 |
The weighted average market value per ordinary share for Sharesave options exercised in 2025 was
776.2p (2024: 711.8p). The Sharesave options outstanding at 31 March 2025 have a weighted average
remaining vesting period of 1.5 years (2024: 1.5 years) and a weighted average contractual life of 2.0
Financial assets
2025 |
2024 |
||
Note |
£m |
£m |
|
Net trade receivables (invoiced) |
17 |
30.3 |
32.7 |
Net accrued income |
17 |
44.4 |
42.8 |
Net trade receivables (total) |
17 |
74.7 |
75.5 |
Other receivables |
17 |
– |
1.0 |
Cash and cash equivalents |
19 |
15.3 |
18.7 |
Total |
90.0 |
95.2 |
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at 31 March 2025 was £90.0m (2024: £95.2m). The maximum exposure to credit
risk for trade receivables and accrued income at the reporting date by geographic region was:
2025 |
2024 |
|
£m |
£m |
|
UK |
74.7 |
75.5 |
Total |
74.7 |
75.5 |
The maximum exposure to credit risk for trade receivables and accrued income at the reporting date
by type of customer was:
2025 |
2024 |
|
£m |
£m |
|
Retailers |
62.5 |
58.0 |
Manufacturer and Agency |
4.9 |
6.6 |
Other |
1.4 |
4.7 |
Autorama |
5.9 |
6.2 |
Total |
74.7 |
75.5 |
The Group’s most significant customer accounts for £2.0m (2024: £1.8m) of net trade receivables as at
Expected credit losses are measured using a provisioning matrix based on actual credit loss
experience over the past three years and adjusted, when required, to take into account current
macro-economic factors. For certain customers the Group applies experienced credit judgement
that is determined to be predictive of the risk of loss to assess the expected credit loss, taking into
account external ratings, financial statements and other available information.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
156
Auto Trader Group plc
Annual Report and Financial Statements 2025
30. FINANCIAL INSTRUMENTS
CONTINUED
The following table provides information about the exposure to credit risk and expected credit losses
for trade receivables and accrued income from individual customers as at 31 March 2025.
Gross | ||||
Expected | carrying | Loss | ||
credit loss | amount | allowance | Credit- | |
rate | £m | £m | impaired | |
Accrued income | 3.5% | 46.0 | (1.6) | No |
Current | 3.2% | 28.0 | (0.9) | No |
Past due 1–30 days | 6.5% | 3.1 | (0.2) | No |
Past due 31–60 days | 40.0% | 0.5 | (0.2) | No |
Past due 61–90 days | 100.0% | 0.3 | (0.3) | No |
More than 91 days past due | 100.0% | 1.5 | (1.5) | No |
79.4 | (4.7) |
At 31 March 2024, ECLs reflected macro-economic uncertainty around retailer profitability due to
persistent high inflation, high interest rates and the upcoming UK general election. At 31 March 2025,
ECLs were adjusted to reflect lower levels of inflation and falling interest rates while taking into
consideration the cost pressures faced by retailer customers.
Sensitivity analysis has been performed in assessing the expected credit loss rate. There are no
changes to the rate that are considered by the Directors to be reasonably possible, which give
rise to a material difference in the loss allowance.
Comparative information about the exposure to credit risk and expected credit losses for trade
receivables from individual customers as at 31 March 2024 is set out below:
Gross | ||||
Expected | carrying | Loss | ||
credit loss | amount | allowance | Credit- | |
rate | £m | £m | impaired | |
Accrued income | 3.7% | 44.5 | (1.7) | No |
Current | 3.5% | 27.8 | (1.0) | No |
Past due 1–30 days | 9.5% | 6.0 | (0.6) | No |
Past due 31–60 days | 36.0% | 0.3 | (0.1) | No |
Past due 61–90 days | 92.8% | 0.2 | (0.2) | No |
More than 91 days past due | 81.6% | 1.7 | (1.4) | No |
80.5 | (5.0) |
The Group has identified specific balances for which it has provided an impairment allowance on
a line-by-line basis across all ledgers, in both years. The allowance accounts in respect of trade
receivables are used to record impairment losses unless the Group is satisfied that no recovery
of the amount owing is possible; at that point the amounts considered irrecoverable are written
off against the financial asset directly.
The movement in the allowance for impairment in respect of trade receivables during the year was
as follows.
2025 | 2024 | ||
Note | £m | £m | |
At 1 April | 17 | 3.3 | 3.0 |
Charged during the year | 1.3 | 1.9 | |
Utilised during the year | (1.5) | (1.6) | |
At 31 March | 17 | 3.1 | 3.3 |
The movement in the allowance for impairment in respect of accrued income during the year was
as follows.
2025 | 2024 | ||
Note | £m | £m | |
At 1 April | 17 | 1.7 | 1.5 |
Charged during the year | (0.1) | 0.2 | |
Utilised during the year | – | – | |
At 31 March | 17 | 1.6 | 1.7 |
Cash and cash equivalents
The cash and cash equivalents are held with bank and financial institution counterparties, which are
rated between P-1 and P-2 based on Moody’s ratings. The Directors do not consider deposits at these
institutions to be at risk.
2025 | 2024 | |||||
As per | Future | Total | As per | Future | Total | |
balance | interest | cash | balance | interest | cash | |
sheet | cost | flows | sheet | cost | flows | |
£m | £m | £m | £m | £m | £m | |
Trade and other payables | 18.8 | – | 18.8 | 25.5 | – | 25.5 |
Vehicle stocking loan | 1.0 | – | 1.0 | 2.1 | – | 2.1 |
Borrowings (gross of debt issue costs) | – | – | – | 30.0 | – | 30.0 |
Leases | 2.5 | – | 2.5 | 4.8 | 0.1 | 4.9 |
Total | 22.3 | – | 22.3 | 62.4 | 0.1 | 62.5 |
Trade and other payables are as disclosed within note 19, excluding vehicle stocking loan, other taxation
and social security liabilities and deferred income.
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
157
Auto Trader Group plc
Annual Report and Financial Statements 2025
30. FINANCIAL INSTRUMENTS
CONTINUED
IFRS 7 requires the contractual future interest cost of a financial liability to be included within the
above table. As disclosed in note 21 of these Consolidated financial statements, borrowings are
currently drawn under a syndicated debt arrangement and repayments can be made at any time
without penalty. As such there is no contractual future interest cost. Interest is payable on borrowings’
drawn amounts at a rate of SONIA prevailing at the time of drawdown plus the applicable margin,
which ranges from 1.2% to 2.1%, excluding the potential beneficial impact of sustainability performance
targets. Interest paid in the year in relation to borrowings amounted to £1.2m (2024: £3.1m).
Similarly, repayments can be made at any time without penalty on the vehicle stocking loan. As such
there is no contractual future interest cost. Interest is payable on the loan balance at the prevailing
Bank of England Base Rate plus a 2% margin. Interest paid in the year in relation to the vehicle stocking
loan amounted to £0.3m (2024: £0.3m).
The Company had no derivative financial liabilities in either year. It is not expected that the cash flows
included in the maturity analysis could occur earlier or at significantly different amounts.
The maturity of financial liabilities based on contracted cash flows is shown in the table below.
This table has been drawn up using the undiscounted cash flows of financial liabilities based on the
earliest date on which the Group is obliged to pay. The table includes both interest and principal
cash flows. Floating rate interest payments have been calculated using the relevant interest rates
prevailing at the year end, where applicable.
Trade and | |||||
other | Vehicle | ||||
payables | stocking loan | Borrowings | Leases | Total | |
As at 31 March 2025 | £m | £m | £m | £m | £m |
Due within one year | 18.8 | 1.0 | – | 2.1 | 21.9 |
Due within one to two years | – | – | – | 0.3 | 0.3 |
Due within two to five years | – | – | – | 0.1 | 0.1 |
Due after more than five years | – | – | – | – | – |
Total | 18.8 | 1.0 | – | 2.5 | 22.3 |
Trade and | |||||
other | Vehicle | ||||
payables | stocking loan | Borrowings | Leases | Total | |
As at 31 March 2024 | £m | £m | £m | £m | £m |
Due within one year | 25.5 | 2.1 | – | 2.4 | 30.0 |
Due within one to two years | – | – | – | 2.0 | 2.0 |
Due within two to five years | – | – | 30.0 | 0.5 | 30.5 |
Due after more than five years | – | – | – | – | – |
Total | 25.5 | 2.1 | 30.0 | 4.9 | 62.5 |
Analysis of net debt
Net debt is calculated as total borrowings and lease liabilities, less cash and cash equivalents.
Non-cash changes represent the effects of the recognition and subsequent amortisation of fees
relating to the bank facility, changing maturity profiles, acquisition of debt and new leases entered
into during the year.
At | At | |||
1 April | Cash | Non-cash | 31 March | |
2024 | flow | changes | 2025 | |
March 2025 | £m | £m | £m | £m |
Debt due within one year | – | – | – | – |
Debt due after more than one year | 27.7 | (30.3) | 2.6 | – |
Accrued interest | 0.2 | (1.2) | 1.1 | 0.1 |
Lease liabilities | 4.8 | (2.5) | 0.2 | 2.5 |
Total debt and lease financing | 32.7 | (34.0) | 3.9 | 2.6 |
Cash and cash equivalents | (18.7) | 3.4 | – | (15.3) |
Net debt/(cash) | 14.0 | (30.6) | 3.9 | (12.7) |
In the prior year, the vehicle stocking loan is not presented within net debt to be consistent
with the presentation of this balance, together with the related inventory, as part of the Group’s
operating cycle.
Non-cash changes on debt due after more than one year relate to amortisation of debt issue costs.
At | At | |||
1 April | Cash | Non-cash | 31 March | |
2023 | flow | changes | 2024 | |
March 2024 | £m | £m | £m | £m |
Debt due within one year | 1.1 | (1.1) | – | – |
Debt due after more than one year | 57.5 | (30.5) | 0.7 | 27.7 |
Vehicle stocking loan | 3.0 | – | (3.0) | – |
Accrued interest | 0.3 | (3.4) | 3.3 | 0.2 |
Lease liabilities | 7.1 | (2.7) | 0.4 | 4.8 |
Total debt and lease financing | 69.0 | (37.7) | 1.4 | 32.7 |
Cash and cash equivalents | (16.6) | (2.1) | – | (18.7) |
Net debt/(cash) | 52.4 | (39.8) | 1.4 | 14.0 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
158
Auto Trader Group plc
Annual Report and Financial Statements 2025
31. NET DEBT
CONTINUED
Reconciliation of movements in liabilities to cash flows arising from financing activities
Liabilities/(Assets) | Equity | ||||||
Borrowings | |||||||
and accrued | Lease | Share | Retained | Own | Other | ||
interest | liabilities | capital | earnings | shares held | reserves | Total | |
Balance as of 1 April 2024 | 27.9 | 4.8 | 9.2 | 1,420.5 | (31.3) | (846.1) | 585.0 |
Changes from financing cash flows | |||||||
Dividends paid to Company shareholders | – | – | – | (88.4) | – | – | (88.4) |
Drawdown of Syndicated RCF | – | – | – | – | – | – | – |
Repayment of Syndicated RCF | (30.0) | – | – | – | – | – | (30.0) |
Payment of refinancing fees | (0.3) | – | – | – | – | – | (0.3) |
Payment of interest on borrowings | (1.2) | – | – | – | – | – | (1.2) |
Payment of lease liabilities | – | (2.5) | – | – | – | – | (2.5) |
Purchase of own shares for cancellation | – | – | (0.3) | (176.6) | – | 0.3 | (176.6) |
Purchase of own shares for treasury | – | – | – | – | (10.7) | – | (10.7) |
Fees on repurchase of own shares | – | – | – | (0.9) | – | – | (0.9) |
Proceeds from exercise of share-based incentives | – | – | – | 1.1 | – | – | 1.1 |
Total changes from financing cash flows | (31.5) | (2.5) | (0.3) | (264.8) | (10.7) | 0.3 | (309.5) |
Other changes – liability related | |||||||
Interest expense | 1.1 | 0.1 | – | – | – | – | 1.2 |
Other | 2.6 | 0.1 | – | – | – | – | 2.7 |
Total liability-related other changes | 3.7 | 0.2 | – | – | – | – | 3.9 |
Total equity-related other changes | – | – | – | 282.2 | 10.4 | – | 292.6 |
Balance as of 31 March 2025 | 0.1 | 2.5 | 8.9 | 1,437.9 | (31.6) | (845.8) | 572.0 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
159
Auto Trader Group plc
Annual Report and Financial Statements 2025
31. NET DEBT
CONTINUED
| Liabilities/(Assets) |
Equity |
|||||||
Borrowings |
Vehicle |
|||||||
and accrued |
stocking |
Lease |
Share |
Retained |
Own |
Other |
||
interest |
loan |
liabilities |
capital |
earnings |
shares held |
reserves |
Total |
|
Balance as of 1 April 2023 |
58.9 |
3.0 |
7.1 |
9.3 |
1,390.3 |
(26.0) |
(846.3) |
596.3 |
Changes from financing cash flows |
||||||||
Dividends paid to Company shareholders |
– |
– |
– |
– |
(80.4) |
– |
– |
(80.4) |
Drawdown of Syndicated RCF |
57.0 |
– |
– |
– |
– |
– |
– |
57.0 |
Repayment of Syndicated RCF |
(87.0) |
– |
– |
– |
– |
– |
– |
(87.0) |
Repayment of other debt |
(1.1) |
– |
– |
– |
– |
– |
– |
(1.1) |
Payment of refinancing fees |
(0.5) |
– |
– |
– |
– |
– |
– |
(0.5) |
Payment of interest on borrowings |
(3.4) |
– |
– |
– |
– |
– |
– |
(3.4) |
Payment of lease liabilities |
– |
– |
(2.7) |
– |
– |
– |
– |
(2.7) |
Purchase of own shares for cancellation |
– |
– |
– |
(0.2) |
(158.9) |
– |
0.2 |
(158.9) |
Purchase of own shares for treasury |
– |
– |
– |
– |
– |
(11.0) |
– |
(11.0) |
Fees on repurchase of own shares |
– |
– |
– |
– |
(0.9) |
– |
– |
(0.9) |
Issue of ordinary shares |
– |
– |
– |
0.1 |
– |
– |
– |
0.1 |
Proceeds from exercise of share-based incentives |
– |
– |
– |
– |
1.8 |
– |
– |
1.8 |
Total changes from financing cash flows |
(35.0) |
– |
(2.7) |
(0.1) |
(238.4) |
(11.0) |
0.2 |
(287.0) |
Other changes – liability related |
||||||||
Interest expense |
3.0 |
– |
0.1 |
– |
– |
– |
– |
3.1 |
Other |
1.0 |
(3.0) |
0.3 |
– |
– |
– |
– |
(1.7) |
Total liability-related other changes |
4.0 |
(3.0) |
0.4 |
– |
– |
– |
– |
1.4 |
Total equity-related other changes |
– |
– |
– |
– |
268.6 |
5.7 |
– |
274.3 |
Balance as of 31 March 2024 |
27.9 |
– |
4.8 |
9.2 |
1,420.5 |
(31.3) |
(846.1) |
585.0 |
Notes to the consolidated financial statements
continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
160
Auto Trader Group plc
Annual Report and Financial Statements 2025
Dealer Auction Limited
The Group transacted the following related party transactions with its joint venture, Dealer Auction
Limited, during the period.
The Group provided data services to Dealer Auction under a licence agreement established as part
of the formation of the joint venture in January 2019. The value of services provided to Dealer Auction
was £0.6m (2024: £0.6m) and has been recognised within revenue. At 31 March 2025, deferred income
outstanding in relation to the licence agreement was £7.8m (2024: £8.3m).
The Group recharged Dealer Auction for the provision of office space and laptops during the period, the
total value of which was £16,500 (2024: £32,900). The service was provided to Dealer Auction at an arm’s
length basis and recorded within administrative expenses within the Consolidated income statement.
A dividend from Dealer Auction Limited of £4.4m (2024: £3.9m) was received in the year.
Other related party transactions
Key Management personnel compensation has been disclosed in note 8.
The Group sponsors a funded defined benefit pension scheme. Details of transactions with the
Subsidiaries
At 31 March 2025 the Group’s subsidiaries were:
Percentage |
Percentage |
||||
Subsidiary |
Country of registration |
Class of |
owned by the |
owned by the |
|
undertakings |
or incorporation |
Principal activity |
shares held |
parent |
Group |
Auto Trader |
England and Wales |
Intermediary holding |
Ordinary |
100% |
100% |
Holding Limited 1 |
company |
||||
Auto Trader |
England and Wales |
Online marketplace |
Ordinary |
– |
100% |
Limited 1 |
|||||
Trader Licensing |
England and Wales |
Dormant company |
Ordinary |
– |
100% |
Limited 1 |
|||||
Autorama UK |
England and Wales |
Online marketplace |
Ordinary |
– |
100% |
Limited 2 |
|||||
Vanarama Limited 2 |
England and Wales |
Dormant company |
Ordinary |
– |
100% |
Autorama Holding |
Malta |
Investment company |
Ordinary |
– |
100% |
(Malta) Limited 3 |
for a protected cell |
||||
company |
|||||
Blue Owl Network |
England and Wales |
Finance platform |
Ordinary |
– |
100% |
Limited 1 |
1.
Registered office address is 4
th
Floor, 1 Tony Wilson Place, Manchester, M15 4FN.
2.
Registered office address is Maylands Avenue, Hemel Hempstead, Hertfordshire, HP2 7DE.
3.
Registered office address is The Landmark, Level 2, Suite 1, Triq L-Iljun, Qormi, Malta.
All subsidiaries have a year end of 31 March, apart from Autorama Holding (Malta) Limited, which
has a year end of 31 December.
On 19 September 2024, Auto Trader Limited purchased 100% of the share capital of Autorama UK
Limited from Auto Trader Group plc pursuant to an intra-group share purchase agreement.
Auto Trader Limited is therefore now the immediate parent company of Autorama UK Limited.
The ultimate parent company of the Autorama UK Limited continues to be Auto Trader Group plc.
Joint ventures
At 31 March 2025 the Group’s interests in joint ventures were:
Percentage |
Percentage |
||||
Subsidiary |
Country of registration |
Class of |
owned by the |
owned by the |
|
undertakings |
or incorporation |
Principal activity |
shares held |
parent |
Group |
Dealer Auction |
England and Wales |
Online marketplace |
Ordinary |
– |
49% |
Limited 1 |
|||||
Dealer Auction |
England and Wales |
Dormant company |
Ordinary |
– |
49% |
(Operations) |
|||||
Limited 1 |
|||||
Auto Trader |
England and Wales |
Dormant company |
Ordinary |
– |
49% |
Autostock Limited 1 |
|||||
Dealer Auction |
England and Wales |
Dormant company |
Ordinary |
– |
49% |
Services Limited 1 |
1.
Registered office address is Central House, Leeds Road, Rothwell, Leeds, West Yorkshire, England, LS26 0JE.
On 8 January 2025, the Group signed an agreement for lease for its planned new head office.
The 15-year lease is expected to be signed in June 2025. In 2026, the Group’s total depreciation
and amortisation charge is expected to be £22.9m (Auto Trader: £9.0m, Autorama: £0.8m and
Group central costs £13.1m) and interest charges associated with the lease will be £1.7m.
The fit-out of the new premises has substantively commenced and the Group has incurred costs
of £2.6m in 2025 and is committed to incurring capital expenditure of c.£20m in 2026, the contract
The Group believes that it will not be directly impacted by the October 2024 Court of Appeal
judgment on automotive finance commission disclosure, which is pending an appeal judgment
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
161
Auto Trader Group plc
Annual Report and Financial Statements 2025
At 31 March 2025
2025 | 2024 | ||
Note | £m | £m | |
Fixed assets | |||
Investments | 3 | 1,240.0 | 1,403.9 |
1,240.0 | 1,403.9 | ||
Current assets | |||
Debtors | 4 | 1,503.2 | 303.1 |
Cash at bank and in hand | 5 | 0.2 | 0.1 |
1,503.4 | 303.2 | ||
Creditors: amounts falling due within one year | 6 | (1,221.5) | (1,118.3) |
Net current assets | 281.9 | (815.1) | |
Net assets | 1,521.9 | 588.8 | |
Capital and reserves | |||
Called-up share capital | 9 | 8.9 | 9.2 |
Share premium | 182.6 | 182.6 | |
Own shares held | 10 | (31.6) | (31.3) |
Capital redemption reserve | 1.7 | 1.4 | |
Profit and loss account | 1,360.3 | 426.9 | |
Total equity | 1,521.9 | 588.8 |
The profit for the year of the Company was £1,198.8m (2024: loss £39.7m). The accompanying notes form part of these financial statements. The financial statements were approved by the Board of Directors
on 29 May 2025 and authorised for issue:
Jamie Warner
Chief Financial Officer
Auto Trader Group plc
Registered number: 09439967
29 May 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
162
Auto Trader Group plc
Annual Report and Financial Statements 2025
Company statement of changes in equity
For the year ended 31 March 2025
Capital | ||||||
Share | Share | Profit and | Own shares | redemption | Total | |
capital | premium | loss account | held | reserve | equity | |
£m | £m | £m | £m | £m | £m | |
Balance at 31 March 2023 | 9.3 | 182.6 | 693.0 | (26.0) | 1.2 | 860.1 |
Loss for the year | – | – | (39.7) | – | – | (39.7) |
Total comprehensive expense, net of tax | – | – | (39.7) | – | – | (39.7) |
Transactions with owners: | ||||||
Employee share schemes – value of employee services | – | – | 17.9 | – | – | 17.9 |
Exercise of employee share schemes | – | – | (4.0) | 5.8 | – | 1.8 |
Tax impact of employee share schemes | – | – | (0.1) | – | – | (0.1) |
Purchase of own shares for treasury | – | – | – | (11.1) | – | (11.1) |
Purchase of own shares for cancellation | (0.2) | – | (159.7) | – | 0.2 | (159.7) |
Issue of ordinary shares | 0.1 | – | (0.1) | – | – | – |
Dividends paid | – | – | (80.4) | – | – | (80.4) |
Total transactions with owners recognised directly in equity | (0.1) | – | (226.4) | (5.3) | 0.2 | (231.6) |
Balance at 31 March 2024 | 9.2 | 182.6 | 426.9 | (31.3) | 1.4 | 588.8 |
Profit for the year | – | – | 1,198.8 | – | – | 1,198.8 |
Total comprehensive income, net of tax | – | – | 1,198.8 | – | – | 1,198.8 |
Transactions with owners: | ||||||
Employee share schemes – value of employee services | – | – | 9.7 | – | – | 9.7 |
Exercise of employee share schemes | – | – | (9.4) | 10.5 | – | 1.1 |
Tax impact of employee share schemes | – | – | 0.1 | – | – | 0.1 |
Purchase of own shares for treasury | – | – | – | (10.8) | – | (10.8) |
Purchase of own shares for cancellation | (0.3) | – | (177.4) | – | 0.3 | (177.4) |
Dividends paid | – | – | (88.4) | – | – | (88.4) |
Total transactions with owners recognised directly in equity | (0.3) | – | (265.4) | (0.3) | 0.3 | (265.7) |
Balance at 31 March 2025 | 8.9 | 182.6 | 1,360.3 | (31.6) | 1.7 | 1,521.9 |
Notes to the Company financial statements
1. ACCOUNTING POLICIES
Auto Trader Group plc is a public limited company which is listed on the London Stock Exchange and
is domiciled and incorporated in the United Kingdom under the Companies Act 2006. The Company
was incorporated on 13 February 2015.
Statement of compliance and basis of preparation
The Company financial statements of Auto Trader Group plc have been prepared in compliance
with United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ applicable in the United Kingdom and the Republic of Ireland (‘FRS 101’) and
the Companies Act 2006.
In preparing these financial statements, the Company applies recognition, measurement and
disclosure requirements of UK-adopted international accounting standards (‘Adopted IFRSs’),
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.
The Company has applied the exemptions available under FRS 101 in respect of the following
disclosures:
•
no separate parent company cash flow statement with related notes has been included;
•
no separate parent company statement of comprehensive income with related notes has
been included; and
•
Key Management personnel compensation has not been included a second time.
As the Group financial statements include the equivalent disclosures, the Company has also taken
the exemptions under FRS 101 available in respect of the certain disclosures required by IFRS 2 – Share-
Based Payments in respect of group settled share-based payments, IFRS 13 – Fair Value Measurement
and the disclosures required by IFRS 7 – Financial Instruments: Disclosures.
The Company financial statements have been prepared under the historical cost convention,
as modified for the revaluation of certain financial assets and liabilities through profit or loss.
The current year financial information presented is at and for the year ended 31 March 2025.
The comparative financial information presented is at and for the year ended 31 March 2024.
The Company’s accounting policies are the same as those set out in note 1 to the Consolidated
financial statements.
The Directors have used the going concern principle on the basis that the current profitable financial
projections and facilities of the consolidated Group will continue in operation for a period not less
than 12 months from the date of this report.
The Company financial statements have been prepared in sterling (£), which is the functional and
presentational currency of the Company, and have been rounded to the nearest hundred thousand
(£0.1m) except where otherwise indicated.
As permitted by Section 408 of the Companies Act 2006, an entity profit and loss account is not
included as part of the published Consolidated financial statements of Auto Trader Group plc.
The profit for the financial period dealt with in the financial statements of the parent company was
£1,198.8m (2024: loss of £39.7m).
Amounts paid to the Company’s auditor in respect of the statutory audit were £259,800 (2024: £228,500).
The charge was borne by a subsidiary company and not recharged.
Estimation techniques
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical
accounting estimates. It also requires management to exercise their judgement in the process of
applying the Company’s accounting policies. The area involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements,
is the carrying value of investments.
The Group considers annually whether there is an indicator that the carrying value of investments
may have suffered an impairment, in accordance with the accounting policy stated. Where an
indicator is identified, the recoverable amounts of investments are determined based on value-in-use
calculations, which require the use of estimates.
Share-based payments
The Company grants equity-settled share-based payments to certain employees, who are employed
directly by subsidiary Group undertakings. The equity-settled share-based payments granted to
employees across the Group are in respect of ordinary shares in the Company. The accounting policy
covering the fair value calculation of these equity-settled share-based payments can be found in
note 2 to the Consolidated financial statements. The Company is not reimbursed for the expense
relating to equity-settled share-based payments granted to employees of its subsidiaries and
therefore recognises an increase in investment in subsidiaries.
Investments in subsidiaries
Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the Directors
consider whether any events or circumstances have occurred that could indicate that the carrying
amount of fixed asset investments may not be recoverable. If such circumstances do exist, a full
impairment review is undertaken to establish whether the carrying amount exceeds the higher of
net realisable value or value in use. If this is the case, an impairment charge is recorded to reduce
the carrying value of the related investment.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction from the proceeds.
Where the Group purchases its own equity share capital, the consideration paid is deducted from
equity attributable to the Group’s shareholders. Where such shares are subsequently cancelled, the
nominal value of the shares repurchased is deducted from share capital and transferred to a capital
redemption reserve. Where the Group purchases its own equity share capital to hold in treasury, the
consideration paid for the shares is shown as own shares held within equity.
Shares held by the Employee Share Option Trust
Shares in the Company held by the Employee Share Option Trust (‘ESOT’) are included in the balance
sheet at cost as a deduction from equity.
163
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the Company financial statements
continued
1. ACCOUNTING POLICIES
CONTINUED
Taxation
UK corporation tax is provided at amounts expected to be paid or recovered using the tax rates
and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have originated but not
reversed at the balance sheet date, where transactions or events that result in an obligation to pay
more tax in the future or a right to pay less tax in the future have occurred on the balance sheet date.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis
of all evidence available, it can be regarded as more likely than not that there will be suitable taxable
profits against which to recover carried-forward tax losses and from which the future reversal of
underlying temporary differences can be deducted.
Deferred tax is measured at the average rates that are expected to apply in the periods in which the
temporary differences are expected to reverse based on the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date. Deferred tax is measured on an
undiscounted basis.
Financial instruments
A financial asset (unless it is a trade receivable without a significant financing component) or financial
liability is initially measured at fair value plus, for an item not at fair value through profit or loss,
transaction costs that are directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction price.
Under IFRS 9, trade receivables including accrued income, without a significant financing component,
are classified and held at amortised cost, being initially measured at the transaction price and
subsequently measured at amortised cost less any impairment loss.
The Company recognises lifetime expected credit losses (‘ECLs’) for trade receivables and accrued
income. The expected credit losses are estimated using a provision matrix based on the Company’s
historical credit loss experience, adjusted for any macro-economic factors. At 31 March 2024, ECLs
reflected macro-economic uncertainty around retailer profitability due to persistent high inflation,
high interest rates and the upcoming UK general election. At 31 March 2025, ECLs were adjusted to
reflect lower levels of inflation and falling interest rates while taking into consideration the cost
pressures faced by retailer customers.
The Company assesses whether a financial asset is in default on a case-by-case basis when it
becomes probable that the customer is unlikely to pay its credit obligations. The gross carrying
amount of a financial asset is written off when the Company has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof. For all customers, the Company
individually makes an assessment with respect to the timing and amount of write-off based on
whether there is a reasonable expectation of recovery. The Company expects no significant
recovery from the amount written off. However, financial assets that are written off could still
be subject to enforcement activities in order to comply with the Company’s procedures for
recovery of amounts due.
At each reporting date, the Company assesses whether financial assets carried at amortised cost
are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset have occurred.
Financial liabilities are classified as measured at amortised cost or fair value through profit and loss.
A financial liability is classified as at fair value through profit and loss if it is classified as held-for-
trading, it is a derivative, or it is designated as such on initial recognition and measured at fair value
and net gains and losses, including any interest expense, are recognised in profit or loss. Other
financial liabilities, including trade payables, are subsequently measured at amortised cost using
the effective interest method. Interest expense and foreign exchange gains and losses are
recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Dividend distribution
Dividends to the Company’s shareholders are recognised as a liability in the Company’s financial
statements in the period in which the dividends are approved by the Company’s shareholders in
the case of final dividends. In respect of interim dividends, these are recognised once paid.
2. DIRECTORS’ EMOLUMENTS
The Company has no employees other than the Directors. Full details of the Directors’ emoluments are
set out in note 8 to the Consolidated financial statements.
3. INVESTMENTS IN SUBSIDIARIES
2025
£m
2024
£m
At beginning of the period
1,403.9
1,427.2
Hive down – investment in subsidiary
(170.8)
–
Additions – share-based payments
6.9
4.7
Additions – share-based payments relating to acquisition
–
10.4
Additions – cash settlement of deferred consideration
–
0.7
Cost of investments
1,240.0
1,443.0
Impairment – investment in subsidiary
–
(39.1)
Net book value at end of the year
1,240.0
1,403.9
Subsidiary undertakings are disclosed within note 33 to the Consolidated financial statements.
The Company directly owns shares in one subsidiary, Auto Trader Holding Limited.
The additions in the current period relate to equity-settled share-based payments granted to the
employees of subsidiary companies. The £10.4m and £0.7m additions in the prior period were the
remaining deferred consideration relating to the acquisition of Autorama.
On 19 September 2024, Auto Trader Limited purchased 100% of the share capital of Autorama UK
Limited from Auto Trader Group plc pursuant to an intra-group share purchase agreement.
Auto Trader Limited is therefore now the immediate parent company of Autorama UK Limited.
The ultimate parent company of Autorama UK Limited continues to be Auto Trader Group plc.
164
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the Company financial statements
continued
3. INVESTMENTS IN SUBSIDIARIES
CONTINUED
In the prior year an impairment charge of £39.1m was recognised against the investment in Autorama
UK Limited, principally due to the requirement in the parent company to capitalise the £49.9m
share-based payment relating to the deferred consideration. No impairment charge was recognised
for the Group.
The Group’s approach to impairment testing is disclosed in note 12 to the Consolidated
financial statements.
No impairment indicators were identified for the investment in Auto Trader Holding Limited at either
the current or prior year end.
4. DEBTORS
2025
£m
2024
£m
Amounts owed by Group undertakings
1,501.0
301.1
Other receivables
0.4
0.3
Deferred tax asset
1.8
1.7
Total
1,503.2
303.1
Amounts owed by Group undertakings are non-interest-bearing, unsecured and have no fixed date
of repayment. Not all of these amounts are expected to be settled in the next 12 months. All amounts
are owed by Auto Trader Holding Limited. No expected credit loss has been recognised on the basis
of immateriality.
5. CASH AT BANK AND IN HAND
2025
£m
2024
£m
Cash at bank and in hand
0.2
0.1
6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2025
£m
2024
£m
Amounts owed to Group undertakings
(1,219.6)
(1,115.8)
Accruals and deferred income
(1.9)
(2.5)
Total
(1,221.5)
(1,118.3)
Amounts owed to Group undertakings are non-interest-bearing, unsecured and have no fixed date
of repayment.
7. FINANCIAL INSTRUMENTS
Financial instruments utilised by the Company during the year ended 31 March 2025 and the year
ended 31 March 2024 may be analysed as follows:
Financial assets
2025
£m
2024
£m
Financial assets measured at amortised cost
1,501.4
301.4
Financial liabilities
2025
£m
2024
£m
Financial liabilities measured at amortised cost
(1,221.5)
(1,118.3)
Current assets and liabilities
Financial instruments included within current assets and liabilities (excluding cash and borrowings)
are generally short term in nature and accordingly their fair values approximate to their book values.
8. DIVIDENDS
Dividends declared and paid by the Company were as follows:
2025
2024
Pence
per share
£m
Pence
per share
£m
2024 final dividend paid
6.4
57.3
5.6
51.3
2025 interim dividend paid
3.5
31.1
3.2
29.1
9.9
88.4
8.8
80.4
The proposed final dividend for the year ended 31 March 2025 of 7.1p per share, totalling £62.5m, is
subject to approval by shareholders at the Annual General Meeting (‘AGM’) and hence has not been
included as a liability in the financial statements.
The 2024 final dividend paid on 27 September 2024 was £57.3m. The 2025 interim dividend paid
on 24 January 2025 was £31.1m.
The Directors’ policy with regard to future dividends is set out in the Financial review on page 28.
165
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Notes to the Company financial statements
continued
9. CALLED-UP SHARE CAPITAL
Share capital
2025
2024
Number
’000
Amount
£m
Number
’000
Amount
£m
Allotted, called-up and fully paid ordinary shares
of 1p each
At 1 April
907,214
9.2
923,075
9.3
Purchase and cancellation of own shares
(22,513)
(0.3)
(23,711)
(0.2)
Issue of shares
–
–
7,850
0.1
Total
884,701
8.9
907,214
9.2
Under authority passed at the 2024 AGM the Company is authorised to make market purchases of
up to a maximum of 10% (89,654,939) of its own ordinary shares (excluding shares held in treasury),
subject to minimum and maximum price restrictions.
In the year ended 31 March 2025, a total of 23,873,028 ordinary shares of £0.01 were purchased. The
average price paid was 783.2p with a total consideration paid (including fees of £0.9m) of £188.2m.
Of all shares purchased, 1,360,000 were held in treasury with 22,513,028 being cancelled. In the prior
year, 7,849,782 ordinary shares were issued for the settlement of share-based payments.
Included within shares in issue at 31 March 2025 are 294,600 (2024: 312,831) shares held by the ESOT
and 4,600,897 (2024: 4,899,346) shares held in treasury, as detailed in note 10.
10. OWN SHARES HELD
Own shares held – £m
ESOT shares
reserve
£m
Treasury
shares
£m
Total
£m
Own shares held as at 31 March 2023
(0.4)
(25.6)
(26.0)
Repurchase of own shares for treasury
–
(11.1)
(11.1)
Share-based incentives
–
5.8
5.8
Own shares held as at 31 March 2024
(0.4)
(30.9)
(31.3)
Repurchase of own shares for treasury
–
(10.8)
(10.8)
Share-based incentives
–
10.5
10.5
Own shares held as at 31 March 2025
(0.4)
(31.2)
(31.6)
Own shares held – number
ESOT shares
reserve
Number of
shares
Treasury
shares
Number of
shares
Total
number of
own shares
held
Own shares held as at 31 March 2023
340,196
4,371,505
4,711,701
Transfer of shares from ESOT
(27,365)
–
(27,365)
Repurchase of own shares for treasury
–
1,496,445
1,496,445
Share-based incentives exercised in the year
–
(968,604)
(968,604)
Own shares held as at 31 March 2024
312,831
4,899,346
5,212,177
Transfer of shares from ESOT
(18,231)
–
(18,231)
Repurchase of own shares for treasury
–
1,360,000
1,360,000
Share-based incentives exercised in the year
–
(1,658,449)
(1,658,449)
Own shares held as at 31 March 2025
294,600 4,600,897 4,895,497
11. RELATED PARTIES
During the year, a management charge of £6.9m (2024: £6.7m) was received from Auto Trader Limited
in respect of services rendered.
At the year end, balances outstanding with other Group undertakings were £1,501.0m and £1,219.6m
respectively for debtors and creditors (2024: £301.1m and £1,115.8m) as set out in notes 4 and 6.
12. FINANCIAL GUARANTEES
In the prior period the Company became a financial guarantor for the arrangement between
Autorama UK Limited and its vehicle stocking loan provider, Lombard North Central PLC. As at
31 March 2025, the maximum amount the Company would be required to pay if called upon is £3.6m,
plus interest (2024: £3.6m).
The Company is also a guarantor for borrowings by its subsidiaries under the Revolving Credit Facility.
As at 31 March 2025, the maximum amount the Company would be required to pay if called upon is the
amount drawn of £nil plus accrued interest (2024: £30.0m).
The fair value of the above intra-group guarantees has not been recorded as a liability in the
Company’s balance sheet as they are not considered to be a material liability.
166
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Unaudited five-year record
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Trade
509.1
475.7
427.4
388.3
225.2
Consumer Services
42.4
39.6
34.5
33.3
26.6
Manufacturer and Agency
13.3
14.4
11.1
11.1
11.0
Autorama
36.3
41.2
27.2
–
–
Revenue
601.1
570.9
500.2
432.7
262.8
Operating costs
(227.9)
(225.0)
(225.1)
(132.0)
(104.0)
Share of profit from joint ventures
3.6
2.8
2.5
2.9
2.4
Operating profit
376.8
348.7
277.6
303.6
161.2
Net interest expense
(1.1)
(3.5)
(3.1)
(2.6)
(3.8)
Profit on disposal of subsidiary
–
–
19.1
–
–
Profit before taxation
375.7
345.2
293.6
301.0
157.4
Taxation
(93.1)
(88.3)
(59.7)
(56.3)
(29.6)
Profit after taxation
282.6
256.9
233.9
244.7
127.8
Net assets
569.4
552.3
527.3
472.5
458.7
Net bank debt/(cash) (gross bank debt less cash)
(15.3)
11.3
43.4
(51.3)
(15.7)
Cash generated from operations
399.7
379.0
327.4
328.1
152.9
Basic EPS (pence)
31.7
28.2
25.0
25.6
13.2
Diluted EPS (pence)
31.6
28.1
24.8
25.6
13.2
Dividends declared per share (pence)
10.6
9.6
8.4
8.2
5.0
167
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Shareholder information
REGISTERED OFFICE AND HEADQUARTERS
Auto Trader Group plc
4
th
Floor, 1 Tony Wilson Place
Manchester
M15 4FN
United Kingdom
Registered number: 09439967
Tel: +44 (0)345 111 0006
Web: autotrader.co.uk
Web: plc.autotrader.co.uk
Investor relations: ir@autotrader.co.uk
COMPANY SECRETARY
Claire Baty
SHAREHOLDER ENQUIRIES
Our registrar will be pleased to deal with any
questions regarding your shareholdings (see
contact details above). Alternatively, if you have
internet access, you can access shareview.co.uk
where you can view and manage all aspects of
your shareholding securely including electronic
communications, account enquiries or
amendment to address.
INVESTOR RELATIONS WEBSITE
The investor relations section of our website,
plc.autotrader.co.uk/investors, provides further
information for anyone interested in Auto Trader.
In addition to the Annual Report and Financial
Statements and share price, Company
announcements including the full-year results
announcements and associated presentations
are also published there.
CAUTIONARY NOTE REGARDING
FORWARD LOOKING STATEMENTS
Certain statements in this announcement
constitute forward looking statements
(including beliefs or opinions). ‘Forward looking
statements’ are sometimes identified by the use
of forward looking terminology, including the
terms ‘believes’, ‘estimates’, ‘aims’, ‘anticipates’,
‘expects’, ‘intends’, ‘plans’, ‘predicts’, ‘may’, ‘will’,
‘could’, ‘shall’, ‘risk’, ‘targets’, ‘forecasts’, ‘should’,
‘guidance’, ‘continues’, ‘assumes’ or ‘positioned’
or, in each case, their negative or other variations
or comparable terminology. Any statement in
this announcement that is not a statement of
historical fact including, without limitation, those
regarding the Company’s future expectations,
operations, financial performance, financial
condition and business is a forward looking
statement. Such forward looking statements
are subject to known and unknown risks and
uncertainties, because they relate to events that
JOINT STOCKBROKERS
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EC2V 7BF
INDEPENDENT AUDITOR
KPMG LLP
Chartered Accountants
1 St Peter’s Square
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M2 3AE
REGISTRAR
Equiniti Limited
Aspect House
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BN99 6DA
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Please check with your telephone provider
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may or may not occur in the future, that may
cause actual results to differ materially
from those expressed or implied by such
forward looking statements. These risks and
uncertainties include, among other factors,
changing economic, financial, business or other
market conditions. These and other factors
could adversely affect the outcome and
financial effects of the plans and events
described in this results announcement. As a
result, you are cautioned not to place reliance
on such forward looking statements, which are
not guarantees of future performance and the
actual results of operations, financial condition
and liquidity, and the development of the
industry in which the Group operates may differ
materially from those made in or suggested
by the forward looking statements set out in
this announcement. Except as is required by
applicable laws and regulatory obligations,
no undertaking is given to update the
forward looking statements contained in this
announcement, whether as a result of new
information, future events or otherwise. Nothing
in this announcement should be construed as a
profit forecast. This announcement has been
prepared for the Company’s group as a whole
and, therefore, gives greater emphasis to those
matters which are significant to the Company
and its subsidiary undertakings when viewed
as a whole.
FINANCIAL CALENDAR 2025–2026
Annual General Meeting
18 September 2025
2025 half-year results
6 November 2025
2025 full-year results
May 2026
168
Auto Trader Group plc
Annual Report and Financial Statements 2025
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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REGISTERED OFFICE AND HEADQUARTERS
Auto Trader Group plc
4
th
Floor, 1 Tony Wilson Place
Manchester
M15 4FN
United Kingdom
+44 (0)345 111 0006
ir@autotrader.co.uk
plc.autotrader.co.uk
Auto Trader Insight