Driving Change Together.
Responsibly
Autotrader Group plc
Annual Report and Financial Statements 2026
is the UK’s largest
automotive marketplace
and leading digital
platform for the
Autotrader’s purpose is Driving Change Together.
Responsibly. The Company uses advanced data
science, artificial intelligence and scalable technology
to improve how vehicles are bought and sold, while
building stronger partnerships with its customers and
the wider automotive ecosystem. Autotrader’s platform
leverages significant amounts of proprietary data and
machine learning models to power pricing, demand
forecasting and personalised consumer experiences.
These capabilities enable retailers and manufacturers
to make better decisions, improve performance and
respond to real-time market dynamics.
Autotrader is increasingly digitising the car buying
journey, from search and discovery through to financing
and purchase, enabling more of the buying journey to
take place online. Alongside this, it is using its data and
influence to support the transition to electric vehicles.
This is all underpinned by a values-led culture that
empowers its people to develop and perform, enabling
continuous innovation across its platform and products.
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53
Governance
54
Chair’s introduction
55
Governance overview
57
Board of Directors
59
Corporate governance statement
64
Report of the Nomination Committee
66
Report of the Audit Committee
72
Report of the Corporate Responsibility Committee
73
Directors’ remuneration report
83
Directors’ report
87
Financial statements
88
Independent auditor’s report to the
members of Autotrader Group plc
101
Consolidated income statement
102
Consolidated statement of
comprehensive income
103
Consolidated balance sheet
104
Consolidated statement of changes in equity
105
Consolidated statement of cash flows
106
Notes to the Consolidated financial statements
135
Company balance sheet
136
Company statement of changes in equity
137
Notes to the Company financial statements
141
Unaudited five-year record
142
Shareholder information
01
Strategic report
02
Highlights of the year
03
At a glance
04
Chair’s statement
05
CEO’s statement
08
Our strategy
10
Market overview
12
How we create value
13
Section 172(1) statement
17
Key performance indicators
20
Non-financial and sustainability information statement
21
Financial review
24
Working responsibly
43
How we manage risk
46
Principal risks and uncertainties
plc.autotrader.co.uk
Autotrader Insight
Strategic report
P02-52
02
Highlights of the year
03
At a glance
04
Chair’s statement
05
CEO’s statement
08
Our strategy
10
Market overview
12
How we create value
13
Section 172(1) statement
17
Key performance indicators
20
Non-financial and sustainability information statement
21
Financial review
24
Working responsibly
43
How we manage risk
46
Principal risks and uncertainties
How our performance, purpose, strategy and
risk management are shaping the long-term
value we deliver for our stakeholders.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
01
Highlights of the year
Continuing to deliver value
for our stakeholders
Operational
Cultural
Financial
72%
of employees
proud to work
at Autotrader
(2025: 91%)
£989.2m
returned to shareholders over
the past three years
£393m
Group operating profit
(+4% YoY)
£418m
Cash generated from
operations (+5% YoY)
34.17p
Basic earnings
per share (+8% YoY)
£624m
Group revenue
(+4% YoY)
2026
2025
2024
£250.3m
£275.7m
£463.2m
6x
more time spent on
Autotrader than all
our main competitors
combined (2025: 6x)
13,942
The average number of
retailer forecourts in the
period was down 0.5%
to 13,942 (2025: 14,013)
81.7m
monthly visits
(2025: 81.6m)
548m
monthly minutes
(2025: 557m)
RECORD NUMBERS OF BUYERS USING OUR PLATFORM
RETURNED TO SHAREHOLDERS
HELPING RETAILERS
TO POWER THEIR BUSINESSES
DIGITAL INCLUSION
Tackling digital exclusion through a new partnership
with the national charity, Good Things Foundation and
Greater Manchester Combined Authority (‘GMCA’).
The output will create a five-year roadmap to help
shape future policy.
20%
of total staff are
ethnically diverse
(2025: 19%)
Autotrader Group plc
Annual Report and Financial Statements 2026
Strategic report
Governance
Financial statements
02
CURIOUS
DETERMINED
COMMUNITY
HUMBLE
ADAPTABLE
DECISIVE
At a glance
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.
Why we exist
Our purpose:
Driving Change
Together. Responsibly
guides
our strategy, our ways of
working and our culture.
How we work
Whilst it lacks precision, our culture is often described internally as ‘doing
the right thing’, which comes through as ‘Responsibly’ in our purpose:
Who we are
Our values are the guiding characteristics that
underpin our culture. They are embedded into
our ways of working and core to our success:
What we do
Our strategy has three focus areas that
are closely interconnected, with working
responsibly embedded into everything we do:
CURIOUS
We look up, listen, think beyond the
obvious and find the Autotrader 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
AS ONE AUTOTRADER
WORKING
IN PARTNERSHIP
WORKING
AS OWNERS
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 more to be
done online
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
03
INTRODUCTION
Autotrader delivered growth in revenue and
profit this year, despite more challenging market
conditions, with continued strong demand and
constrained supply, added to by increased cost
pressure for retailers and manufacturers. During
the year, we have maintained our large and
highly engaged audience, strong brand trust and
the network effects between buyers and sellers
on our platform. Our competitive position has
strengthened when measured against other
automotive marketplaces. This market position
ensures we are well-placed to navigate both cyclical
macroeconomic shifts and the long-term trends
shaping the future of the automotive industry.
AI is one of these long-term trends, presenting
opportunity for both our business and the wider
industry. We are already seeing the application
of AI improve the buyer experience, automate
retailer tasks and enhance colleague productivity.
To support these we’re actively using over 50
AI models across our operations, combining
advanced Large Language Models with our own
proprietary, real-time dataset. While AI will change
how many users begin their research, buying a car
remains a complex, time-consuming journey for a
high-value item, where inventory changes daily. We
believe a trusted, up-to-date information source
will remain an important part of the journey and
Autotrader is well placed to continue in this role.
For retailers, we are increasingly a software
and data platform that supports profitable
retailing from sourcing through to sale. In the
last financial year, we included our AI-powered
Co-Driver product within our pricing and
packaging event, continued the roll-out of
Deal Builder, and launched Buying Signals.
Having received increased levels of feedback
in November on the roll-out of some of these
products, we remain committed to delivering
value to customers and will continue to listen
and evolve our product offering.
On behalf of the Board, I would like to thank all
our colleagues for their continued dedication,
professionalism and commitment, through
what has been a challenging year.
RESULTS OVERVIEW
In the core Autotrader business, we achieved
revenues of £585.3m, an increase of 4% on 2025.
Group revenue also increased 4% to £624.3m
(2025: £601.1m) with Autorama revenue
contributing £39.0m (2025: £36.3m). Operating
profit in the core Autotrader business was
£408.0m (2025: £394.0m), up 4% on last year,
with an operating profit margin of 70% (2025:
70%). Autorama saw reduced operating losses
of £2.0m (2025: £4.3m). Group operating profit
increased by 4% to £392.7m (2025: £376.8m),
reflecting the increase in revenue, reduced
Chair’s statement
We are already seeing the
application of AI improve the
buyer experience, automate
retailer tasks and enhance
colleague productivity.
Matt Davies
Chair
BOARD CHANGES
Megan Quinn and Adam Jay were appointed
to the Board with effect from 1 July 2025,
strengthening the Board’s technology and
digital marketplace experience. Both have
also joined the Audit, Remuneration, Corporate
Responsibility and Nomination Committees,
and at the conclusion of the 2025 AGM, Megan
assumed the role of Chair of the Corporate
Responsibility Committee. Their appointments
follow a comprehensive search led by the
Nomination Committee, supported by an
external search firm, and form an integral part
of the Board’s long-term succession planning.
These changes mark a significant refresh of the
Board following the scheduled completion of
several Non-Executive Directors’ third three-year
terms since the Company’s IPO in 2015. The Board
now benefits from a balanced mix of technology,
marketplace, retail and financial services
experience, positioning the Company well
for the years ahead.
We would also like to acknowledge Catherine
Faiers, our Chief Operating Officer, who stepped
down from the Board on 9 December 2025.
Catherine has taken up the role of Chief Executive
Officer at Moonpig plc, an opportunity that is
well deserved. Catherine made a significant
contribution to the business, and we are extremely
grateful for her leadership and impact. While we
are sad to see her leave, she departs with the very
best wishes of everyone at Autotrader.
ANNUAL GENERAL MEETING
The AGM will be held on 16 July 2026 at 11am in our
Manchester office.
Matt Davies
Chair
21 May 2026
operating loss in Autorama, and broadly
maintaining Group central costs at £13.3m (2025:
£12.9m). Group operating profit margin remained
consistent at 63% (2025: 63%). Basic earnings per
share increased 8% to 34.17p (2025: 31.66p).
UPDATED CAPITAL POLICY, WITH ACCELERATED
SHARE BUYBACK PROGRAMME
Autotrader has a long track record of strong
cash generation which we expect to continue.
Autotrader’s capital allocation policy continues
to focus on investment in the business supporting
growth, while returning approximately one third
of net income to shareholders through dividends.
We are proposing a final dividend of 7.8 pence
per share (2025: 7.1 pence per share) giving total
dividends of 11.6 pence per share for the year
(2025: 10.6 pence per share). In the year, we have
accelerated our share buyback programme,
purchasing 58.5 million shares in the year, 6.6% of
issued share capital. At year end we had drawn
£165m of our debt facility, increasing leverage
up to 0.3x. Combined with dividends we have
returned £463.2m (2025: £275.7m) to shareholders.
The Board believes the prevailing Autotrader share
price does not reflect the Company’s underlying
fundamentals or long-term prospects. Despite a
rapidly changing technology environment, our
current competitive position has strengthened, we
are adapting our car buying experience to evolve
with consumer habits, and we remain comfortable
our investment in technology is sufficient to take
full advantage of AI. We do recognise that we have
had a challenging end to the year which impacts
growth in both 2026 and 2027, although we have
seen a gradual increase in some of our core
metrics as we’ve entered the new financial year.
With this in mind, in 2027 we currently expect to
return £600m to shareholders. This will be through
purchasing c.£500m of shares (we will be seeking
authority to purchase up to 15% of issued share
capital at our AGM), as well as paying a third
of net income in dividends. Based on current
assumptions, this would increase leverage to
c.1.0x. In aggregate this returns over £1bn to
shareholders over the course of 2026 and 2027.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
04
INTRODUCTION
Our purpose, Driving Change Together.
Responsibly, guides how we use our brand,
technology and data to improve the UK
automotive market.
We can do this better than any other business
for car buyers, sellers and retailers in the UK. The
market is large, the transaction is important and
often filled with complexity for millions of buyers
and sellers every year.
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
proprietary data and services into the systems
and processes used by both our retailer partners
and wider automotive related businesses.
I would like to thank all my colleagues
across Autotrader for their commitment and
professionalism throughout the year. It has
been a demanding period, and your contribution
and teamwork has been humbling.
OUR MARKET-LEADING POSITION
For much of the past 50 years under the
Autotrader brand, we have built a large, highly
engaged audience that is difficult for others to
replicate. This year, on average each month, we
saw over nine million unique visitors, averaging
548 million (2025: 557 million) minutes of activity
on site. Through the strength of our brand, the
large majority of these buyers came direct to
Autotrader: over 80% of our visits were either
direct to our mobile apps, direct to our URL or
through searches for “Autotrader”; 13% were from
organic search; and only 4% from paid for web
traffic. Currently less than 1% of audience comes
from generative AI chat assistants.
In the year our competitive position has
strengthened. We were 11x larger (2025: 10x) than
our nearest competitor in terms of time on site,
which was against a collection of four brands.
We were 22x larger (2025: 23x) than the next
largest individual brand and six times more
time was spent on Autotrader than all our main
competitors combined. 67% of our audience was
unique to Autotrader, not visiting these other sites.
Retailer numbers softened slightly during the year,
reflecting both the more difficult cost-related
trading conditions and concerns with the speed
and nature of our Deal Builder product roll-out.
Average retailer forecourts advertising with us for
the year decreased by 0.5% to 13,942 (2025: 14,013)
and were 236/1.7% lower in the second half. Whilst
this was disappointing, we have listened carefully
to customer feedback, taken proportionate
action and remain focused on winning back
retailers and strengthening our long-term
partnership with customers.
Average revenue per retailer (‘ARPR’) increased 5%
(or £141) to £2,995 (2025: £2,854). This was primarily
driven by our April 2025 pricing and product event
which included our generative AI powered product,
Co-Driver, which automates vehicle description
generation and vehicle highlights for retailers, as
well as image tagging, ordering and optimisation.
Despite higher average live car listings of 451,000
(2025: 449,000), which was supported by an offer,
paid for stock was a drag on ARPR this year. This
was largely due to customers moderating spend at
the end of the calendar year, which also impacted
our prominence products. We are evolving our
package staircase in H1, with the aim of returning
prominence to long-term growth.
A WELL-INVESTED TECHNOLOGY
AND DATA PLATFORM
Our technology platform reflects decades of
consistent, long-term investment. We have already
transitioned fully to a modern cloud-based delivery
and data platform based largely on open-source
technologies. We’ve adopted these emerging
technologies always within our existing cost base.
The highly performant, reliable and consistent
architecture allows us to build new features quickly
on stable foundations. The recent addition of an
AI platform built using the same principles allows
us to quickly build, train and roll-out AI services and
products utilising a wide range of foundational
Large Language Models (‘LLMs’).
Alongside this, we hold a proprietary dataset
covering everything from vehicle specifications
to real-time buyer behaviour, which retailers
have come to rely on as much as our advertising
products. With the broadest view of the UK car
market, we can provide unparalleled insight into
which cars retailers should be stocking, what
retail prices they are likely to achieve, likely days
to sell and how they are performing against
competitors. We have almost 300 people in our
customer-facing teams, who are equipped with
tools that identify operational opportunities,
problem vehicles, areas of future risk and
opportunity and performance variation across
different retail sites. By combining these tools
with hands-on support, we help retailers drive
efficiencies and improve profitability over time.
The use of our data also extends beyond just
retailers to become an important industry asset,
integrated with over 220 technology partners
and increasingly central to finance and
insurance companies. The number of calls on
these technology and data services increased to
an average of 155 million per month (2025: 91 million),
demonstrating the embedded nature of this
data into many customer systems and decision-
making processes. We see further opportunity
in continuing to expand this capability to deliver
business improvements to a range of automotive
industry participants.
CEO’s statement
We are committed to delivering
more, higher quality enquiries,
that convert at double the rate
into sale for our customers, which
has always been at the core of
our Deal Builder proposition.
Nathan Coe
Chief Executive Officer
SCAN TO LISTEN TO NATHAN’S
INTERVIEW ON THE BBC BIG BOSS
Strategic report
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Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
05
CEO’s statement
continued
AI PRESENTS SIGNIFICANT OPPORTUNITY TO
IMPROVE OUR EXPERIENCES
We believe the shift in AI capability over the next
few years will be as big if not a bigger technology
transition than the internet, mobile, big data,
cloud and machine-learning. The products we
are building today provide a long runway for us to
provide an even richer experience for car buyers,
better tooling for retailers, enabling them to
automate tasks that previously relied on the
manual effort of people, and better tooling for
our colleagues enabling us to improve our ways
of working. We are well positioned to do this with
a technology stack that already has examples
of these types of products at scale today.
Our product and technology organisation
includes a growing data science and analytics
community and has had ongoing research
partnerships with Manchester Metropolitan
University and the University of Manchester
since 2019, focused on Natural Language
Processing and Large Language Models,
producing academic whitepapers and insights
that inform internal development. Our data
platform includes more than 50 proprietary
AI and machine learning models, and our
advantage lies in training these specialised
models that leverage our significant volume
of consumer, vehicle and retailer data to deliver
a level of accuracy and consistency that
general-purpose LLMs cannot achieve on their
own. Publicly available vehicle listings represent
only a small part of the required data, and our
products are dependent on deep technical
integrations including vehicle checks, integrated
retailer finance offers, and integrations with
manufacturer production systems, all of which
have been built over many years and are
generally specific to the UK.
For car buyers, we have delivered:
•
Our new “I’m looking for” AI-powered search,
which uses proprietary models to enable
car buyers to search across car listings
using categories.
•
A trial of conversational-based text search
to discover filters more easily.
•
ChatGPT app integration via Model
Context Protocol (‘MCP’), which benefits
future integrations.
•
AI-generated vehicle highlights, identifying
what characteristics are most valuable
compared to similar vehicles.
•
Improved search relevancy algorithm that
also underpins our advertising products.
•
“You may also like” suggested recommendations.
•
Specification adjusted valuations underpinning
our price flags.
•
Independent valuations for private sale, part-
exchange, sale to a retailer or a retailer auction.
•
Enhanced imagery and descriptions through
Co-Driver.
We are benefiting from a long history of investment in our technology, data and AI platform
Autotrader data
science team
established
Data science
partnership
with UoM
Acquisition of
Kee Resources
Moved critical
database
infrastructure
to the cloud
Employed full time
post-doc to work on
LLMs at MMU
Launched
first AI model
(Valuations)
Technical
migration from
private data
centres to cloud
commences
Data science
partnership with
MMU begins
Retail
Essentials
Trended
Valuations
Valuations
For retailers, we have delivered:
•
Tools that help optimise inventory
performance (pricing, retail rating, market
health, demand, supply, vehicle marketplace
performance and predicted days to sell).
•
APIs that power manufacturer and retailer
websites, business intelligence tools, point-
of-sale systems and third-party applications.
•
Improved car buyer conversion through Deal
Builder and Buying Signals.
•
Productivity improvements through AI-powered
Co-Driver image and description tools. 86% of
retailers have used one of our Co-Driver tools
since launch. There have been 1.9 million
descriptions generated and 700k smart image
re-orders. 66% of retailers have used Co-Driver
in the past 30 days.
Consumer behaviour is changing, with increased
use of conversational chat interfaces powered
by LLMs. We expect this trend to continue, with AI
taking on more of the buying experience for many
goods sold online. Whilst this change presents
some risk, car buying is a high-value, multi-step
and often regulated process, where each vehicle
is unique and changes daily. We see opportunity
to provide seamless pathways into real-time
vehicle results through efficient and effective
integrations with AI assistants and agents. As with
search engines over the past two decades, AI
agents will rely on Autotrader as a trusted source
of truth, ensuring that wherever a buyer’s journey
begins, the most accurate and up-to-date
information comes from our platform.
2014
2016
2018
2020
2022
2024
2026
13 AI driven “I’m looking for”
categories added into search
to help consumers find
vehicles based on lifestyle
needs and practical usage.
Developed connectivity for AI
agents using the emerging
standard MCP protocol – with
ChatGPT app integration live,
and more to follow.
Buying Signals – powered by
Autotrader Intelligence – helps
retailers understand exactly
what buyers want.
RECENT PROGRESS
Data lake
established
700+ services
migrated to the
cloud, physical data
centres closed
Launched
Co-Driver, our
first LLM powered
products
AUTOTRADER CONNECT
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Annual Report and Financial Statements 2026
06
Description
generated
PROMPT
TUNING
HARNESS
We are
currently
on version 11
CEO’s statement
continued
INCREASING VALUE FOR OUR RETAILERS
As part of our 1 April 2025 pricing and product
event, we included Co-Driver which anecdotally
reduces the average time taken to list a vehicle
from 28 minutes to 5 minutes, which is significant
when multiplied across more than 340,000
vehicles uploaded every month by retailers.
Vehicle Highlights, which appear on the majority
of adverts, has seen strong buyer engagement
and feedback.
We are committed to delivering more, higher
quality enquiries, that convert at double the rate
into sales for our customers, which has always
been at the core of our Deal Builder proposition.
We believe doing so will drive long-term value for
buyers, our retailer customers and Autotrader,
whilst being difficult for others to replicate. During
the year we recognised the need to change both
our approach and aspects of the product to
better accommodate the needs of some retailers.
Sentiment has now improved following our
response, which included: pausing auto-roll-out;
holding open listening sessions; establishing
customer advisory groups; and introducing
“request a reservation”.
In the year, we have continued to scale Deal
Builder, with over 6.7k retailers on the product
(March 2025: 2.0k) and 175k vehicles live at the end
of March (March 2025: 84k). Within the 6.7k retailers,
we have started onboarding some of our largest
customers with custom integrations. In the year,
we saw 137k deals with a full reservation placed
(2025: 49k), which continue to be the very best
enquiries in terms of conversion to sale.
In January 2026, we launched our Buying
Signals product, which uses a proprietary
machine learning model trained on verified but
anonymised sales transactions and consumer
interactions. Buying Signals has already featured
on over 800k enquiries, and early results indicate
that leads flagged as high-intent convert at twice
the average rate. With over 15 million enquiries
generated annually, some of which go
unanswered, the potential for better outcomes
for both car buyers and retailers is clear.
OUR CULTURE
Culture for us is as tangible and important to
our performance as our strategy, competitive
position, product and technology.
During the year, we completed the move to our new
office at Circle Square in Manchester. Although
only a short distance from our previous site,
this new campus represents a meaningful step
forward. It can accommodate all our people
and provides a modern working environment,
increased space for collaboration, improved
facilities for customers and community activity,
enhanced technology and stronger environmental
credentials. Employee engagement has fallen to
72% from 91% a year ago. It has been a challenging
year for colleagues with restructures, external
factors and a tighter approach to working in
the office. We remain committed to improving
this measure over the next 12 months. Other core
people measures including recruitment and
colleague turnover remain largely unchanged.
At the end of March 2026, women represented
43% of our organisation (March 2025: 44%) and 43%
(March 2025: 43%) of leadership roles as defined by
the FTSE Women Leaders Review. Ethnically diverse
employees represent 20% of our organisation
(March 2025: 19%), and 9% (March 2025: 10%) of
leaders. We remain focused on improving both of
these percentages, albeit in a sustainable way.
Our Board comprises four women and four 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
55% higher at c.144.1k tonnes of CO₂ across Scopes
1, 2 and 3 (2025: 93.2k tonnes). The majority of our
emissions are Scope 3, with the increase driven
by both one-off capital expenditure on our new
office and an increase in the number of vehicles
taken on balance sheet by Autorama.
OUTLOOK
We remain comfortable with our current levels of
investment such that Group operating profit margins,
excluding Vehicle & Accessory sales, will be at least
maintained. Group operating profit is expected to
be £395m – £415m for financial year 2027. With an
accelerated level of share buybacks, we anticipate
at least high single digit Basic EPS growth.
Autotrader revenue was flat year-on-year in April
2026, due to a lower run rate and a lower price
increase. However, retailer forecourts, volumes
of paid stock and package penetration are now
improving, and we expect to grow in the second
half. Full-year expectations are as follows:
•
Our pricing and product event has gone well,
growing the price lever within ARPR by £85-95.
Growth in the product lever is expected to
contribute £65-75.
•
Stock will recover resulting in an improvement
from current levels to minus £30-40 for the
full year.
•
Average retailer forecourts are now growing
but will be 1-2% lower for the full year.
•
Other revenue will be broadly flat in aggregate,
with a decline in Consumer Services offset by
growth in Manufacturer & Agency.
We expect Autorama to make a small profit for
the year, with Commission & Ancillary revenue
growing 8-12% and Vehicle & Accessory sales
of c.£40m.
As the majority of leasing transactions now
originate on Autotrader we will move to one
reported operating segment in 2027. More detail
is provided within the Financial review.
Nathan Coe
Chief Executive Officer
21 May 2026
Building on our unique data sets to enable robust customer and consumer
facing AI products
Generate
description
THE STANDARD WAY
Vehicle descriptions using a standard LLM
THE AUTOTRADER WAY
Co-Driver vehicle descriptions powered by
Generate
description
Prompt into LLM
Description
generated
MULTI-MODEL
PROMPT
CRAFTING
The system feeds
the LLM specific
data sets, rather
than raw,
unstructured
data.
Specific vehicle
highlights
Taxonomy and
spec
Service history
Reading age
Completeness
Retention
Input
contribution
Similarity
to stock
Common
phrase reuse
RIGOROUS
QUALITY
TRACKING
(often with generic language,
or specification errors)
STATISTICAL
FEATURE
HIGHLIGHTING
Highlights like
‘large boot’ are
calculated using
quintiles across
all available
stock to ensure
accuracy.
Spec adjusted
valuations
Mileage
highlights
Supply and
demand metrics
THESE ARE TYPICALLY MACHINE LEARNING MODELS
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Autotrader Group plc
Annual Report and Financial Statements 2026
07
155m
technology and
data service calls
per month
(2025: 91m)
LEVERAGING
AI TOOLS
Developing AI-enabled products for retailers
Our generative AI powered product,
Co-Driver, which automates vehicle
description generation and vehicle
highlights for retailers, as well as image
tagging, ordering and optimisation.
INCREASING
LEASING VOLUMES
Increased choice through new car and leasing
We continued to focus on integrating leasing
offers into the core Autotrader 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’).
Marketplace
– Be the best place to buy and sell a car
FOCUS
Our marketplace delivered robust revenue
and operating profit growth. In the year our
competitive position strengthened; 6x more
time was spent on Autotrader than all our
main competitors combined. Retailer numbers
softened slightly during the year, due to both
the more difficult trading conditions and the
pushback related to the speed and nature
of our Deal Builder product roll-out.
PROGRESS 2026
•
We retained record numbers of buyers, with
an average number of cross-platform visits
of 81.7 million per month (2025: 81.6 million).
•
The majority of our audience continues to
come direct to us, either through our app,
direct to our URL or through searches for
“Autotrader”, emphasising the strength of
our brand and the role we play in searching
real-time inventory.
•
Achieved 5% ARPR growth from pricing
and product initiatives, which included
the launch of our Co-Driver product.
•
Live car listings increased marginally
year-on-year to 451,000 (2025: 449,000).
•
Supported the EV transition, with EVs
making up 24% of new car stock.
Our strategy
ASSOCIATED RISKS
1
2
3
4
5
6
7
8
9
10
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 continuously
and responsibly
9.
Climate change
10.
Reliance on third parties
and partners
PRINCIPAL RISKS
Platform
– Be the industry’s data and technology platform
FOCUS
Our technology platform reflects a decade
of consistent, long-term investment. We have
already transitioned from legacy systems to
a modern cloud-based delivery and data
platform capable of managing the full data
lifecycle. We’ve adopted these emerging
technologies always within our existing cost
base. Our AI gateway enables us to abstract
our proprietary models from open-source
LLMs (‘Large Language Models’), ensuring
we can integrate the latest innovations while
maintaining our unique data advantage.
PROGRESS 2026
•
Saw strong adoption of platform data,
tools and technology, with high engagement
across integrated retailers and over 220
technology partners.
•
The number of calls on these technology
and data services increased to average 155
million per month (2025: 91 million),
demonstrating the embedded nature of
this data into many customer systems and
decision-making processes.
•
Launched new “I’m looking for” AI-powered
suggested search, which uses a proprietary
LLM to enable car buyers to search across
makes and models using categories in more
natural language.
•
Productivity improvements through AI-powered
Co-Driver image and description tools.
ASSOCIATED RISKS
5
8
10
HOW WE MEASURE PROGRESS
•
API calls on average per month
•
Number of lender integrations
•
Number of product releases
2.5x
car leasing
volumes up
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
Strategic report
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Autotrader Group plc
Annual Report and Financial Statements 2026
08
72%
of employees say
they’re proud to
work for Autotrader
(2025: 91%)
DRIVING
POSITIVE CHANGE
Working responsibly is central to our purpose
and strategy. We are committed to doing
business the right way, acting with integrity,
and measuring and reporting transparently
to drive meaningful change.
Digital retailing
– Be the enabler for more to be done online
FOCUS
We are committed to delivering more, higher
quality enquiries, that convert at a high rate
into sale for our customers, which has always
been at the core of our Deal Builder proposition.
We believe doing so will drive long-term value
for buyers, our retailer customers and
Autotrader, whilst also being difficult for others
to replicate. We have launched Buying Signals
which identifies high-intent leads and buying
preferences, allowing retailers to prioritise
those buyers that are most ready to buy.
PROGRESS 2026
•
In the year, we have continued to roll out Deal
Builder, with over 6.7k retailers on the product
(March 2025: 2.0k) and 175k vehicles live at the
end of March (March 2025: 84k).
•
As part of the 6.7k retailers, we have begun
onboarding some of our largest customers
with custom integrations.
•
In November 2025, we received some
negative sentiment around the Deal
Builder products. We subsequently held
customer listening sessions, made product
variations, tested various front-end
consumer journeys and changed the
language around “Deals” which was
causing confusion for some customers.
Our strategy
continued
ASSOCIATED RISKS
3
5
8
10
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 continuously
and responsibly
9.
Climate change
10.
Reliance on third parties
and partners
PRINCIPAL RISKS
c.6,700
retailers live with
Deal Builder in March
2026 (2025: c.2,000)
HOW WE MEASURE PROGRESS
•
Number of Deal Builder customers
•
Number of Deal Builder live stock
•
Number of submitted deals
•
Number of leasing vehicles delivered
Working responsibly
– Be a responsible business
FOCUS
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.
PROGRESS 2026
The environment
•
Further engagement with Government
departments, including participation in
Parliamentary groups and committees.
•
Continued our partnership with the
Carbon Literacy Trust and funding of the
Automotive and Digital & Tech Carbon
Literacy Sector Toolkits.
Our people & communities
•
Developing our leaders through investment
in tools and resources and our “Leader as
Coach” programme.
•
Partnered with the Good Things Foundation
to support research and strategic planning
focused on digital inclusion.
•
Launched our first T-Level placement and
expanded our L4 software engineering
apprenticeship.
Our governance & compliance
•
Established our Responsible Change Forum
to drive forward our ESG priorities.
ASSOCIATED RISKS
6
7
9
HOW WE MEASURE PROGRESS
•
See our cultural KPIs and Working
responsibly section
LAUNCHED
BUYING SIGNALS
Gives retailers the power to understand
exactly what buyers want
High-intent, local buyers
Spot high-intent buyers in your area using
AI-driven signals, so you can focus on leads
most likely to convert.
Deep insight into buyer preferences
Understand exactly what buyers want, from
preferred make and model to mileage, age,
and price range. Buying Signals gives the
clearest summary of individual preferences.
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Annual Report and Financial Statements 2026
09
2025
2026
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
7.3
7.6
7.7
6.9
7.5
6.5
7.7
7.9
7.9
8.2
7.8
7.3
7.3
6.7
6.7
Car transactions – million
Financial year
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
Market overview
0.0
0.5
1.0
1.5
2.0
2.5
3.0
2025
2026
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2.0
2.0
2.1
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
Financial year
A resilient market growing in both volume and value
NEW CAR REGISTRATIONS
New car registrations grew 5% over the past
12 months to 2.1 million (2025: 2.0 million), with
growth coming through the retail channel
for the first time in four years. We have seen
a notable increase in volumes from newer
Chinese manufacturers, providing franchise
retailers with opportunities to broaden their
portfolios at a time when profitability in some
established brands has come under pressure,
partly due to the costs of meeting the Zero
Emission Vehicle (‘ZEV’) mandate.
The electric transition remains integral to
the health of the new car market, with EVs
achieving a record 23.4% share (nearly half
a million registrations), while the Government’s
new Electric Car Grant, launched in 2025
successfully stimulated private demand.
With increasing numbers of models becoming
eligible for the grant, it opened up EVs to a
wider pool of buyers.
However, mixed messaging from the
Government is risking interest in EVs, as a
newly proposed pay per mile EV tax (Electric
Vehicle Excise Duty) threatens to erode the
cost savings of running an EV. Despite
regulatory complexities, the market benefits
from stiff competition, with 72 brands now
operating in the UK. This has created an influx
of affordable electric models, expanding
consumer choice and affordability.
USED CAR TRANSACTIONS
The used car market demonstrated exceptional
resilience throughout the financial year,
concluding 2026 with 7.7 million transactions,
representing steady 1% year-on-year growth.
This sustained recovery provides a very robust
foundation for the next financial year. With new
registrations also increasing, the combined UK
car market is moving closer to 10 million total
transactions, effectively returning the industry
to its pre-pandemic scale for the first time
since 2019.
This growth is driven by continued consumer
appetite for vehicle ownership. Last year we
recorded nearly one billion platform visits to
Autotrader, helping our partners’ stock to
continue turning over at a highly profitable pace.
While demand is secure, the market faces
structural supply headwinds as the estimated
2.5 million “lost” pandemic registrations age
through the vehicle parc. This shortfall is now
maturing into a “cliff edge” for middle-aged
stock, resulting in a forecasted 17% drop in the
availability of 5-7-year-old vehicles over the
next two years. However, by leveraging our
unparalleled data and AI-powered tools,
retailers are well equipped to navigate these
supply gaps, adapt their forecourts, and
fully capitalise on the very strong levels of
buyer engagement.
New car registrations
Used car transactions
Strategic report
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Annual Report and Financial Statements 2026
10
Market overview
continued
New
Scrapped
Car parc
UK car parc – million
New / (scrapped) – million
2024
2025
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Calendar year
0.5
1.0
1.5
2.0
2.5
3.0
(2.5)
(2.0)
(1.5)
(1.0)
(0.5)
0.0
35.0
36.0
37.0
29.0
30.0
31.0
32.0
33.0
34.0
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
16,000
18,000
20,000
2024
2025
2026
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
Financial year
UK car parc
Average used vehicle price
£
LONG-TERM PRICES
Over the past financial year, the automotive
market has demonstrated remarkable
resilience. We have seen used car retail
prices stabilise and return to normal seasonal
patterns, with average values averaging
£17,597 across financial year 2026.
Looking ahead, we confidently expect the
value of both new and used cars to continue
increasing over the long term. This upward
trajectory is not purely inflationary; it is
fundamentally driven by the longer useful
lives of modern vehicles, enhanced
technological functionality, and the ongoing
structural shift towards higher-value electric
vehicles (‘EVs’). Crucially, as vehicle values rise,
historical data shows retailer gross margins
remain consistently stable between 9% and 11%.
Empowered by our proprietary data and
800,000 daily market observations, retailers
are equipped to price accurately to live market
demand. This ensures that higher vehicle
prices reliably translate into higher absolute
gross profits, underpinning robust, growing
profit for the industry.
UK CAR PARC
The UK car parc has continued to grow steadily,
increasing by just over 300,000 vehicles – or
around 1% per year on average over the past
two decades, reaching 37 million today.
Transaction volumes have also generally
grown at a similar pace, as the speed at which
the overall car parc turns has consistently
ranged between three and four years over
this period. These long-term trends were
temporarily disrupted during the COVID-19
pandemic, when new car production fell to
levels below those seen during the 2008-09
financial crisis. The resulting constraints on
supply across several age bands reduced
supply and accelerated stock turn. These
cyclical movements are typical, and while we
expect periods of both above and below trend
growth, the underlying drivers of a growing
population, an expanding parc and increasing
transaction volumes remain firmly in place.
plc.autotrader.co.uk/news-views/retail-price-index/
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Annual Report and Financial Statements 2026
11
La
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Value created for shareholders
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 relationship with both customers
and car buyers, as well as presenting long-term growth
opportunities. Autotrader is continuing to bring more of
the car buying journey online, creating an improved buying
experience for both buyers and sellers.
Our people
We continue to evolve our culture so everyone
can develop and achieve their career
aspirations, in an environment that supports
collaboration, wellbeing and creativity.
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
Industry-leading
valuations and
vehicle data
Our key drivers of value
Powering the automotive ecosystem
How we create value
Creating value as the UK’s largest automotive marketplace
and leading digital platform for the automotive industry
A growing automotive
market and profit pool
1
Our market-leading position
2
Our heritage of innovation
3
A focused and consistent strategy
4
Our purpose and culture
5
DATA
Industry-leading data, insight & taxonomy
PLATFORM
High-quality technology platform
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.
Strategic report
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Autotrader Group plc
Annual Report and Financial Statements 2026
12
Considering our
stakeholders
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 Autotrader Leadership
Team are dedicated to upholding our high
standards of business conduct.
A detailed stakeholder framework is applied
to all decision papers prepared for the Board in
advance and is key to thoughtful and considered
boardroom discussions.
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).
Considering the long-term consequences
of our decisions
How we create value
P12
Strategic progress
P08
Material decisions made
P16
Considering the interests of our employees
How we create value
P12
Our stakeholders
P14
Our people & communities
P35
The need to foster good relationships
with our stakeholders
How we create value
P12
Our stakeholders
P14
Considering our impact on the
environment and our community
Report of the Corporate Responsibility
Committee
P72
Our ESG strategy
P25
TCFD disclosures
P30
Maintaining high standards of conduct
Governance
P53
How we manage risk
P43
Our governance & compliance
P40
Acting fairly between stakeholders
How we create value
P12
Our stakeholders
P14
Section 172(1) matters
Our purpose is Driving Change Together. Responsibly
We are
driving change
in
an industry that needs to
evolve to adapt to changing
consumer needs, and the
changing product, as
electric vehicles become
the mainstream.
Our business model results in
bringing
together
a diverse set
of stakeholders – consumers,
customers (including retailers,
manufacturers and other
customers), suppliers and
partners – underpinned by our
collaborative, people-led culture.
We are committed to acting
responsibly
through our
focus on diversity and
inclusion, the environment,
our sustainability practices
and maintaining high levels
of ethical conduct, trust
and transparency.
The Directors of the Company have acted in
a 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.
Section 172(1) statement
P 24 For our full list of material issues
Strategic report
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Financial statements
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Annual Report and Financial Statements 2026
13
Maintaining stakeholder
relationships
We highlight our key stakeholder groups, their
importance to our business, their priorities, and how
both the organisation and the Board engage with
them and respond through meaningful actions.
Where engagement does not take place directly with the
Board, stakeholder feedback is communicated through
detailed reports to the Board and/or its Committees
throughout the year to inform decision-making.
A strong understanding of our stakeholders and their
diverse interests enables the Board to consider the
potential impact and long-term consequences
of its decisions as part of boardroom discussions.
Consumers
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
Autotrader through product
choice, quality and cost.
•
Establishing two-way lasting
partnerships.
HOW DO WE ENGAGE WITH
OUR CUSTOMERS?
•
Newly established Customer
Advisory Groups for retailer
customers.
•
Board members accompany
sales teams on customer visits.
•
Retailer sentiment surveys.
•
Hosting regular forums with
CEOs of major and mid-tier
retailers, manufacturers, car
supermarkets and automotive
finance and technology
companies to share our latest
data and insight and gain
their input.
•
Leadership Team participates
in a business partnering
programme.
•
Telesales and field sales teams
maintain ongoing
communication with customers.
•
Publishing regular thought
leadership and insight-driven
reports, such as the Road to
2030 Report and our monthly
market intelligence updates.
•
Regular communication through
our marketing channels.
WHAT ACTIONS DID WE TAKE?
•
Created Customer Advisory
Groups following customer
feedback to our Deal Builder
roll-out (see page 16).
•
Developed a dashboard to track
and monitor customer
sentiment which is circulated
to the Board.
•
Organised timely webinars
to support retailers on topics
such as the FCA Commissions
court ruling.
•
Hosted and attended industry
events and masterclasses to
share insights and discuss key
market topics.
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 feels 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 employees from
across the business, engages
with the Board (without
management present).
•
Regular employee engagement
surveys.
•
Annual all-employee
conference, regular virtual
business updates and daily
updates via slack.
•
Open wellbeing forums.
•
Health and safety assessments.
•
Independent whistleblowing
service.
WHAT ACTIONS DID WE TAKE?
•
Ran both an Inclusive People
Management Programme and
Diverse Talent Accelerator,
focused on developing diverse
talent across the business.
•
Launched a new ‘Leader as
Coach’ programme for all our
people managers.
•
Ongoing review and refresh
of annual employee benefits
including a change to our
pension plan.
•
Benchmarking of salary and
benefits in line with the market.
•
Continuing with annual Save
As You Earn share scheme and
One Autotrader Share Award.
•
Offered a free financial
wellbeing education session
conducted by an external
leading specialist.
•
Moved into new office in Circle
Square, Manchester.
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 trust and confidence in
Autotrader as a marketplace.
WHAT MATTERS TO
OUR CONSUMERS?
•
Wide choice of vehicles and
choice of ways in which to buy
•
Hassle free and trusted buying
and selling processes.
•
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 purposes
looking into their car buying
intentions and beyond.
•
Conducting consumer user
testing for new and existing
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
to communicate.
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 Autotrader
Leadership Team (‘ALT’)
and Board to factor into
decision-making.
Section 172(1) statement
continued
The environment
Our people & communities
Our governance & compliance
MATERIAL ISSUES
(retailers, manufacturers and other customers)
MATERIAL ISSUES
2
Data privacy and security
4
Product innovation
5
Customer satisfaction
11
Driving transparency
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
14
Partners & suppliers
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 change.
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 support our
charitable initiatives, including
the Autotrader Community Funds.
•
We support and partner with
organisations such as Manchester
Digital, Good Things Foundation
and the Automotive 30% Club, to
address issues such as the national
tech skills shortage, digital
inclusion and the gender gap.
•
We work with local schools and
colleges through our STEM
ambassador programme to
support early career development.
•
We regularly share data and
insights with industry bodies and
Government departments to
shape policies that support the
mass adoption of electric vehicles.
WHAT ACTIONS DID WE TAKE?
•
The Corporate Responsibility
Committee holds the business
accountable for its cultural KPIs
and external reporting. We also
established the Responsible
Change Forum to drive our
ESG strategy.
•
Continued Carbon Literacy
training for all employees and
funded a new Carbon Literacy®
Toolkitforthedigital&techindustries.
•
Formed a new long-term
partnership with Good Things
Foundation and Greater
Manchester Combined Authority
to fund a new project aimed at
eradicating digital exclusion in
Greater Manchester and beyond.
•
Launched our new public affairs
campaign focus for the year:
No Driver Left Behind, sharing
key consumer insights with the
industry to ensure an accessible
and equitable transition to EVs.
•
Charitable donations of £590k
through a mixture of Community
Funds and sponsorships.
•
Our employees took 513
volunteering days during the
year, making a difference in
local communities.
•
Continued to invest in our
Autotrader Community Funds
which aim to deliver financial
support to local community
groups. We operate four different
funds which support grassroots
community organisations.
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
being a responsible business and
focusing on key 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.
•
Sharing relevant industry-
related data and internally
produced market reports with
analysts and investors on a
monthly basis.
WHAT ACTIONS DID WE TAKE?
•
Continued with our capital
policy and share buyback
programme, accelerating
buybacks (see page 16).
•
Paid an interim and final dividend.
•
Continued succession planning
to ensure the Board remains
independent.
•
Maintained 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
WHY ARE OUR PARTNERS AND
SUPPLIERS IMPORTANT TO US?
Our suppliers and partners
support our 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 and fostering an open
dialogue for collaborative
relationships and creating
opportunities for shared
learning.
•
Implementing structured
procurement processes to
onboard new suppliers and then
conducting regular check-ins
for familiarisation, updates and
building ongoing relationships.
•
Agreeing initial ways of working
with new suppliers and partners
and providing feedback
throughout ongoing projects.
WHAT ACTIONS DID WE TAKE?
•
Regularly monitoring and
reviewing metrics such as
financial health, IT security
and operating resilience.
•
Reporting on the time taken
to pay suppliers within agreed
payment terms.
•
Using our Supplier Code of
Conduct to guide a holistic
assessment of cultural
alignment when selecting
suppliers and partners.
Section 172(1) statement
continued
MATERIAL ISSUES
4
Product innovation
13
Responsible supply chain
16
Ethics and integrity
The environment
Our people & communities
Our governance & compliance
MATERIAL ISSUES
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
15
Section 172(1) statement
continued
Deal Builder roll-out and
stakeholder feedback
CONTEXT
We remain in a unique position to connect online journeys
to offline retailer forecourt visits. Today, these journeys
typically start on Autotrader and transfer into retailers’
systems and processes through our Retailer Portal and
APIs. Our Deal Builder product makes this process easier,
faster and more effective for car buyers and retailers. In
May 2025, we made our Deal Builder product part of our
core proposition, accelerating adoption and materially
increasing the number of deals being submitted on
Autotrader, thereby strengthening the competitive
moat for our core business.
BOARD CONSIDERATIONS
In reviewing the acceleration plan, the Board considered
the impact across stakeholder groups:
•
Consumers would benefit from a more consistent
marketplace experience, with flexible ways to engage
with retailers and less friction for the many buyers who
arrive at a forecourt without prior contact.
•
The finance journey within Deal Builder considered
legal & regulatory compliance.
•
Retailers would gain a smoother online to offline sales
journey, higher conversion, less administrative effort
and improved out-of-hours activity.
•
Shareholder value would be increased for the long term,
through a stronger differentiated, subscription-based
business with opportunities to enhance monetisation
of ancillary products. The Board also recognised that
the technical complexity of the solution presents a
meaningful competitive advantage.
OUTCOME AND MANAGEMENT RESPONSE
We recognise the impact of a social media campaign
in November 2025, which whilst prompted by the
accelerated roll-out of Deal Builder, also reflected broader
concerns in what had been a difficult trading period
for many. This was disappointing given the significant
investment we make in supporting retailers, but it also
highlighted areas we need to improve. We received
constructive feedback and took swift action.
This included:
•
Holding listening sessions open to all customers
in London and Manchester.
•
Establishing formal Customer Advisory Groups for
independent and franchise retailers, complementing
our existing monthly forums which typically include
businesses representing c.1,700 retailer forecourts.
•
Introducing a “request reservation” option within Deal
Builder for retailers whose processes were not aligned
with full reservations.
•
Updating the product page to increase the
prominence of lead types most valued by retailers.
•
Pausing the auto-roll-out of Deal Builder to enable
direct engagement with retailers ahead of onboarding.
•
Testing changes to consumer sign-in requirements
for submitting enquiries.
•
Clarifying language so retailers do not assume
we are completing transactions which is how they
understand “Deal”.
All actions were debated with the Board and received its
full support. Feedback from retailers already using Deal
Builder and Buying Signals remained positive, and the
Board continues to view these products as integral to
Autotrader’s future platform experience.
Capital policy
CONTEXT
Autotrader’s long-term capital allocation policy
focuses on investing in the business to support
growth while returning approximately one-third of
net income to shareholders through dividends. Any
surplus cash generated following these activities
is allocated to continuing the Company’s ongoing
share buyback programme.
Amid widespread share price declines across
nearly all major classifieds platforms globally,
driven by concerns over AI-driven disruption,
Autotrader’s share price also experienced a
significant decline during financial year 2026.
Consequently, the Company’s earnings multiple
fell to historic lows, presenting a potential
opportunity to review this capital policy.
BOARD CONSIDERATIONS
The Board reviewed whether the materially lower
share price presented an opportunity to enhance
shareholder value by utilising debt capacity to
reduce capital. In doing so, it considered:
•
Alternative approaches to reducing capital,
including standard share buybacks, tender
offer or special dividend with consolidation;
•
Existing and potential increased debt facility;
•
The impact on EPS, interest costs and liquidity;
•
The effect on leverage, informed by modelling
that indicated additional borrowing capacity
could support incremental repurchases,
subject to remaining fiscally responsible;
•
Alignment with the existing capital policy and
long-term capital allocation priorities; and
•
The impact on remuneration plans, as detailed
in the DRR on page 73.
OUTCOMES
The Board believes the prevailing Autotrader
share price does not reflect the Company’s
fundamentals or long-term prospects. Despite
a rapidly changing technology environment, our
current competitive position has strengthened,
we are adapting our car buying experience to
evolve with consumer habits, and we remain
comfortable our investment in technology is
sufficient to take advantage of AI. We do
recognise that we have had a challenging end to
the year which has impacted growth in both 2026
and 2027, although we have seen a gradual
increase in some of our core metrics as we’ve
entered the new financial year.
With this in mind, in 2027 we will continue to assess
the attractiveness of the share price and currently
expect to return c.£600m to shareholders. This will
be through purchasing c.£500m of shares and we
will be seeking authority to purchase up to 15% of
issued share capital at our AGM, as well as paying
a third of net income in dividends. Based on
current assumptions, this would increase leverage
to c.1.0x. In aggregate this returns over £1bn to
shareholders over the course of FY26 and FY27.
RELEVANT STAKEHOLDERS
•
Consumers
•
Customers
•
Our People
RELEVANT STRATEGIC
PRIORITIES:
Marketplace
Platform
Digital retailing
Working responsibly
OUR STRATEGIC PRIORITIES
Material decisions taken by the Board
Here are examples of two key decisions taken this financial
year, illustrating how the Board has had regard to the matters
set out in s.172, including where the Board discussed,
considered and balanced stakeholder interests.
RELEVANT STAKEHOLDERS
•
Investors
•
Our People
RELEVANT STRATEGIC
PRIORITIES:
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
16
2026
2025
2024
2023
624.3
601.1
570.
9
500.2
2,995
2,854
2,721
2,437
2026
2025
2024
2023
392.7
Margin
63%
Margin
63%
Margin
61%
Margin
55%
376.8
348.7
277.6
2026
2025
2024
2023
2026
2025
2024
2023
34.16
31.66
28.15
25.01
418.0
399.7
379.0
327.4
2026
2025
2024
2023
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
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 continuously
and responsibly
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
Autotrader advertising package.
PROGRESS
Group revenue increased by 4% year-on-year, with
Autotrader revenue increasing to £585.3m, also
up 4% on the prior year. Trade revenue grew by 4%
to £531.3m, reflecting contributions from Retailer,
Home Trader and other smaller revenue streams.
Autorama generated £39.0m of revenue,
comprising £29.6m from Vehicle & Accessory sales
and £9.4m from Commission & Ancillary revenue.
Revenue
£m
Linked to remuneration?
Yes
PROGRESS
ARPR grew 5%/£141 in the year to £2,995, driven by
our product and pricing levers. Our annual pricing
and packaging event combined a like-for-like price
increase with additional products, including
Co-Driver. Stock had a negative contribution in the
year due to a small decline in retailers and some
customers moderating spend in the fourth quarter.
Average revenue per retailer
1
(‘ARPR’)
£ per month
Linked to remuneration?
No
PROGRESS
Group operating profit increased by 4% to £392.7m,
reflecting the increase in revenue and reduced
losses of £2.0m in Autorama. Operating profit in the
core Autotrader business was £408.0m, up 4% on
last year. Group operating profit margin remained
at 63%.
Operating profit
£m
Linked to remuneration?
Yes
PROGRESS
Basic EPS increased by 8% year-on-year, 4% more
than the increase in net income. We purchased
and cancelled 58.5 million shares during the year,
resulting in the average number of shares in issue
declining 4%.
Linked to remuneration?
Yes
PROGRESS
Cash generated from operations increased
5%, largely driven by the increases in Group
operating profit.
Cash generated from operations
£m
Linked to remuneration?
No
2026 PROGRESS
+4%
LINK TO RISKS
1-10
2026 PROGRESS
+5%
LINK TO RISKS
1-10
2026 PROGRESS
+4%
LINK TO RISKS
1-10
2026 PROGRESS
+8%
LINK TO RISKS
1-10
2026 PROGRESS
+5%
LINK TO RISKS
1-10
Basic EPS
Pence per share
OUR PRINCIPAL RISKS AND UNCERTAINTIES
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
17
81.7m
81.6m
77.5m
69.6m
2026
2025
2024
2023
548m
557m
553m
514m
2026
2025
2024
2023
13,942
14,013
13,783
13,913
2026
2025
2024
2023
1,244
1,267
1,233
1,160
2026
2025
2024
2023
451,000
449,000
445,000
437,000
2026
2025
2024
2023
Key performance indicators
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
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 Autotrader 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. FTEs are
reported internally each month; the full-year number is
the average of those.
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 marginally
increased to 81.7 million per month (2025: 81.6 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, decreased by 2% to an average of 548 million
per month (2025: 557 million). We continue to
account for over 75% of all minutes spent on
automotive classified sites and were 11x larger
than our nearest 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 decreased 1% to 13,942
(2025: 14,013). This reflects both the difficult trading
conditions and the pushback related to the speed
and nature of our Deal Builder product roll-out.
Number of retailer forecourts
3
Average number per month
Linked to remuneration?
No
PROGRESS
The average number of FTEs declined 2% to 1,244,
as we stabilise resourcing levels currently required
to support the business.
Linked to remuneration?
No
PROGRESS
The average number of live cars advertised on
Autotrader increased to 451,000 (2025: 449,000).
Average underlying live used car stock declined
marginally in the year to 428,000 (2025: 429,000).
Therefore, growth was driven by new car stock,
which increased on average to 23,000 (2025: 20,000).
Live car stock
5
Average number per month
Linked to remuneration?
No
2026 PROGRESS
+0%
LINK TO RISKS
2, 4, 7, 8
2026 PROGRESS
-2%
LINK TO RISKS
2, 4, 7, 8
2026 PROGRESS
-1%
LINK TO RISKS
2, 4, 7, 8
2026 PROGRESS
-2%
LINK TO RISKS
6
2026 PROGRESS
0%
LINK TO RISKS
2, 4, 7, 8
Number of full-time equivalent
employees (‘FTEs’)
4
Average number (including contractors)
OUR PRINCIPAL RISKS AND UNCERTAINTIES
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
18
72%
91%
97%
91%
2026
2025
2024
2023
43%
44%
44%
43%
2026
2025
2024
2023
43%
43%
42%
40%
2026
2025
2024
2023
20%
19%
17%
15%
2026
2025
2024
2023
9%
10%
6%
8%
2026
2025
2024
2023
144,124
93,100
98,941
79,540
2026
2025
2024
2023
Key performance indicators
continued
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
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
CULTURAL
1.
Based on an all-employee survey in April 2026 asking
people to rate the statement “I am proud to work
for Autotrader”.
2.
We include those who have chosen not to specify their
ethnicity in the calculation.
3.
A leadership position is defined as ALT and their direct
reports minus positions with Senior or Principal job titles
within the Product & Tech function.
4.
The total amount of CO
2
emissions includes Scope 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
This year we saw a reduction in our proud to work
at Autotrader KPI to 72%. We remain committed to
improving this measure over the next 12 months.
Employee engagement
1
% of employees who are proud to work at Autotrader
Linked to remuneration?
Yes
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 marginally decreased
to 43% (2025: 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 has remained at 43% (2025: 43%).
Of the 100 people in leadership positions who
define their gender when asked, 43 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 20% (2025: 19%).
Of the 1,179 people who disclose their ethnicity
when asked, 242 are ethnically diverse. There were
60 employees (5%) 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 decreased in the year to 9%
(2025: 10%). Of the 100 people in leadership
positions, 96 define their ethnicity when asked;
9 are ethnically diverse.
Ethnically diverse representation
as a % of leadership
2,3
% as at March each year
Linked to remuneration?
Yes
2026 PROGRESS
-19%
LINK TO RISKS
6, 7
2026 PROGRESS
-1%
LINK TO RISKS
6, 7
2026 PROGRESS
0%
LINK TO RISKS
6, 7
2026 PROGRESS
+1%
LINK TO RISKS
6, 7
2026 PROGRESS
-1%
LINK TO RISKS
6, 7
Ethnically diverse representation
as a % of total staff
2
% as at March each year
OUR PRINCIPAL RISKS AND UNCERTAINTIES
PROGRESS
GHG emissions during the year totalled 144.1k tonnes
of CO
2
(March 2025: 93.2k tonnes). Most of our CO
2
emissions are Scope 3; the material increase is
attributable to a greater volume of vehicles sold
by Autorama that pass through the balance sheet
and the capex incurred as part of our Manchester
office relocation.
Total CO
2
emissions
4
Tonnes of carbon dioxide equivalent
Linked to remuneration?
Yes
2026 PROGRESS
+55%
LINK TO RISKS
3, 9, 10
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
19
Non-financial and sustainability information statement
Please note, certain Group policies are not published externally.
NON-FINANCIAL AND SUSTAINABILITY INFORMATION
The table below sets out where stakeholders can find further non-financial and sustainability information.
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. SASB assigns Autotrader to Internet & Media Services
and the following disclosure sets out our progress according to the SASB standard for that sector.
NON-FINANCIAL
RISKS
POLICIES AND
PROCEDURES
WHERE TO READ
MORE WITHIN THIS
ANNUAL REPORT
EMPLOYEE GUILDS,
NETWORKS AND
WORKING GROUPS
ENVIRONMENTAL
•
Environmental Policy
Environment section,
pages 28 to 34, which also
sets out our statutory
carbon emissions and
energy data (page 33)
•
Environmental Strategy
working group
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 36 to 38
•
Section 172(1)
statement: pages
13 to 16
•
Stakeholder engagement
•
Board Engagement Guild
•
Ethnicity Network
•
Women’s Network
•
LGBT+ Network
•
Parents’ Network
•
Disability &
Neurodiversity Network
•
Social Mobility Network
•
Wellbeing Guild
SOCIAL AND
COMMUNITY
•
Ethical Procurement
Policy
•
Customer Charter
•
Volunteering days
•
Environmental Policy
•
Diversity and inclusion:
pages 36 to 38
•
The environment:
pages 28 to 34
•
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
40 to 42
—
ANTI-BRIBERY AND
ANTI-CORRUPTION
•
Anti-bribery, Gifts and
Hospitality Policy
•
Whistleblowing Policy
•
Governance &
compliance: pages
40 to 42
—
BUSINESS MODEL
—
•
How we create value:
page 12
—
PRINCIPAL RISKS
—
•
Principal risks and
uncertainties: pages
46 to 50
—
NON-FINANCIAL
KEY PERFORMANCE
INDICATORS
—
•
Operational and cultural
KPIs: pages 17 to 19
—
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 33.
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 40 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, Autotrader 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 (including the Information
Commissioner’s Office (‘ICO’)) and impacted
individuals where we are legally required and
within the mandated timeframes. No sanctions
relating to the Group’s data security or breach
management were issued during 2025/26.
Description of approach to identifying and
addressing data security risks, including
use of third-party cyber security standards.
See page 40 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 121 foreign nationals,
representing 9.8% of total employees as at
31 March 2026.
Employee engagement as a percentage.
72%, see pages 19 and 37.
Percentage of gender and racial/ethnic
group representation for:
1.
Management.
2.
All other employees.
See page 38.
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 associated with
anti-competitive behaviour regulations.
Autotrader Group plc
Annual Report and Financial Statements 2026
20
Strategic report
Governance
Financial statements
Financial review
GROUP RESULTS
2026
£m
2025
£m
Change
%
Revenue
624.3
601.1
4%
Operating costs
(235.7)
(227.9)
(3%)
Share of profit from
joint ventures
4.1
3.6
14%
Group operating profit
392.7
376.8
4%
Group operating profit
margin
63%
63%
0% pts
Group revenue increased by 4% to £624.3m
(2025: £601.1m) driven by Autotrader revenue
which increased by 4% to £585.3m
(2025: £564.8m) with Autorama contributing
£39.0m (2025: £36.3m). Group operating profit
also grew by 4% to £392.7m (2025: £376.8m).
Autotrader operating profit increased by 4% to
£408.0m (2025: £394.0m), which included £4.1m
share of profit from joint ventures (2025: £3.6m).
Autorama had an operating loss of £2.0m
(2025: £4.3m).
2026
£m
2025
£m
Change
%
Autotrader
408.0
394.0
4%
Autorama
(2.0)
(4.3)
53%
Group central costs
– relating to Autorama
acquisition
(13.3)
(12.9)
(3%)
Group operating profit
392.7
376.8
4%
Group central costs comprise an amortisation
charge of £13.3m (2025: £12.9m) relating to the
Autorama intangible assets acquired. Group
central costs, which will be consolidated into
total depreciation & amortisation in 2027, will
be £13.0m for the year.
Group profit before tax increased by 3% to
£388.8m (2025: £375.7m). Cash generated
from operations was £418.0m (2025: £399.7m).
AUTOTRADER RESULTS
Revenue increased to £585.3m (2025: £564.8m),
up 4% when compared to the prior year. Trade
revenue, which comprises revenue from Retailer,
Home Trader and other smaller revenue streams,
also increased by 4% to £531.3m (2025: £509.1m).
2026
£m
2025
£m
Change
%
Retailer
501.1
480.0
4%
Home Trader
16.7
16.1
4%
Other
13.5
13.0
4%
Trade
531.3
509.1
4%
Consumer Services
38.8
42.4
(8%)
Manufacturer &
Agency
15.2
13.3
14%
Autotrader revenue
585.3
564.8
4%
Retailer revenue increased by 4% to £501.1m
(2025: £480.0m). The average number of retailer
forecourts advertising on our platform declined
0.5% to 13,942 (2025: 14,013).
Average revenue per retailer (‘ARPR’) per month
increased by 5% to £2,995 (2025: £2,854). ARPR
growth was driven by the product and price
levers, with a negative contribution from the
stock lever.
•
Price: Our price lever contributed growth of
£117 (2025: £78) to ARPR, reflecting the annual
1 April 2025 pricing and product event, which
combined a like-for-like price increase with
additional products.
•
Stock: Our stock lever negatively impacted
ARPR by £48 (2025: negative £22). From
November 2025, prompted by the speed and
nature of our Deal Builder product and
reflecting more difficult trading conditions,
a number of retailers reduced the number
of vehicles advertised on the platform,
contributing to lower paid stock levels.
The average number of live cars advertised
on Autotrader increased to 451,000 (2025:
449,000). Stock levels were supported by
the introduction of a stock offer at the start
of the year, which had no impact on ARPR.
Average underlying live used car stock
declined marginally in the year to 428,000
(2025: 429,000). Therefore growth was driven
by new car stock, which increased on average
to 23,000 (2025: 20,000).
•
Product: Our product lever contributed £72
(2025: £77) to ARPR, driven primarily by the
inclusion of Co-Driver within retailer packages
and further supported by an increase in new
car paying retailers, offset by lower average
package penetration.
Home Trader revenue increased by 4% to £16.7m
(2025: £16.1m). Other revenue also increased by
4% to £13.5m (2025: £13.0m).
Consumer Services revenue (comprising Private
and Motoring Services revenue) declined by 8%
in the year to £38.8m (2025: £42.4m). This decline
was primarily driven by Private revenue, which
is largely generated from individual sellers who
pay to advertise their vehicle on the Autotrader
marketplace, which decreased 11% to £23.6m
(2025: £26.6m). Motoring Services revenue
decreased 4% to £15.2m (2025: £15.8m) due to a
decline in revenue from our insurance partner.
Revenue from Manufacturer & Agency customers
increased 14% to £15.2m (2025: £13.3m), largely
due to certain brands supporting their franchise
network on both new and used car advertising.
Total costs increased 4% to £181.4m (2025: £174.4m).
2026
£m
2025
£m
Change
%
People costs
93.6
92.8
1%
Marketing
21.9
24.6
(11%)
Other costs
45.9
40.5
13%
Depreciation &
amortisation
9.4
6.3
49%
Digital Services Tax
10.6
10.2
4%
Autotrader costs
181.4
174.4
4%
For financial year 2027, we expect
to continue the acceleration
of share buybacks, purchasing
c.£500m.
Jamie Warner
Chief Financial Officer
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
21
Financial review
continued
People costs increased by 1% to £93.6m
(2025: £92.8m), predominantly due to an increase
in underlying salary costs as we continue to
maintain a strong and competitive digital
workforce. The average number of full-time
equivalent employees (‘FTEs’) remained broadly
flat at 1,138 (2025: 1,140), reflecting the stable
resourcing levels currently required to support
the business. Within people costs, share-based
payments decreased 18% to £9.3m (2025: £11.3m),
primarily reflecting lapsed awards following the
COO’s departure and lower national insurance on
unexercised awards, partially offset by the third
year of our all-employee share scheme. Share-
based payments are expected to be £14m in 2027.
Marketing expenditure decreased 11% to £21.9m
(2025: £24.6m), We expect this to increase in
financial year 2027.
Other costs, comprising data services, property-
related expenses and overheads, increased by
13% to £45.9m (2025: £40.5m). The year-on-year
uplift was mainly driven by higher cloud
infrastructure expenditure and property costs
related to our new head office.
Depreciation and amortisation increased by
49% to £9.4m (2025: £6.3m) driven by our new
head office lease that commenced in June 2025.
The associated fit-out was capitalised and
depreciation began in January 2026 when the
premises became operational.
2026
£m
2025
£m
Change
%
Revenue
585.3
564.8
4%
Operating costs
(181.4)
(174.4)
(4%)
Share of profit from
joint ventures
4.1
3.6
14%
Autotrader
operating profit
408.0
394.0
4%
Autotrader operating
profit margin
70%
70%
(0%) pts
The Group’s share of profit from our joint
venture, Dealer Auction, increased 14% to £4.1m
(2025: £3.6m), driven by a higher volume of
vehicle transactions.
AUTORAMA RESULTS
2026
£m
2025
£m
Change
%
Vehicle & Accessory
Sales
29.6
26.1
13%
Commission &
Ancillary
9.4
10.2
(8%)
Autorama revenue
39.0
36.3
7%
Autorama revenue was £39.0m (2025: £36.3m),
with Vehicle & Accessory sales contributing
£29.6m (2025: £26.1m), and Commission & Ancillary
revenue contributing £9.4m (2025: £10.2m).
Total deliveries amounted to 8,056 units
(2025: 6,268), which comprised 5,302 cars
(2025: 2,124), 2,520 vans (2025: 3,498) and 234
pickups (2025: 646). Deliveries from Autotrader,
which were predominantly cars, increased
over three times to 3,804 (2025: 976). Average
commission and ancillary revenue per unit
delivered was £1,167 (2025: £1,627).
2026
£m
2025
£m
Change
%
Cost of goods sold
29.9
26.2
14%
People costs
6.8
7.4
(8%)
Marketing
1.4
2.7
(48%)
Other costs
2.2
2.8
(21%)
Depreciation &
amortisation
0.7
1.5
(53%)
Autorama costs
41.0
40.6
1%
The Autorama business delivered c.1,350
(2025: c.900) vehicles which were temporarily
taken on balance sheet in the year to 31 March
2026. This represented 17% (2025: 14%) 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 £6.8m (2025: £7.4m) related to
the 106 FTEs (2025: 127) employed on average
through the year. Marketing in the year was £1.4m
(2025: £2.7m). Other costs of £2.2m (2025: £2.8m)
include IT services, property costs, and other
overheads. Depreciation and amortisation
totalled £0.7m (2025: £1.5m).
2026
£m
2025
£m
Change
%
Revenue
39.0
36.3
7%
Operating costs
(41.0)
(40.6)
1%
Autorama
operating loss
(2.0)
(4.3)
53%
GROUP NET FINANCE COSTS
Group net finance costs increased to £3.9m
(2025: £1.1m). Interest costs on the Group’s
Syndicated Revolving Credit Facility (‘Syndicated
RCF’) totalled £2.8m (2025: £1.1m) due to higher
borrowing in the year.
At 31 March 2026, the Group had drawn £165.0m
of its available facility (31 March 2025: £nil).
Other finance costs comprised amortisation of
debt issue costs of £0.4m (2025: £0.5m), vehicle
stocking loan interest of £0.3m (2025: £0.3m)
and interest costs relating to leases of £1.7m (2025:
£0.1m). This was offset by interest receivable on
cash and cash equivalents of £1.3m (2025: £0.9m).
TAXATION
Group profit before taxation increased by 3% to
£388.8m (2025: £375.7m). The Group tax charge
of £94.9m (2025: £93.1m) represents an effective
tax rate of 24% (2025: 25%). This was lower than
the standard rate of UK corporation tax due to
the tax impact of a property disposal.
The operating expense relating to the UK Digital
Services Tax (‘DST’) was £10.6m (2025: £10.2m).
EARNINGS PER SHARE
Basic earnings per share increased by 8% to
34.17 pence (2025: 31.66 pence) based on a
weighted average number of ordinary shares
in issue of 860.2 million (2025: 892.4 million).
Diluted earnings per share, which accounts
for the dilutive impact of outstanding share
awards, also increased by 8% to 34.07 pence
(2025: 31.56 pence), based on 862.7 million
shares (2025: 895.4 million).
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
22
Financial review
continued
CASH FLOW AND NET CASH
Cash generated from operations increased to
£418.0m (2025: £399.7m) predominantly due to
the increase in operating profit. Corporation tax
payments increased to £95.2m (2025: £95.1m).
Net cash generated from operating activities
was £322.8m (2025: £304.6m).
As at 31 March 2026, the Group had net bank debt
of £146.8m (31 March 2025: net cash of £15.3m).
At the year end, the Group had drawn £165.0m of
its Syndicated RCF (31 March 2025: £nil) and held
cash and cash equivalents of £18.2m (31 March
2025: £15.3m).
Leverage, defined as the ratio of Net bank
debt to EBITDA was 0.3 times (2025: 0.0 times)
and interest paid was £2.8m (2025: £1.2m).
CAPITAL STRUCTURE AND DIVIDENDS
During the year, a total of 58.5 million shares
(2025: 23.9 million) were purchased for a
consideration of £369.1m (2025: £187.3m) before
transaction costs of £1.9m (2025: £0.9m). A further
£94.1m (2025: £88.4m) was paid in dividends,
giving a total of £463.2m (2025: £275.7m) in cash
returned to shareholders.
The Directors are recommending a final dividend
of 7.8 pence per share. Subject to shareholders’
approval at the AGM on 16 July 2026, the final
dividend will be paid on 25 September 2026 to
shareholders on the register of members at the
close of business on 28 August 2026. The total
dividend for the year is therefore 11.6 pence per
share (2025: 10.6 pence per share).
Autotrader’s capital allocation policy continues
to focus on investment in the business supporting
growth, while returning approximately one third
of net income to shareholders through dividends.
For financial year 2027, we expect to continue
the recent acceleration of share buybacks,
purchasing c.£500m of shares and continuing
with our existing dividend policy.
GOING CONCERN
The Group delivered strong operating cash
generation during the year. At 31 March 2026, the
Group had drawn £165.0m of its Syndicated RCF
and held £18.2m in cash. With a robust balance
sheet, flexible liquidity position and a Syndicated
RCF, which has recently increased to £300m and
is committed until February 2030, the Directors
consider the Group to have sufficient resources
to continue as a going concern.
CONTINGENT LIABILITIES AND FCA REVIEW OF
AUTOMOTIVE FINANCE
On 27 March 2026 the Competition and Markets
Authority (‘CMA’), exercising its new direct
consumer enforcement powers, announced an
investigation into a number of companies in
relation to online consumer reviews, including
Autotrader and our third-party moderator, Feefo.
We have no additional information from the
regulator to better understand their specific
concerns, but we endeavour always to operate
as a responsible and compliant business and
will cooperate fully with the CMA’s investigation.
On 30 March 2026, the FCA set out confirmation
of a consumer redress scheme for certain
commissions earned on historic motor finance
agreements. On 1 May, the FCA confirmed that
the scheme had been subject to legal challenges
from several lenders. The challenges will be
referred to the Upper Tribunal where they will be
subject to judge-led review, and therefore the
scheme’s launch has been paused. We continue
to believe that Autotrader has no direct liability
or financial exposure, but we continue to monitor
developments closely, including the impact on the
wider financial health of the automotive market.
AUDIT TENDER
KPMG LLP were first appointed as the Group’s
statutory auditor for the financial year ending
31 March 2017. In accordance with the Large
Companies Market Investigation Order 2014,
the Group is required to undertake a competitive
tender process for its statutory audit at least
every ten years. As announced on 12 February
2026, the Group has now completed this tender,
led by the Chair of the Audit Committee, and
following a thorough evaluation the Board has
approved the reappointment of KPMG LLP as
statutory auditor. This will take effect from the
financial year ending 31 March 2027, subject to
shareholder approval at the 2026 AGM.
POST BALANCE SHEET EVENT
On 15 May 2026, the Group accessed its £100.0m
accordion, increasing its existing debt facility
to £300.0m. Debt fees of £0.7m were incurred
and will be amortised over the facility term.
All lenders are now committed to the maturity
date of February 2030 and there are no changes
to the terms of the Syndicated RCF.
Jamie Warner
Chief Financial Officer
21 May 2026
2026
£m
2025
£m
Change
%
Trade
531.3
509.1
4%
Consumer services
38.8
42.4
(8%)
Commission & Ancillary
9.4
10.2
(8%)
Manufacturer & Agency
15.2
13.3
14%
Leasing, Manufacturer & Agency
24.6
23.5
5%
Vehicle & Accessory sales
29.6
26.1
13%
Total revenue
624.3
601.1
4%
Total revenue excl. Vehicle & Accessory sales
594.7
575.0
3%
Salaries
90.7
88.5
2%
Share-based payments
9.7
11.7
(17%)
People costs
100.4
100.2
0%
Marketing
23.3
27.3
(15%)
Cost of goods sold
29.9
26.2
14%
Other costs
48.1
43.3
11%
Depreciation & amortisation
23.4
20.7
13%
Digital services tax
10.6
10.2
4%
Total costs
235.7
227.9
3%
Profit from joint ventures
4.1
3.6
14%
Operating profit
392.7
376.8
4%
Operating profit margin excl. Vehicle & Accessory sales
66%
66%
0% pts
CHANGE TO OPERATING SEGMENTS IN 2027
From financial year 2027, Autorama will operate and be reported as a single operating
segment with the rest of the Autotrader Group as more than half of all leasing transactions
were delivered through the Autotrader platform in the second half of financial year 2026.
Below we provide a breakdown of financial year 2025 and 2026 in this new format:
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
23
Our ESG
strategy
High
Importance to our stakeholders
Moderate
Importance to the business
High
Moderate
1
2
3
4
5
6
7
8
10
11
12
13
14
15
16
17
18
19
9
Working responsibly
Working responsibly is central to our purpose and strategy.
We are committed to doing business the right way, acting
with integrity, and measuring and reporting transparently
to drive meaningful change across the industry.
Our ESG strategy focuses on the issues
most material to our business whilst
considering the expectations of our
stakeholders. It reflects our wider
impacts beyond financial performance,
considering the environment, our people
and society, and strong/effective
governance. Our ESG activity is focused
on doing business responsibly and, as the
UK’s largest automotive platform, helping
to create a more accessible, equitable
and sustainable future over the long term.
We track progress through our cultural
KPIs (see page 19).
Our ESG strategy is underpinned
by our purpose, Driving Change
Together. Responsibly
Driving positive change
OUR MATERIAL ESG ISSUES
plc.autotrader.co.uk/esg
Want to know how we define each material issue? Head online:
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
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. Our most recent materiality
assessment was conducted in 2025,
taking a financial materiality
approach to our assessment.
ESG factors of material importance
to our business were identified and
assessed, 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 Autotrader.
Our materiality assessment
P35 Our people & communities
P40 Our governance & compliance
P28 The environment
24
Autotrader Group plc
Annual Report and Financial Statements 2026
Strategic report
Governance
Financial statements
The environment
FOCUS AREAS
•
Measuring and reducing our GHG emissions, aiming
to be net zero by 2040.
•
Using our capabilities and voice to influence industry
and Government in the transition towards a low-
carbon economy.
•
Supporting consumers to make more environmentally
friendly vehicle choices.
OUR AMBITION
Minimise our environmental impact to protect
our business from climate change.
OUR AMBITION
Be a responsible employer and maintain
a strong, purpose-led culture.
OUR AMBITION
Uphold the values of good corporate
governance and risk management,
underpinned by robust and effective policies.
FOCUS AREAS
•
Being an inclusive workplace that builds diverse and
inclusive teams.
•
Supporting employee health and wellbeing and
cultivating an engaged, skilled and rewarded workforce.
•
Partnering with charities, community groups and industry
bodies to support the communities where we work and
live and empowering our employees to support causes
they care about.
FOCUS AREAS
•
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.
•
Strengthen cyber security and manage AI risks
by protecting our data and systems.
Our people & communities
Our governance & compliance
CLIMATE TRANSITION PLAN
Our Climate Transition Plan sets out
our strategic ambition and action
we are taking to transition to a
low carbon economy.
PROMOTING DIVERSITY
IN THE WORKPLACE
We continue to build a diverse
and inclusive culture at every level
of the Company, with particular
focus on leadership.
ESG POLICIES AND REPORTS
Our ESG policies and reports which
form part of our commitment to
being a responsible and transparent
business can be found on our investor
website.
plc.autotrader.co.uk/esg/the-environment
plc.autotrader.co.uk/esg/policies-reports
SUPPORTING THE UN SDGs MOST RELEVANT TO OUR STRATEGY
SUPPORTING THE UN SDGs MOST RELEVANT TO OUR STRATEGY
SUPPORTING THE UN SDGs MOST RELEVANT TO OUR STRATEGY
657
tonnes carbon removals
purchased this year
451
organisations trained
in Carbon Literacy
over
10
years
of our Make a
Difference Guild
Digital inclusion
Partnering with the Good
Things Foundation and Greater
Manchester Combined Authority
to tackle digital exclusion
Establishing our
Responsible Change
Forum
to drive progress of our
key initiatives and embed
ESG across the business
97%
of supplier invoices paid
within agreed terms
plc.autotrader.co.uk/esg/our-people-communities/diversity-inclusion
Strategic report
Governance
Financial statements
Working responsibly
continued
Autotrader Group plc
Annual Report and Financial Statements 2026
25
Working responsibly
continued
Governance of our ESG strategy
NEW RESPONSIBLE CHANGE FORUM
The Responsible Change Forum brings
together senior stakeholders from across
Autotrader to shape and oversee our ESG
strategy and initiatives. It aligns priorities,
drives progress and helps embed ESG
considerations across the business.
Reporting to the Corporate Responsibility
Committee, the Forum monitors performance
against KPIs and commitments, supports
constructive challenge and ensures clear
accountability for delivery. This strengthens
governance and helps the Board satisfy its
oversight responsibilities.
Meeting quarterly, the Forum has currently
identified two key priorities alongside its broader
role across ESG. These priorities are: helping
consumers make more sustainable vehicle
choices, and tackling digital inclusion.
The Forum will review external reporting
requirements and emerging regulations,
and monitor delivery against our KPIs
and commitments.
Oversee initiatives
across Autotrader
Monitor and discuss
progress against
KPIs and
commitments
Engage with
external reporting
and rating
agency scores
Ensure clear
ownership and
accountability
for delivery
CEO and CFO
Senior Leadership members
FORUM REPRESENTATIVES
Responsible Change Forum
P72 Report of the Corporate Responsibility Committee
Governance is a key component of our ESG strategy. Our Corporate Responsibility
Committee (a formal Committee of the Board) oversees the Group’s corporate
responsibility agenda and ESG governance. This year, we established a new
executive forum, the Responsible Change Forum.
The Responsible Change
Forum ensures our ESG
strategy is focused,
measurable and aligned to
what matters most – driving
meaningful progress in areas
like environment and digital
inclusion while maintaining
strong governance and
accountability.
Nathan Coe
Chief Executive Officer
FORUM OBJECTIVES
To agree and deliver on what we commit to delivering and how and when we achieve this.
EMPOWERING COMMUNITIES
Corporate Responsibility Committee
Providing oversight, scrutiny and challenge on matters relating to the Group’s ESG strategy.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
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Working responsibly
continued
Driving forward our priority initiatives
Helping consumers
make more sustainable
vehicle choices
Our commitment
to digital inclusion
Digital inclusion remains a major challenge.
Digital inclusion is being able to access the
internet and engage online – safely and
confidently – when you need and want to. With
opportunities and services increasingly online,
digital inclusion is a basic need. As a minimum,
this requires a device, connectivity, digital skills,
and support when needed. As a tech company,
Autotrader is committed to tackling digital
inclusion and we have therefore partnered
with Good Things Foundation and Greater
Manchester Combined Authority (‘GMCA’)
to tackle digital exclusion across Greater
Manchester. Through the partnership we will
contribute commercial insight and help explore
sustainable, long-term approaches to improving
affordable digital access.
KEY AREAS OF FOCUS:
•
How we can support the development of
essential digital skills, providing education
and training so people can use digital tools
confidently and safely.
•
How we can support access to necessary
equipment, such as computers and
smartphones, that enable individuals
and communities to connect and engage
in the digital world.
•
Ensuring our platform and resources are
accessible, so everyone, regardless of
background or ability, can participate
in our increasingly digital society.
The UK aims to achieve net zero greenhouse
gas emissions by 2050. 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 a
responsible business, Autotrader is committed to
reaching net zero in its operations by 2040. We also
focus our efforts on supporting the automotive
industry and informing public policy, and helping
consumers through platform and information
improvements.
KEY AREAS OF FOCUS:
•
How we influence the transition to electric
vehicles – informing public policy and
regulation by sharing our data and insights
with Government.
•
Empowering consumers to make more
sustainable vehicle choices by developing our
platforms to provide transparent information
on fuel efficiency, emissions and alternative
energy options.
•
Progress against our net zero targets – this
includes monitoring our carbon emissions
and actions that we can take to reduce
these. In addition, reviewing our strategy
for purchasing carbon removal credits.
21m
adults can’t complete the
essential digital tasks for work
Source: Good Things Foundation Digital
Nation Report 2025.
72
electric vehicle brands in the UK
(up from c.45 in 2019)
Source: Autotrader Road to 2030, Feb 2026.
The Forum will focus on two priority areas central to our ESG strategy:
the environment and digital inclusion.
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Working responsibly
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The environment
We take a practical
approach to managing
climate risks — reducing
emissions where we have
direct control, keeping pace
with evolving regulation
and using our capabilities
and voice to support our
industries. We published
our Climate Transition Plan
last year, available on our
corporate website:
The UK aims to achieve net zero greenhouse
gas emissions by 2050. Autotrader is
committed to reaching net zero in its
operations by 2040. Although our carbon
footprint is relatively small, we focus our
efforts on supporting the automotive
industry and informing public policy, and
helping consumers through platform and
information improvements.
OUR STRATEGIC
AMBITION
PARTNERING WITH OUR INDUSTRIES
SUPPORTING OUR CONSUMERS
OUR NET ZERO TARGETS
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
plc.autotrader.co.uk
Our Climate Transition Plan at a glance
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CLIMATE TRANSITION PLAN
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Working responsibly
continued
Supporting the industry and Government with the transition
to electric vehicles
Over the past year, the Government has made
several significant announcements relating to
the electric vehicle (‘EV’) transition, including:
changes to the Zero Emission Vehicle (‘ZEV’)
mandate; the introduction of Electric Car
Grants for new vehicles priced under £37,000;
plans for a pay per mile EV tax from 2028; and
a national advertising campaign to promote
EV adoption. While well intentioned, these
announcements have been met with mixed
reactions, with some stakeholders highlighting
inconsistencies in timing and messaging.
Throughout the year, we supported the
Government by sharing our data and insights
on the state of the EV transition. To promote
more equitable adoption, we published our
second No Driver Left Behind report, focusing
on how EV uptake varies significantly by
income, reinforcing the need for a more
accessible transition. We also continued to
publish our Road to 2030 report, which remains
a leading source of EV market analysis.
Engagement with Government departments
has increased, extending the reach and
impact of our insights, and we now regularly
contribute to All Party Parliamentary Groups
and Transport Committee discussions. We
also supported the national EV advertising
campaign by advising on audience targeting
using our data.
Addressing misinformation about EVs
remained a priority. Campaigns such as
Electric cars: The Facts continued to provide
clear, up to date information on EV pricing,
safety and environmental credentials.
The campaign was developed in partnership
with the SMMT and ChargeUK, was endorsed
by the Department for Transport, and is
now supported by a growing number of
sector businesses.
We further expanded our content and
communications to support retailers
navigating the EV transition, regularly
sharing data and insights through webinars,
masterclasses and our EV Insight Hub.
To support industry partners on their
sustainability journeys, we continued our
partnership with the Carbon Literacy Trust,
funding the Automotive and Digital &
Technology Carbon Literacy Sector Toolkits.
In the automotive sector, 371 organisations
have now completed training, with over 8,000
professionals accredited as carbon literate
(2025: 5,000). In the first year of the Digital &
Technology toolkit, more than 200 individuals
across 80 organisations achieved
accreditation. Accredited organisations
receive materials to deliver their own one day
Carbon Literacy training. We also continued
to recognise industry partners for their
sustainability leadership through our annual
Retailer and Driver Choice Awards.
Supporting our consumers
We continued to help consumers make more
environmentally friendly choices and navigate
the electric transition. This included ongoing
buying guides, explainers and EV hub content,
alongside EV-focused editorial and YouTube
reviews. Our EV giveaway continued to drive
engagement, reaching 17+ million entries since
launch, and we maintained promotion of ‘The
Facts’ myth-busting content across channels
to raise awareness of key EV information.
Building on insights from our No Driver Left
Behind: Women and the journey to electric
report, we increased engagement with
consumer lifestyle media to encourage more
relevant EV coverage and awareness among
women, securing repeated coverage across
key titles.
Visibility of EVs improved on the marketplace
with the launch of the new AI-powered
search filters allowing buyers to find what
they want more easily. We launched ‘Green
Ratings’ on our new car reviews, to strengthen
accountability for car brands on climate
impacts, whilst empowering consumers to
make more environmentally friendly vehicle
choices. The ratings draw on brand and model
data alongside manufacturer information and
supported by data from World Benchmarking
Alliance’s Climate and Energy Benchmark.
Our operations
The fit out of our new office space was
delivered with sustainability at the forefront.
Working closely with Oktra (a certified B Corp
specialising in designing eco-friendly,
energy-efficient offices with sustainable
materials) our aim was to embed responsible
design principles throughout the project.
This included re-use of existing materials
where possible, careful selection of
sustainable finishes, and design decisions
aimed at improving energy efficiency,
employee wellbeing and long-term
environmental performance.
Progress in 2026
Our strategic ambition is focused on three key areas:
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Annual Report and Financial Statements 2026
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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.
Climate governance is integrated into our existing processes, with accountability embedded across the business. The Corporate Responsibility
Committee holds the Executive Directors to account for climate-related risks and opportunities and their impacts on the business and the wider environment.
The Responsible Change Forum meets quarterly to manage these day to day and track progress against climate goals and targets.
Risk management
3.
Describe the organisation’s processes for identifying
and assessing climate-related risks.
4.
Describe the organisation’s processes for managing
climate-related risks.
5.
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
The Board is collectively responsible for determining the nature and extent of the principal risks that may impact the business. We have a well-established risk
management framework with three lines of defence: our ALT and oversight functions, our Committees and our independent assurance. Our risk management
framework, including our processes for identifying, assessing and managing risk, is described on pages 43 to 44, and the Group risk register includes climate
change as a principal risk. Climate-related risks are reviewed at least twice a year through our overall risk review process, overseen by the Risk Forum.
We consider a range of risks and opportunities, including physical and transition factors, and aim to capture opportunities from the shift to electric vehicles
while mitigating risks.
Our risk management approach supports ongoing identification and assessment of climate-related risks. We maintain an environment/climate risk register,
reviewed regularly by the risk owner, their delegates and our risk management team. Each climate-related risk has an owner, with controls and mitigating
actions recorded.
Autotrader plays an important role in the UK automotive ecosystem, and climate change is driving unprecedented industry change. This is largely driven by the
transition from internal combustion engine (‘ICE‘) vehicles to Zero Emission Vehicles (‘ZEVs’), which could significantly reshape automotive retail. We support this
transition by providing content to help consumers ‘demystify’ EVs, lobbying Government to incentivise uptake and sharing our data and insights to inform EV policy.
Climate change also presents risks to our business and supply chain, including through regulatory change. It is therefore essential that our risk management
process considers climate change so we can understand its impacts on our business and the automotive industry.
Strategy
6.
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long term.
7.
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning.
8.
Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios.
Our environmental strategy focuses on the following areas: (i) Autotrader’s net zero commitments; (ii) supporting the automotive industry and informing
public policy and regulation; 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
31 to 32 for more information.
We have identified key climate-related risks and opportunities that could significantly impact our operations and strategy over the short (1–5 years), medium
(5–10 years), and long term (10+ years). A summary of these risks is provided in the table on page 32.
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.
The most relevant metrics, on which we report annually, are our GHG emissions and carbon intensity ratios, which provide a clear view of the Group’s footprint.
See page 33 for our 2026 footprint. We submitted our annual CDP questionnaire and received a B rating for the 2025 reporting cycle. Scores range from A (best)
to D-. Our current score indicates we understand climate impacts and are taking coordinated action.
To help us accurately assess and develop strategies to reach our net zero target, the reporting of our GHG emissions includes a full inventory of Scope 3. 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, SE Advisory Services, providing assurance over our emissions reporting.
We also monitor other metrics to assess our progress against our environmental priorities. These are set out on page 34.
CLIMATE-RELATED FINANCIAL DISCLOSURES
The Group has prepared the following disclosures in line with the 2021 updates to the TCFD Final
Report and Annex, including supplementary guidance for all sectors. At the time of publication, and
in accordance with the FCA’s Listing Rule 9.8.6R(8), the Group has made climate-related financial
disclosures consistent with the TCFD recommendations. We continue to develop our net zero
strategy and to assess climate-related risks and opportunities and their potential financial impact.
Our climate-related financial disclosures also comply with the Companies Act 2006, as amended
by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.
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.
Autotrader Group plc
Annual Report and Financial Statements 2026
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ASSESSING CLIMATE-RELATED RISKS
AND OPPORTUNITIES
To protect our business from climate change, we
are integrating climate resilience into our strategy
by identifying related risks and opportunities. As an
online marketplace with a low carbon footprint, our
model is sustainable, but the automotive sector
faces increasing pressure to reduce environmental
impacts from both consumers and government.
Our climate risk assessment considers both
physical and transition risks, including policy
changes and emerging technologies.
We use TCFD-recommended climate scenarios to
evaluate potential impacts on costs and revenues
over the short, medium and long term, aligning risk
management with our business strategy. 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. Analysis suggests no
immediate material financial threat, and our
strategic plans position us to address climate risks
and benefit from opportunities. While regulatory
and stakeholder expectations may accelerate,
we remain prepared to adapt quickly and monitor
evolving legislation and consumer preferences.
We will regularly review and adjust our analysis
scenarios and timeframes as necessary. Key
risk management recommendations from our
climate change scenario analysis include:
•
Policy/Regulation: Increased regulation is
expected to pose the greatest financial risk to
Autotrader over time. To mitigate this, we must
reduce exposure and adapt our marketplace to
evolving car buyer preferences, while ensuring
ongoing compliance with relevant regulations.
•
Market: The Government’s net zero goals have led
to a ban on new petrol and diesel vehicles by 2035,
accelerating consumer adoption of electric cars.
Autotrader can address this market risk by
enhancing our appeal as the top destination
for electric vehicle buyers.
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 +
IMPACT TIME HORIZONS, ALIGNED TO OUR BUSINESS
PLANNING CYCLE:
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
Autotrader’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 Autotrader.
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 EVs and their components, impacting supply of the
vehicles into the UK and available stock on
Autotrader’s platform.
Geo-political instability:
Political unrest, trade tensions,
tariffs and sanctions could 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
Autotrader’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.
Autotrader Group plc
Annual Report and Financial Statements 2026
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continued
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
Our technology infrastructure is cloud-based and supported by disaster recovery and business continuity plans, including tools to help employees
in emergencies. COVID-19 showed we can complete sales without physical showrooms, and digital retailing will help retailers compete online.
>2°C
Low
1.5°C
Significant cost increases would be required to materially affect the business. We continually review the cost base so we can manage increases
and protect profit margins.
>2°C
Medium
1.5°C
TRANSITION RISK – Increased regulation relating to climate change
We monitor policies affecting our core business to identify emerging risks, opportunities, and financial impacts. In parallel, we are evolving our EV
offering and marketplace information to meet shifting buyer preferences. The Responsible Change Forum drives our environmental strategy, overseen by
the Corporate Responsibility Committee. We report in line with the TCFD recommendations and report progress towards our net zero ambitions against our
science-based targets.
>2°C
High
1.5°C
TRANSITION RISK – Regulation discouraging the use of internal combustion engine (‘ICE’) vehicles and demand for sustainable products and services
We will keep adapting our marketplace to meet changing buyer preferences. Used car prices should continue to reflect supply and demand, potentially
improving affordability if demand softens.
>2°C
High
1.5°C
TRANSITION RISK – Increased reputational risk associated with the automotive industry and misrepresenting environmental claims
We are targeting net zero by 2040, reducing our operational footprint while supporting broader industry progress. We set clear reduction targets, report
progress, and collaborate with customers, suppliers, and policymakers.
>2°C
High
1.5°C
TRANSITION RISK & OPPORTUNITY – Changing consumer preferences
There is risk and opportunity associated with consumers’ preferences for certain vehicle types. Likely the risk and opportunity would be taken together,
and supply/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
1.5°C
TRANSITION RISK – Achieving resource efficiency through cutting our carbon footprint and improving energy efficiency
This creates opportunity as costs associated with energy use are reduced and increased costs associated with carbon taxation are avoided. We continue
to identify and implement reduction initiatives to reduce our absolute usage.
>2°C
Medium
1.5°C
Climate-related scenario analysis
Autotrader Group plc
Annual Report and Financial Statements 2026
32
Strategic report
Governance
Financial statements
Working responsibly
continued
2026
2025
UK
Global
UK
Global
Scope 1
179
179
116
116
Scope 2 (location based)
510
510
204
204
Total (Scopes 1 and 2)
689
689
320
320
KwH (‘000s)
3,092
3,092
1,277
1,277
Purchased goods and services
25,096
19,457
Capital goods
11,531
1,375
Fuel and energy-related activities
218
91
Upstream transportation and distribution
–
–
Waste generated in operations
95
100
Business travel
555
933
Employee commuting (inc. working from home)
683
725
Upstream leased assets
–
–
Use of sold products
104,923
69,950
End of life treatment of sold products
267
172
Investments
67
45
Scope 3 (total)
143,435
92,848
Total (Scopes 1, 2 and 3)
144,124
93,168
Group revenue
£624.3m
£601.1m
Tonnes of CO
2
equivalent per FTE
2
115.9
73.5
Tonnes of CO
2
equivalent per £million turnover
230.9
155.0
Scope 2 (market based)
0.2
0.1
% renewable
99%
99%
Autotrader total emissions
19,434
9,903
Autorama total emissions
124,690
83,265
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 2026: 1,244 (2025: 1,267).
Our total CO
2
emissions
1
Targets and metrics
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.
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. We calculate relevant Scope 3 emissions by
using activity data where possible (rather than
spend data).Data quality will improve as our
measurement matures.
INDEPENDENT VERIFICATION OF OUR
GHG EMISSIONS
SE Advisory Services has independently assessed
and verified Autotrader’s GHG emissions
following verification standard ISO 14064-3:2019.
Based on the data and information provided by
Autotrader and the processes and procedures
followed, nothing has come to their attention
to indicate that the GHG emissions totals for
all years reported are not fairly stated and
free from material error.
Energy and emissions reporting
Autotrader Group plc
Annual Report and Financial Statements 2026
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OUR EMISSIONS
A core part of our environmental strategy is
reducing emissions from our operations and
facilities. Scope 1 and Scope 2 are relatively low,
but have increased this year due to our larger
new office and more electric company mileage
from salary sacrifice vehicles.
Our Scope 3 emissions have increased this year
owing to two primary factors: the initial costs of
our new office; and the practice of purchasing
vehicles within our Leasing business. Vehicle
purchases is the primary source of our carbon
emissions and this activity will continue in the
near future, leading to higher carbon emissions.
Targets and metrics
Other key metrics
OUR OPERATIONS
We have established near-term (2030) and long-term (2040) emissions reduction targets in line with the SBTi Net Zero Standard.
SUPPORTING THE AUTOMOTIVE AND
TECHNOLOGY INDUSTRIES
Number of EVs advertised on Autotrader
34,153
average as at March 2026 (2025: 33,603)
Share of EVs advertised on Autotrader
7.8%
during FY26 (FY25: 5.6%)
Number of EVs delivered by Autorama
1,514
during FY26 (FY25: 950)
Number of videos produced covering EVs
45
during FY26 (FY25: 41)
SUPPORTING CONSUMERS
Number of EV advert views on Autotrader
189 million
during FY26 (FY25: 150 million)
Share of EV advert views on Autotrader
6.5%
during FY26 (FY25: 5.0%)
Metric
Scope
Implemented or planned activities
Timeline
Switch 100% of our fleet
vehicles (Autotrader
and Autorama) to be EV
or low emission
SCOPE
1
•
2 remaining vehicles, both of which are fully electric or hybrid.
IMPLEMENTED
Energy: reduce overall
electricity/gas usage
by 50% (against a 2023
baseline) and procure
100% renewable energy
for our remaining needs
SCOPE
1 & 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 reduced the carbon lifecycle of our employee focused technology.
IMPLEMENTED
•
We have reduced our office space in London and Hemel Hempstead. During the year we relocated our
Manchester head office to state-of-the-art facilities in the heart of Manchester’s tech community.
Sustainability was a core design principle and the building is expected to achieve BREEAM Excellent
status, as well as a NABERS 5-star rating and an EPC A rating.
IMPLEMENTED
Migrating our data centres
to the cloud and review
of data retention policies
SCOPE
2
•
100% of our data centres have been migrated to cloud providers.
•
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.
IMPLEMENTED
Gathering supplier data
and engaging suppliers
SCOPE 3.1
•
We have introduced a supplier engagement strategy to gather ESG and performance data. Ethical
procurement questionnaires now cover c.75% of supplier spend.
•
We have expanded sustainability discussions with the suppliers driving our highest emissions to understand
their maturity, including whether they monitor and report emissions and which scopes they cover.
IMPLEMENTED
•
Develop guidance for supplier selection criteria specifically relating to climate, including sharing
knowledge and learnings with suppliers that are seeking to improve their environmental maturity.
PLANNED
Business travel
SCOPE
3.6
•
We have updated our travel policy and booking system to promote lower-carbon business travel choices.
•
Salary sacrifice scheme introduced for employees to lease an EV or low emission hybrid vehicle
in a tax efficient way.
IMPLEMENTED
Purchased vehicles
SCOPE
3.1, 3.10 & 3.11
•
Develop a clear plan for managing the volume of vehicles taken on balance sheet
through Autorama.
IN PROGRESS
SCOPE 3 REDUCTION TARGET
(TONNES OF CO
2
)
Near-term target
50%
reduction
Near-term target
46.2%
reduction
Long-term target
90%
reduction
Long-term target
90%
reduction
SCOPE 1 & 2 REDUCTION TARGET
(TONNES OF CO
2
)
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Governance
Financial statements
Working responsibly
continued
INVESTING IN AND SUPPORTING
OUR TALENT
We are committed to personal development and
career progression — whether mastering current
roles, gaining professional qualifications or
preparing for the next role. Our emphasis on
growth has led to strong retention rates —
attrition remains low at 16% (2025: 10%).
Our Learning Academy offers courses and
programmes that support inclusion, personal
growth and high performance, complemented
by coaching available to everyone. We promote
mentoring and sponsor professional
qualifications to foster continuous growth.
Mandatory training ensures compliance
with legislative and regulatory standards.
Year
2026
2025
Hours of mandatory
training
1,756
2,328
Hours of non-mandatory
training
33,528
28,291
Annual cost of training
1
£568k
£476k
Average cost per
employee
2
£456
£376
Employees studying for
professional qualification
13
16
Employees on an
apprenticeship/early
careers
3
53
66
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 1,244 (2025: 1,267).
3.
As at 31 March – this excludes individuals who completed
their programme during the reporting period.
DEVELOPING OUR LEADERS
Leadership and people management are
critical to sustainable growth and an inclusive,
high-performing culture. This year we invested
in leaders with tools, resources and skills to
grow individuals and teams, collaborate, live
our values and deliver results for Autotrader
and our customers.
Our core programme, Leader as Coach, is a
three-day course for managers, focused on
psychological safety and trust, listening, coaching
for high performance and abundant thinking.
Our inclusive leadership programme builds
role-model behaviours so teams feel valued,
respected, supported and inspired.
We continue to strengthen our internal coaching
capability, with a well-established group of
accredited in-house coaches and a strong
pipeline progressing towards accreditation,
helping people grow and thrive by embedding
development into everyday work.
EARLY CAREERS
Our Early Careers team develops future talent for
critical business roles through our Early Careers
Academy, supporting onboarding, skills and
wellbeing. In 2026, we welcomed 38 apprentices,
and graduates, with 15 apprentices completing
Level 3–5 qualifications.
This year we launched our first T Level
placements, offering eight roles to students
from Manchester and Oldham colleges, all of
whom completed the programme. To further
strengthen this pathway, we also expanded our
Level 4 Software Engineering Apprenticeship,
with several T Level students progressing into
the September 2026 cohort.
Our people &
communities
We’re proud of the diverse,
dedicated and talented
people behind our success.
We continue to evolve our
culture, with a clear focus on
accelerating performance
and supporting an
environment where everyone
feels empowered to be
themselves, challenge
boundaries and go further,
faster — together.
Inclusive Culture Development Programme
ONE AUTOTRADER – A CULTURE OF INCLUSION
As part of Autotrader’s ‘Great Start’, all new starters
attend this workshop. In one day, colleagues build
a shared understanding of diversity and inclusion,
meet our Employee Networks, and explore bias and
how to challenge non-inclusive behaviour.
INCLUSIVE RECRUITMENT
Everyone involved in hiring completes a full-day
inclusive recruitment workshop, covering bias,
best practice, our scoring frameworks, and stronger
shortlisting and interview skills.
INCLUSIVE PEOPLE MANAGEMENT
This year we relaunched our Inclusive People
Management module to help managers get the best
from every team member. Using real scenarios, it
supports safe, practical conversations about inclusion
and signposts the support available across Autotrader.
DIVERSE TALENT ACCELERATOR PROGRAMME (‘DTA’)
DTA accelerates high-potential talent to build a pipeline
of diverse future leaders, combining experiential and
group learning with coaching and sponsorship.
We encourage colleagues from groups
under-represented in senior leadership — including
people of colour, women, LGBT+, disabled and
neurodiverse colleagues, and those from lower
socio-economic backgrounds — to apply.
THE BLACK EXPERIENCE
Co-designed with an external inclusion consultant
and Autotrader’s Black colleagues, these workshops
build awareness of the challenges Black employees
can face in and out of work and highlight practical
behaviours managers can use to strengthen
Black inclusion.
NEURODIVERSITY AND MENTAL HEALTH
MANAGER AWARENESS
Alongside Mental Health Awareness training,
we refreshed our Neurodiversity and Mental
Health Manager Awareness module to equip
people managers to have confident, meaningful
conversations and signpost the right support
across the business.
Autotrader’s Inclusive Culture Development Programme is a series of learning and development
programmes driven throughout the business, with diversity and inclusion at their core.
Autotrader Group plc
Annual Report and Financial Statements 2026
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Strategic report
Governance
Financial statements
Working responsibly
continued
DIVERSITY AND INCLUSION
At Autotrader, building a diverse and inclusive
community isn’t just something we talk about, it’s
something we actively work towards every day.
We value a diverse and inclusive workforce, which
enhances our culture and business by attracting
and developing talent. Our diversity and inclusion
vision is: “To nurture our inclusive culture and
enrich our community with diverse individuals,
who collaborate effectively, perform at their best,
and contribute to the success of our organisation,
benefiting our industries and wider communities”.
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 build a diverse and inclusive
culture at every level of the Company, with
particular focus on leadership. During the year,
we enhanced our Inclusive Culture Development
Programme to further support these goals.
Employment of disabled persons
We remain committed to supporting disabled
and neurodiverse employees and those who
become disabled during their employment
with us. We focus on individualised support,
enabling all colleagues to achieve their 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. This year, we introduced
our Inclusion Passport, a personalised document
capturing health conditions, disabilities,
neurodiversity, and related workplace
adjustments to ensure clarity and continuity.
Autotrader continues to be recognised as a
Leader of the Disability Confident Scheme,
reflecting our ongoing commitment to inclusivity.
We work directly with employees to address
health needs and implement reasonable
adjustments that meet individual requirements.
18.6% (2025: 13.3%) of our employees have
disclosed a disability or neurodiverse condition.
We have been recognised as one of the Top 75
employers in the Social Mobility Employer Index
by The Social Mobility Foundation for the fifth
consecutive year, ranking 21st in the index.
GENDER AND ETHNICITY PAY GAP
We published our Gender and Ethnicity Pay Gap
Report 2025 (snapshot date: 5 April 2025). Ahead
of expected mandatory Ethnicity and Disability
reporting, we continue to report our Disability
Pay Gap voluntarily.
We’ve made progress in our priority areas.
At Autotrader Limited, the gender pay gap
reduced (mean 9.6% to 8.4%; median 14.9% to
13.2%). Women’s representation is at 42.9%.
The median ethnicity pay gap reduced from
19.8% to 16.9% and the mean from 18.0% to 17.0%,
with diverse hires exceeding 34%.
This reflects more inclusive hiring and a stronger
employer brand, including our Career Stories
campaign. We’ve also analysed the hiring funnel
to remove barriers and support hiring teams with
tools and training to reduce bias.
We remain focused on improving diversity at all
levels, particularly in senior roles. The full report
is available on our corporate website.
Driving diversity and inclusion through our employee-driven networks
A core part of our diversity and inclusion
strategy is centred around our employee-
driven networks. Everyone at Autotrader is
encouraged to join one of these networks.
The networks and their leaders are a core
part of our culture and employee
experience, 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 two senior
leadership sponsors to help drive change
and champion network initiatives.
To read more about our networks, go online:
plc.autotrader.co.uk/esg/our-people-communities/diversity-inclusion/
SCAN TO READ OUR
LATEST PAY GAP REPORT
Autotrader Group plc
Annual Report and Financial Statements 2026
36
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Governance
Financial statements
Working responsibly
continued
ELEVATING THE COLLEAGUE EXPERIENCE
Culture is as tangible and important to our
performance as our strategy, competitive
position, product and technology. During the
year, we completed the move to our new campus
at Circle Square in Manchester. While only a
short distance from our previous site, the new
campus represents a meaningful step forward,
providing a modern working environment,
enhanced collaboration space, improved
facilities for customers and community
engagement, upgraded technology and
stronger environmental credentials.
Our commitment to a high-performance culture
is underpinned by transparent, multi-channel
communication. We actively listen to colleagues
throughout their career journey, from onboarding
questionnaires through to exit interviews,
enabling us to capture honest and timely
feedback at every stage.
From a culture and morale perspective, it has
been a challenging year for our people. Factors
included organisational restructuring during the
period, the recent decline in our share price and
negative retailer sentiment in response to the
scaling of Deal Builder, and a tighter approach to
working in the office, which together contributed
to a period of uncertainty for colleagues.
In our most recent annual confidential survey
72% of colleagues agreed or strongly agreed
with the statement “I am proud to work for
Autotrader” (2025: 91%). Whilst this is lower than
in previous years, other people measures, such
as recruitment, absence and talent retention,
have not been impacted.
Engagement with our colleagues has remained
a priority. To translate colleague feedback into
tangible action, we launched Community
Conversations – structured forums designed to
develop collaborative solutions aligned to our
key focus areas. The Remuneration Committee
Chair held dedicated remuneration sessions
with a wider colleague group, and Non-Executive
Directors attended Community days and the
annual all-employee conference. Strategic
alignment is further reinforced through the Board
Engagement Guild, an important conduit between
colleagues and the Board. The Guild met three
times during the year, enabling direct dialogue on
topics including organisational change, workplace
environment and executive remuneration.
CONNECTED AND COLLABORATIVE WORKING
Maintaining alignment with our purpose and
strategy, and ensuring each team understands
how their work contributes to our growth
ambitions, is central to our ongoing success.
We remain committed to Connected Working,
our hybrid model that balances flexibility with
collaboration. Our office space is designed
to enhance connectivity and support effective
collaboration across teams.
Senior leaders continue to be visible and
accessible, supporting open and transparent
communication. Our all-employee conferences
provide updates on business strategy, while
regular ALTV sessions enable leaders to share
progress and celebrate achievements. We
leverage communication tools, including Slack,
to facilitate seamless collaboration across
the business, regardless of working location.
Alongside this, we host regular and purposeful
social events that bring colleagues together
and reinforce our culture. From executive-led
International Women’s Day panel discussions to
wider cultural celebrations, these events build
meaningful connection, strengthen relationships
and foster a sense of belonging that underpins
our collaborative culture.
PAY AND BENEFITS PACKAGE
Our reward structure is designed to attract,
retain and motivate our colleagues, supporting
delivery of our business strategy. We offer a
comprehensive pay and benefits package,
including employee pension contributions up to
7%, private medical cover, income protection,
life assurance, retirement benefit and enhanced
family/dependant leave provisions.
Share ownership remains central to our culture.
All colleagues are eligible to participate in the
One Autotrader Share Award (‘OATSA’), which
provides shares with a value equivalent to 10%
of salary over three years. In addition, annual
participation in our SAYE schemes remains
strong, with 36% of colleagues actively
contributing to one of the live schemes.
WELLBEING AND SAFETY OF OUR EMPLOYEES
We promote employee health and wellbeing
through healthcare benefits, mental health
support and leadership training, with access
to Mental Health First Aiders and the Employee
Assistance Programme.
Our ‘Respect at Work’ Policy sets clear
expectations and zero tolerance for bullying,
discrimination and harassment. Regular training
is provided on sexual harassment and
colleagues are supported in understanding
their rights under the Equality Act 2010.
We support financial wellbeing through access
to mortgage advice, will-writing services, travel
loans and salary finance. Health and safety
remains a priority, with appropriate policies and
insurance in place. Two RIDDOR reports were
submitted during the year, and DSE assessments
continue to be completed in line with requirements.
Autotrader Group plc
Annual Report and Financial Statements 2026
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Governance
Financial statements
Working responsibly
continued
GENDER AND ETHNICITY DIVERSITY
We are dedicated to fostering a diverse
candidate pool and ensuring that fair
representation is maintained in senior roles
through refined talent management and
succession planning. Our ongoing commitment
is to increase ethnically diverse representation
at leadership levels. As with our approach to
gender diversity, we are focused on recruitment
processes, most of which relate to lower-level
roles, and on developing and promoting a
broad and diverse group of individuals
throughout the organisation.
The Parker Review has extended its scope to
senior management, calling on the FTSE 350 to set
percentage targets for ethnic minority executives
in senior management roles by December 2027.
In response, we have set a target for 10% of senior
management positions (ALT and ALT-1) to be
occupied by individuals from ethnically diverse
backgrounds by March 2027.
At a Board level, as at 31 March 2026, the Board
comprises an equal split of four men and four
women (March 2025: six women and three men),
exceeding both the FTSE Women Leaders Review
recommendations and the FCA Listing Rules
requirements, which set a target of 40% women’s
representation. In addition, a woman is appointed
as the Senior Independent Director, meeting the
targets outlined in the Listing Rules at LR 9.8.6 (9)
(a). The Board also includes two members from
ethnically diverse backgrounds, aligning with
the recommendation set by the Parker Review.
As at 31 March 2026
As at 31 March 2025
Board
Executive
management
ALT
2
ALT
direct reports
Total Company
Board
Executive
management
ALT
2
ALT
direct reports
Total Company
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
Men
4
50%
3
10
59%
45
56%
698
56%
3
33%
3
11
61%
50
56%
721
56%
Women
4
50%
1
7
41%
36
44%
533
43%
6
67%
1
7
39%
40
44%
562
44%
Non binary/
other
–
–
–
–
–
–
–
8
1%
–
–
–
–
–
–
–
7
–
Total
8
100%
4
17
100%
81
100%
1,239
100%
9
100%
4
18
100%
90
100%
1,290
100%
As at 31 March 2026
As at 31 March 2025
Board
Executive
management
ALT
2
ALT
direct reports
Total Company
Board
Executive
management
ALT
2
ALT
direct reports
Total Company
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
Number
%
Number
of senior
positions
1
Number
%
Number
%
Number
%
White British
or other White
6
75%
3
16
94%
69
85%
937
75%
7
78%
3
17
94%
73
81%
948
74%
Mixed ethnic
groups
–
–
–
–
–
–
–
36
3%
–
–
–
–
–
1
1%
36
3%
Asian
/Asian British
2
25%
1
1
6%
7
9%
132
11%
2
22%
1
1
6%
7
8%
144
11%
Black/African
/Caribbean
/Black British
–
–
–
–
–
1
1%
54
4%
–
–
–
–
–
2
2%
50
4%
Other
–
–
–
–
–
–
–
20
2%
–
–
–
–
–
–
–
16
1%
Not disclosed
–
–
–
–
–
4
5%
60
5%
–
–
–
–
–
7
8%
96
7%
Total
8
100%
4
17
100%
81
100%
1,239
100%
9
100%
4
18
100%
90
100%
1,290
100%
1.
Senior positions defined as CEO, CFO, SID and Chair of the Board (and included the COO in 2025).
2.
Excludes CEO and CFO who are included in the Board numbers.
Representation at senior levels
The percentage of women on our
Autotrader Leadership Team (ALT)
2
:
41%
(2025: 39%)
The percentage of ethnically
diverse people on our ALT
2
:
6%
(2025: 6%)
The percentage of women
leaders within the Group
2
:
44%
(2025: 44%)
The percentage of ethnically
diverse leaders
2
:
9%
(2025: 9%)
Autotrader Group plc
Annual Report and Financial Statements 2026
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Governance
Financial statements
Working responsibly
continued
MAKING A DIFFERENCE TO OUR COMMUNITIES
AND THE INDUSTRIES WE OPERATE IN
Our people are committed to making a
difference and having a meaningful impact
on the communities we operate in.
Our Make a Difference 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. We support various initiatives in
both the automotive and technology industries.
We are proud members of the Automotive
30% Club, an organisation dedicated to the
recruitment, retention and development of
female talent in the automotive industry. Our
CEO, Nathan Coe, serves as a patron of the club.
We continue to collaborate closely with the
Automotive 30% Club and the Consent Collective
to drive forward the ‘Great Events for All’
initiative, which educates the automotive sector
about sexual harassment and consent, ensuring
that industry events are safe, respectful and
inclusive spaces for all. Our podcast series,
‘Women in the Driving Seat’, continues to
highlight both the challenges and achievements
of women working within the automotive sector.
At our annual Retailer Awards, we celebrate
outstanding women in automotive retail through
our Woman of the Year Award which recognises
inspiring, high-performing women in operational
management roles across the industry.
Additionally, we partner with BEN to support
mental and physical health throughout the
automotive sector, and work with Speed of Sight,
providing driving experiences and track days for
people who are blind or disabled, regardless of
age or ability.
Over the past year, Autotrader hosted a range
of meetups in our event space, bringing together
Manchester’s data, design, delivery and tech
communities. Through recurring events and
sponsorship with groups such as PyData, Her+
Data, Natter UX and the Manchester Java
Community, we continue to support community
engagement and knowledge sharing.
Educational Outreach
This year, we delivered Educational Outreach
through our partnerships with DigitalHER and
DigitalFutures. We supported the third
MentorHER cohort for women early in their tech
careers, ran more Curiosity Camps and Schools
Safaris and launched two new events. Highlights
included Ada Lovelace Day (85 young women
joining our Women in Software Engineering
(WISE) network) and Future Innovators Day, a
digital inclusion hackathon for T Level, A Level
and BTEC students. We also hosted a Black
History Month School Safari with 45 students,
led by our Ethnicity Network.
We continue to support the Careers &
Enterprise Company through the Enterprise
Advisor programme, partnering with two
Manchester schools to shape their careers
strategies and connect them to outreach
opportunities. Additionally, we supported the
Greater Manchester Combined Authority’s
MBacc initiative and promoted technical
education pathways.
As active members of the GM Cornerstone
Employer Group, we participated in numerous
new initiatives, including the Raspberry Pi
Foundation Applied Computing Certification,
modern work experience through EqualEx and
the introduction of virtual work experience.
Our Early Careers team and volunteers delivered
10 “This Girl Is Me” sessions in Manchester and
Oldham, supporting the Automotive 30% Club to
inspire more young women into automotive and
technology careers.
Digital inclusion
This year, we have strengthened our commitment
to tackling digital exclusion through a new
partnership with the national charity, Good
Things Foundation and Greater Manchester
Combined Authority (‘GMCA’). The partnership
builds on the commitment made by Greater
Manchester Mayor to address digital exclusion
across the region, reflecting a shared ambition to
translate policy into practical, long-term action.
Our funding has enabled the launch of a
six-month Greater Manchester initiative
focused on addressing data poverty through
research and strategic planning, rather than
direct delivery. Supported by academic input
from the University of Liverpool, the project
will combine desk research, stakeholder and
community engagement, and a series of
workshops to better understand the scale and
drivers of data poverty. Outputs will include a
co-produced five-year roadmap to help shape
future policy, coordination and investment,
strengthening Greater Manchester’s leadership
on digital inclusion and generating insights with
relevance across the UK.
This year, we continued our partnership with
Forever Manchester to provide the Autotrader
Digital Inclusion Fund, supporting local charities
to deliver technical workshops and programmes.
These efforts are designed to upskill members
of the local community and help bridge the
digital divide.
To further combat digital exclusion, we partner
with local charities to repurpose laptops and
devices. This sustainable approach ensures
our old technology is put to good use, helping
individuals and communities overcome digital
poverty and promoting greater digital inclusion.
SUPPORTING LOCAL COMMUNITIES
Our Autotrader Community Funds
provide financial support to local
community groups and charities in our
office locations of Manchester, London,
Hemel Hempstead and across the UK.
Through our Autotrader sponsorships,
we back fundraising efforts by employees
and customers, and offer funding for
sports kit and equipment sponsorship
for our employees and their families.
PAYROLL GIVING
Employees can donate through payroll
giving — 17% do so — which is further
supported by Autotrader’s match funding
of up to £5 monthly per participant.
VOLUNTEERING
All colleagues can take up to two days per
year to volunteer in the community. This
year, 513 volunteer days were taken, giving
colleagues the opportunity to make a
difference in their local communities.
513
volunteering days taken
Championing local charities
and communities
Autotrader Group plc
Annual Report and Financial Statements 2026
39
Strategic report
Governance
Financial statements
Our governance
& compliance
Working responsibly
continued
OVERVIEW
We are dedicated to conducting business
ethically. Strong governance forms the
foundation of each of our ESG pillars, ensuring
responsible decision-making, effective risk
management, and a culture of integrity among
our people in everything we do. We embed high
standards across our business through a
comprehensive compliance framework, which
encompasses robust policies, procedures,
guidance, and training. As an online marketplace,
the security of our cyber infrastructure and the
protection of data are central to sustaining
customer trust, particularly as we transition
further into digital retailing. Our systems are
continuously updated to reflect our changing
business priorities. In 2026, we achieved full
compliance with the UK Corporate Governance
Code 2024. Further information on our Board
governance structure can be found in the
Governance section from page 53.
CYBER SECURITY
Trust is fundamental to our business. We therefore
place strong emphasis on protecting our services
against cybercrime and fraud. The cyber threat
landscape continues to evolve, and as AI
models become more sophisticated, there is an
increasing risk that they may be exploited by bad
actors. A material cyber breach could result in
reputational damage, financial loss or regulatory
sanctions. The risk of a cyber attack is considered
in our viability scenarios (see page 52).
While cybersecurity risks cannot be fully
eliminated, we mitigate their likelihood and
impact through a comprehensive security
programme overseen by our Chief Technology
Officer. Guided by the NIST Cybersecurity
Framework (‘CSF’), we set clear maturity
targets and use a security-by-design approach
to product development.
Our ‘defence in depth’ strategy incorporates
multi-factor authentication, least-privilege
access controls, and continuous application
testing across our corporate systems and the
Autotrader platform. To ensure accountability,
risks are monitored year-round by the Executive
team and Risk Forum, with formal updates
provided to the Board at least annually.
We validate our resilience through regular
internal audits and annual red team testing
to ensure our defences remain robust against
evolving threats.
Policies and procedures
We have robust measures to detect and respond
to cyber threats, including:
•
A comprehensive Cyber Security Programme
defining scope and roles for leadership,
forums and employees.
•
Awareness initiatives to educate staff on risks.
•
Key policies covering acceptable use, asset
management, access control, bring your own
device, document sharing, generative AI,
information security, key management,
network security, passwords, incident
management, server security, development
lifecycle and vulnerability management.
•
A dedicated security operations team
monitoring and managing incidents in line
with our cyber security incident management
procedures.
•
Advanced data protection across systems
to counter ransomware.
•
Multi-factor authentication protects all
employee accounts.
•
Regular incident simulations, business
continuity testing, vulnerability assessments,
and penetration tests (application, platform,
infrastructure, red team).
•
Security is prioritised in every aspect of our
applications to ensure a trusted platform
for customers and consumers.
PROTECTING OUR CUSTOMER AND
CONSUMER DATA
At Autotrader, data compliance and protection
are central to our operations. We strictly follow
the Data Protection Act 2018 and UK GDPR, with
policies in place for secure and responsible
handling of personal data. This year, we have
also updated our internal processes to reflect
the changes introduced under the Data Use and
Access Act 2025, ensuring our approach to data
handling and governance remains aligned with
the evolving regulatory framework. As a data
controller for customer and employee data, and
a data processor for customer data in some
scenarios, we ensure transparent use governed
by privacy notices across all platforms.
Dedicated teams oversee data privacy, breach
prevention, reporting, compliance and subject
rights. Adherence to regulations is monitored
through our assurance framework, with consumer
enquiries managed via a dedicated mailbox.
The Data Protection team regularly meets with
each Data Owner to support them in managing
their responsibilities, maintaining oversight
of their data assets, and ensuring ongoing
compliance with data protection and security
requirements. In addition, a quarterly
Compliance Steering Group reviews emerging
risks and provides coordinated governance
across the business. Our processes include
Data Protection Impact Assessments (‘DPIAs’),
maintaining Records of Processing Activity
(‘ROPAs’), bi-annual audits, regular privacy
notice updates, and procedures for Subject
Access Requests (‘SARs’) and erasure requests.
Consent is obtained for collecting personal
data and marketing contact, and third-party
providers are vetted for security of personal
information. 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.
Uphold the values of good
corporate governance
and risk management,
underpinned by robust
and effective policies.
Autotrader Group plc
Annual Report and Financial Statements 2026
40
Strategic report
Governance
Financial statements
Working responsibly
continued
Maintaining a trusted and transparent marketplace underpinned
by robust policies and compliance
Autotrader 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.
TAG VERIFICATION
VSTAG FORUM
CONSUMER DUTY
FCA COMPLIANCE
GDPR
Our marketplace
Customers
Consumers
Retailer feedback
We actively gather retailer feedback to enhance
our products and services, supporting
market-leading solutions for our retailer
partners. Customer advisory groups have been
launched to provide direct input into the product
development roadmap.
Voice of the customer
We monitor weekly retailer feedback gathered by
the Partnerships community to assess sentiment
and respond promptly to market issues.
Retailer sentiment tracking
We survey retailers monthly to gather structured
feedback on our partnership relationship,
satisfaction, value for money and brand sentiment.
Consumer research
We operate a dedicated user research capability
within Product & Technology to inform product
development and improve customer experience
through data-led insight.
Consumer reviews
We maintain strong feedback scores across
Trustpilot, iOS App Store and Android Play Store.
Regular consumer pulse surveys track brand health
and consumer sentiment towards Autotrader.
Test-and-learn cycle
Throughout the product development cycle, we
adopt a test-and-learn approach, using surveys,
user interviews, diary studies, usability testing
and eye-tracking. This is complemented by A/B
testing, ensuring continual learning and iteration.
Autotrader Group plc
Annual Report and Financial Statements 2026
41
Strategic report
Governance
Financial statements
Working responsibly
continued
FCA COMPLIANCE
Autotrader Limited, the main trading subsidiary
of the Group, is authorised by the FCA to conduct
consumer credit and insurance intermediary
activities, mainly facilitating finance and
insurance introductions for third parties. It uses
Blue Owl Limited’s technology (trading as
‘AutoConvert’) to enhance digital retail journeys,
with Blue Owl acting as an Appointed
Representative for consumer credit. Autotrader
Leasing Limited (trading as ‘Vanarama’) is
FCA-approved for brokering leases and
continues to develop consumer journeys
starting on Autotrader.co.uk and ending
with Autotrader Leasing.
We have experienced Governance, Risk,
and Compliance teams, robust governance
frameworks, and comprehensive policies, training
and monitoring to ensure FCA compliance —
including financial promotions, product changes,
complaints and vulnerable customer support. Our
Customer Charter commits to delivering positive
outcomes. Our compliance monitoring supports
Consumer Duty requirements amid regulatory
changes in motor finance. We apply the FCA’s
Senior Managers & Certification Regime at both
Autotrader Limited and Autotrader Leasing
Limited, with the relevant ALT and Board members
assessed as Fit and Proper.
BUSINESS ETHICS AND COMPLIANCE
We operate to high standards of trust and
integrity, underpinned by our governance
framework, values, policies and training.
The Group has a clear top-level commitment
to preventing bribery, corruption and financial
crime, with all employees, contractors and
Board members required to complete annual
ethics and compliance training.
Our values guide ethical decision-making
and we work only with partners who share
these principles. We continuously review and
strengthen our policies, procedures, and
controls. For example, over the last year we have
benchmarked our arrangements against new
laws & regulations such as the Digital Markets,
Consumers, and Competition Act, the Online
Safety Act, the Economic Crime and Corporate
Transparency Act and Provision 29. We are
also reviewing our governance arrangements
to capture emerging risks and opportunities
surrounding AI, and have refreshed our
complaints management process which aims to
use customer and consumer feedback to inform
future product development and process
improvements. We publish information about our
supplier payment practices and performance.
On average, Autotrader takes 35 days (2025: 36
days) to pay our supplier invoices, with 97%
(2025: 98%) paid within agreed terms during the
reporting period.
GRIEVANCE REPORTING OR ESCALATION
PROCEDURES
We strive to provide a welcoming workplace
where everyone can perform well and is treated
fairly. We encourage open dialogue and mutual
respect, and do not tolerate discrimination or
harassment. Staff are free to report concerns
and access support through our escalation
procedures, with both informal and formal
options outlined in our grievance policy.
MODERN SLAVERY
Autotrader 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. We are an accredited Living Wage Employer
and 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. Our Modern Slavery Act statements
can be found here https://plc.autotrader.co.uk/
media/m0pl2qce/_modern-slavery-act-
updated-1912.pdf. During 2026, no incidents of
modern slavery or human rights abuse were
identified or reported in our business or
supply chain.
WHISTLEBLOWING
We actively cultivate a transparent and
open culture, and our whistleblowing policy
encourages employees to raise any concerns
about illegal or improper behaviour without fear
of victimisation, discrimination or disadvantage.
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 for employees, customers and
suppliers. Reports are directed to the Audit
Committee Chair and the Company Secretary
or via an independent hotline. No whistleblowing
reports have been received in the year.
TAX TRANSPARENCY
Autotrader maintains responsible tax practices
through strong controls, clear processes and
effective governance overseen by the Audit
Committee. Our tax policy is reviewed annually
to ensure compliance and accuracy in filings.
In 2026, our total tax contribution was £233.5m
(2025: £230.2m), with £107.9m borne by the Group
and £125.6m collected. We recognise tax supports
public services and infrastructure, and we pay
the correct taxes promptly as required by law.
For full details, see our tax strategy at
https://plc.autotrader.co.uk/media/vl4fcqqu/
at_grouptaxpolicy2026.pdf.
plc.autotrader.co.uk/esg/policies-reports
plc.autotrader.co.uk/privacy-notice
plc.autotrader.co.uk/privacy-cookies
To find out more about all of our governance
and compliance policies, please go online:
To find out more about how we are protecting our
customer and consumer data, please go online:
FURTHER INFORMATION
Autotrader Group plc
Annual Report and Financial Statements 2026
42
Strategic report
Governance
Financial statements
How we manage risk
How we
manage risk
Effective risk management supports
sustainable long-term growth and it is an
important part of 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 effectiveness of our frameworks.
AUDIT
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
DISCLOSURE
COMMITTEE
AUTOTRADER GROUP PLC BOARD
Driving Change Together.
Responsibly
AUTOTRADER LEADERSHIP TEAM & SENIOR LEADERS
SUBSIDIARY BOARDS
•
Risk Forum
•
Responsible Change Forum
•
FCA Governance
•
GDPR Steering
•
Cyber Security Forum
•
Disaster Recovery Steering
•
Complaints Steering
•
Trust Forum
•
Health & Safety Committee
BOARD
ENGAGEMENT
GUILD
•
External auditors
•
Internal auditors
•
Other external
assurance
THIRD LINE
SECOND LINE FORUMS
AND COMMITTEES
•
Risk management
•
Internal control
•
FCA compliance
•
GDPR compliance
•
Legal
•
Procurement
•
Cyber security
SECOND LINE
FUNCTIONS
•
Environmental Strategy
working group
ENVIRONMENTAL
STRATEGY
•
Parents’ Network
•
Ethnicity Network
•
LGBT+ Network
•
Women’s Network
•
Social Mobility Network
•
Disability & Neurodiversity
Network
•
Make a Difference Guild
•
Wellbeing Guild
EMPLOYEE GUILDS
& NETWORKS
P24 Working responsibly
P55 Governance overview
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
43
ASSESS AND 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, operational and cultural impacts. Risks are then categorised as:
•
Existential risks: those with the potential to cause fundamental change
within our organisation and wider industry.
•
Operational risks: these tend to be the most prevalent risks and they arise
out of day-to-day business activities.
•
Emerging risks: risks which could have an impact in the future, including risks
arising from new initiatives, new products and new laws and regulations.
Risk appetite
The Board has assessed the principal risks Autotrader faces. It has set a risk
appetite that informs our risk mitigation strategy. Our risk appetite can be
summarised as follows:
FLEXIBLE
As we develop new products to meet changing customer needs and to stay ahead
of our competitors, we acknowledge that there is a potential for financial loss.
As an agile and fast-paced business, we are flexible about taking on these risks
where the potential losses are outweighed by long-term upside opportunities.
Additionally, our business and strategy are both built on the foundations of
longer-term, sustainable growth, and we acknowledge the threats to our short-term
performance from short-term fluctuations in: the macro-economic environment,
the geo-political landscape and societal expectations of employers.
CAUTIOUS
It is crucial to the long-term sustainability of our business that we achieve our
strategy in a responsible manner. There are some areas where pursuit of our
objectives will inevitably involve exposure to risks, including a requirement to
balance the differing needs of our stakeholders.
When we identify such risks, we take a cautious approach and apply measures to
avoid exposing ourselves, and our stakeholders, to harm. Areas where we adopt
a cautious approach to taking risks include our reliance on third parties and
critical suppliers; our brand activity and marketing; and use of debt.
Similarly, whilst we are averse to non-compliance with laws and regulations,
when operating at the forefront of digital innovation we will often need to apply
a degree of legal and/or regulatory judgement, for example where guidance
and market practices are still developing. In such cases we adopt a cautious
approach: continuous, active judgement is applied by specialists, and the
‘compliance by design’ principle is always applied.
AVERSE
There are certain risks that we are generally unwilling to accept as we work towards
our objectives. In these areas we strive to take all reasonable steps to prevent their
occurrence. In particular, we are averse to taking risks in relation to the following:
•
Threats to the security of our website and technology infrastructure.
•
Risks that users of our website and services lose trust in us, including in relation
to preventing frauds and scams.
•
Breaches of laws, regulatory non-compliance, enforcement and financial crimes.
•
Threats to our financial security and our ability to accurately report to our
stakeholders.
•
Criminal acts such as fraud, bribery and tax evasion.
How we manage risk
continued
Adopting Provision 29
The Board is overseeing our adoption
of Provision 29 of the UK Corporate
Governance Code 2024. The change
to the Code has been an opportunity
to reflect on how the Board oversees
risks and controls. Our approach is
detailed in the Report of the Audit
Committee.
RISK IN THE BOARDROOM
Our risk management process aligns
to our strategy. Whilst the Board
reviews the Group’s risk register at
least half-yearly, the Board also
considers the risks associated within
every Board agenda item. Board
meetings over the last year have
considered risks associated with
topics such as technology and cyber
security, automotive market health,
artificial intelligence and employees.
The Board also considers emerging
risks, including emerging risks that
arise from material decisions. Within
the Board’s decision surrounding
Deal Builder, for example, the Board
considered risks such as competitive
threats and legal and regulatory
compliance.
Effective risk management
Our risk management process has four steps, all of which are overseen by the Board.
IDENTIFY
Risks are identified using both a top-down and a bottom-up approach and
risks are captured on the Group risk register. Identification of risks is achieved
mainly via the following:
•
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.
RESPOND AND MITIGATE
Risk owners then consider how best to mitigate or control risks. Proposed
controls and mitigants are reviewed and challenged by 2nd Line Functions,
Forums and Committees to ensure that the response is in line with our risk
appetite. 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.
REVIEW, MONITOR AND ASSURE
The Board and/or Audit Committee monitor the effectiveness of our material
mitigations and controls. Monitoring includes:
•
Continuous monitoring by 2nd Line Functions.
•
Oversight from 2nd Line Functions, Forums and Committees, including
Risk Forum, Cyber Security Forum and FCA Compliance.
•
An Internal Audit programme.
•
Specialist monitoring and assurance from other third parties such as
penetration tests.
P66 Report of the Audit Committee
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
44
7
2
8
1
6
4
5
3
10
9
IMPACT (AFTER MITIGATIONS)
LIKELIHOOD (AFTER MITIGATIONS)
Our principal risks in 2026
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 we face which could affect the
wider automotive industry.
2.
Risks we face from external sources.
3.
Risks we face from internal sources.
RISKS WE FACE FROM EXTERNAL SOURCES
•
AI is evolving at a rapid pace. Adopting it in a meaningful
way that adds real value to consumers and customers is
crucial. There are also opportunities to use AI to further
improve the trust and security of our website.
•
Additionally, whilst we are confident in the value of our
propriety systems and data, there remains a threat that
agentic AI could evolve in a way that disintermediates
Autotrader. Embracing and engaging with how AI could
change how consumers use the internet will therefore be
vital to Autotrader.
•
The competitive landscape includes the threat of big tech
companies venturing into automotive marketplaces, such
as Amazon Autos. We continuously monitor the activities
of existing and future competitors.
RISKS WE FACE WHICH COULD AFFECT THE WIDER AUTOMOTIVE INDUSTRY
•
The automotive industry is exposed to
geo-political and economic risk, both
directly and indirectly. Global macro
events, such as the recent conflict in
the Middle East, can lead to supply
chain disruption, trade tensions,
inflation and heightened finance
costs for both retailers and
consumers. These risks have an
impact on retailer profitability, and
consumer demand and a latent
impact on the used car pipeline.
•
The last year has seen improved new
car supply compared to recent years,
including stimulated supply of EVs,
which should flow through to used car
supply in future years.
•
The Government is reviewing the
Zero Emissions Mandate, which is
scheduled to be completed in early
2027. This policy has already changed
numerous times, and further changes
could heighten uncertainty and affect
the EV transition.
Risks we face which could
affect the wider industry
Risks we face from external
sources
Risks we face from internal
sources
RISKS WE FACE FROM INTERNAL SOURCES
•
Our employees are crucial to the success of Autotrader.
The last year has involved lots of change and it has
been a challenging time for our employees. However,
the foundations have been laid for continued success
in the future, including a state-of-the-art office,
refreshed hybrid-working model and restructured
teams in parts of our business.
•
AI poses risks in relation to how it is used by employees
within their roles. AI tools can heighten efficiency, but
using them in a responsible manner is key to
safeguarding confidential and personal data. As AI
technology evolves, investment in the right AI tools will
be important in the years to come.
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 continuously
and responsibly
9
Climate change
10
Reliance on third parties and partners
How we manage risk
continued
THE EVOLVING RISK LANDSCAPE AND 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 on pages 46 to 50. Below we have summarised the most significant emerging risks.
THE MATRIX BELOW SUMMARISES OUR VIEW OF THE PRINCIPAL RISKS
WE CURRENTLY FACE:
E
X
T
E
R
N
A
L
S
O
U
R
C
E
S
I
N
T
E
R
N
A
L
S
O
U
R
C
E
S
WIDER
INDUSTRY
RISKS
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
45
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
1. Macro risks
RISK AND POTENTIAL IMPACT
In a connected, global industry, we are exposed to the impacts of macro events from 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 unpreventable macro 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
•
Geo-political instability remains high and we tend to feel the disruption caused by knock-on impacts.
Disrupted supply chains, for example, have a latent impact on used car stock pipeline, and there are signs
that the conflict in the Middle East could cause inflation, higher finance and running costs, all of which can
affect the affordability of cars for some consumers.
•
Our ambitions to grow in new car could increase our exposure to the direct impacts of macro risks. Supply
chain disruption, for example, will impact on new car stock available to advertise on Autotrader.
•
Despite continued geo-political instability, we remain financially resilient to major shocks and incidents.
We remain highly cash generative.
HOW WE MANAGE THE RISK
•
We monitor external events continuously. Both the ALT and the Risk Forum evaluate how our business could
be impacted from external events, both in the short term and in the longer term.
•
We regularly 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 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.
•
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.
Increasing
2. Automotive economy, market
and business environment
RISK AND POTENTIAL IMPACT
Adverse changes in supply versus demand for new/used cars will affect retailer profitability. Higher
operating costs and interest rates could also affect retailer profitability and reduce their advertising
spend with Autotrader.
High cost of living and interest rates could affect car buyers’ ability to afford a change of vehicle,
affecting demand.
KEY CHANGES AND OUTLOOK
•
This year saw a tough trading environment for our customers. Higher operating costs and interest rates
on stocking loans during the last year put financial pressures on our customers, affecting their profitability.
•
New car supply increased in FY26, including strong supply from Chinese manufacturers. This, coupled with
consistently high consumer demand, presents a positive outlook for the used car market in the coming years.
•
The FCA’s redress scheme for mis-sold car finance does not impact us directly and whilst there will be an
impact on lenders, the FCA have stated that the impact on the automotive finance market will be “limited”,
reducing the level of uncertainty that we have seen in prior years.
•
Whilst some OEMs have transitioned to the agency model, many have remained with the retailer franchise
model and new entrants are typically opting for the retailer franchise model, reducing the threat that this
risk poses.
HOW WE MANAGE THE RISK
•
We monitor new and used car transactions closely, including monitoring of 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 Autotrader 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
Principal risks and uncertainties
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 report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
46
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 with our strategy, we have to
navigate increased exposure to legal and regulatory risks, particularly those relating to financial services and
data protection. Failure to comply with legal and regulatory requirements could lead to reputational damage,
financial or criminal penalties and impact on our ability to execute our strategic objectives.
KEY CHANGES AND OUTLOOK
•
The Digital Markets, Competition and Consumers Act came into force during the financial year. This places
new obligations on organisations around consumer protections, including Dealer Reviews, and we have
taken several measures to comply. In March 2026 the CMA announced an investigation into online reviews
across a number of companies, including Autotrader and our third party moderator, Feefo. The investigation
is still in the very early stages and Autotrader is cooperating fully with the CMA.
•
Over the last year we have reviewed our counter-fraud arrangements following introduction of the
Economic Crime and Corporate Transparency Act. We have also reviewed our arrangements around
protecting users of our website from illegal/harmful content, which is important to comply with the Online
Safety Act.
•
Our obligations under GDPR and FCA regulations will continue as we scale and evolve Leasing, Deal Builder
and Buying Signals, as well as our ambitions in new car. Our Governance, Risk and Compliance (‘GRC’) team
partners 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 and
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 potential changes in laws and
regulations. We utilise external specialists for specialist advice where needed.
•
Our 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 FCA regulations.
•
Our suite of policies is reviewed regularly, and they are supplemented by mandatory training
for all employees to ensure awareness of, and compliance with, regulatory requirements.
Increasing
4. Competition
RISK AND POTENTIAL IMPACT
External measures show that we have the largest and most engaged automotive audience. 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 products for retailers. This
could lead to a loss of market share.
KEY CHANGES AND OUTLOOK
•
The emergence of agentic AI presents opportunity but also has the potential to disrupt online marketplaces.
Risks include: AI being used to disintermediate marketplaces like Autotrader; and AI being used to direct
consumers directly to relevant adverts, negating the need for retailers to purchase prominence.
•
Large technology organisations continue to operate in segments of the automotive sector. We expect
Amazon to launch Amazon Autos in the UK which would be a new competitor.
•
Despite these factors, our marketplace remains strong and last year saw continued record levels
of cross-platform visits.
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. 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.
•
Customer Advisory Groups have been introduced recently and will enable customers to provide feedback
on our services.
•
We also work with OEMs to develop solutions to enable them to advertise their new car pipeline stock
on our website.
•
We work in an agile way which enables us to respond quickly to emerging competitive threats.
Increasing
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
47
OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
Principal risks and uncertainties
continued
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 internal threat or an external cyber-attack, would lead
to a loss in confidence by the public, our suppliers, retailers and advertisers.
KEY CHANGES AND OUTLOOK
•
Our Cyber Security and Disaster Recovery Forums 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 monitor the external environment for cyber security threats. Over the last year we have
continued to invest in our technology platform and in our cyber defences.
•
Recently, Anthropic have withheld the public release of their Mythos AI model due to its ability to
autonomously discover and exploit “zero-day” cyber security vulnerabilities. As AI models become
increasingly sophisticated, there is a risk that they could be used by bad actors.
•
We are also monitoring how quantum computing could evolve, which poses threats to security if it is used
by bad actors.
•
We have rolled out secure and confidential AI tools for all employees to enable them to use AI in their
day-to-day roles. Our Cyber Security Forum oversees AI use from a security perspective and our Product &
Technology Community is leading on developing AI tools, both for employee productivity and for customer-
and consumer-facing products.
•
We successfully rolled out Mac laptops to all employees and have built improved physical security into the
design of our new Manchester office.
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 our services.
•
All our systems are cloud-based which brings resilience to incidents, and 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 and information security awareness training on at least an annual basis.
•
Our multi-year project to upgrade our internal systems used by our customer and consumer support teams
remains a priority.
•
We use the NIST 2.0 Cyber Security Framework to manage and control cyber and technology 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 maintaining 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
•
In January 2026, we moved to a new, state-of-the-art office in Manchester. This increased capacity and
provided improved facilities, enabling better collaboration and productivity.
•
Political and societal polarisation continues to be a threat, and this has the potential to affect our
employees and affect our culture and morale.
•
From a culture and morale perspective, the second half of the year has been difficult for our employees.
Factors include some restructuring during FY26; the recent fall in our share price; and negative sentiment
from retailers in response to the scaling of Deal Builder, all causing some uncertainty and unease.
•
These factors have been reflected in our current measure of employee engagement, which saw a decline
from 91% to 72%.
•
We commenced ‘listening’ sessions within the business aimed at increasing engagement.
•
We are reviewing and refreshing our policies and processes to comply with the Employment Rights Act.
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.
•
Well-embedded policies covering all areas of employee risk to ensure that employee cases are handled in
a compliant manner, including disciplinary, grievance and capability.
•
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 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.
•
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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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
•
We launched our new marketing campaign, ‘It’s Time for Autotrader’, which was designed to target the
25-34 year-old demographic. We estimate that this campaign will reach 96% of this demographic in the UK.
•
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 are founding members of the Vehicle Safe Trading Advisory Group (‘VSTAG’) and this group will
celebrate its 20th year in the coming year. We work with players in the industry to collectively fight against
unscrupulous behaviours. We also work closely with law enforcement to help them to prevent and
investigate potentially criminal behaviour.
•
We continue to seek ways to use AI to prevent and detect potential frauds and scams, and this will evolve
in the coming years as models become more sophisticated.
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 Autotrader 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.
•
We proactively monitor 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 continuously
and responsibly
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
•
Our roll-out of Deal Builder in the autumn was met with resistance from some retailers. We are evolving our
retailer engagement strategy to ensure that our customers have a voice in how we shape our products,
which includes Customer Advisory Groups with diverse representation from across our retailer customers.
•
We launched Buying Signals which enables retailers to prioritise leads from high-intent buyers.
•
We continue to invest heavily in our technology platforms. In FY26 we launched an AI platform which
enables us to quickly productionise AI products.
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.
•
Recently introduced Customer Advisory Groups to capture retailer feedback supplement our existing
forums which include the Manufacturers Forum and the CEO Forum.
•
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 a technology platform which
enables us to develop and release software safely and securely, at pace.
•
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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OUR STRATEGIC PRIORITIES
Marketplace
Digital retailing
Platform
Working responsibly
Principal risks and uncertainties
continued
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 Autotrader’s systems to access our services and data, whereas others use third-party
technology systems that we have integrated with. We continue to work closely with these technology
partners to enable our customers to use our platform capabilities.
•
Our Vehicle Check product has been successfully rolled out and we are now entirely self-sufficient by
sourcing all data directly from source, rather than via intermediary organisations.
•
Despite the ongoing geo-political risks over the last year, our supplier-base has remained resilient.
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 regularly review our contingency arrangements to ensure we can
act quickly in the event of disruption.
•
Contracts and service level agreements are in place with 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.
Decreasing
9. Climate change
RISK AND POTENTIAL IMPACT
The automotive industry is a high contributor to emissions, and there is pressure from consumers and the
Government for the industry to reduce its environmental impact. Failure to deliver on our environmental
commitments could affect our reputation as a responsible business.
The shift from internal combustion engines (‘ICE’) to electric vehicles (‘EVs’) could prompt changes to car buyer
behaviour. Factors which might inhibit mass consumer adoption of EVs include: the high price of EVs compared
to ICE equivalents; potential for improvements in public transport; changing Government policy and reduced
incentives such as increasing taxes on EVs; range anxiety; and anxiety 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
•
Despite discounts aimed at stimulating demand for EVs, price disparity between ICE and EVs has remained
a barrier to mass-adoption of EVs. Additional barriers include price inequality between public and private
charging, and anxiety around the availability and reliability of public EV charging.
•
In the calendar year 2025, EVs made up c.23% of all new car registrations, below the 28% target set by the
ZEV mandate. The target for calendar year 2026 increases to 33% and it is likely that manufacturers will
again use discounts to stimulate demand.
•
We are seeing a pipeline of EVs flowing through to used, and our data indicates that consumer appetite for
used EVs is strong.
•
Historically, our carbon emissions have been relatively low. However, they have increased this year owing
to two primary factors: the initial costs of our new office; and the practice of purchasing vehicles within
our Leasing business. Vehicle purchases is the primary source of our carbon emissions and this activity will
continue in the near future, leading to higher carbon emissions attributable to the Group versus prior years.
•
We introduced the Responsible Change Forum. This brings senior stakeholders together to shape and
oversee our ESG strategy.
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.
•
The newly introduced Responsible Change Forum meets regularly and reports to the Corporate
Responsibility Committee.
•
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 2024 (the ‘Code’),
the Directors have assessed the Group’s
prospects and long-term viability 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 8 to 12, 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 2031 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 primarily assessed
through its strategic planning process. Each year,
the Group CEO and CFO lead a review of the
ongoing plan with the Autotrader Leadership
Team (‘ALT’), working closely with relevant
functions across the business. The Board is fully
involved in this process and considers whether the
plan appropriately reflects developments in the
external environment, including technological,
social and macro-economic trends.
This annual review results in a refreshed set of
objectives which underpin our three strategic
focus areas and our Environmental, Social and
Governance (‘ESG’) priorities, together with an
assessment of the risks that could impact
delivery and the annual financial budget. The
most recent updates were completed in March
2026, which reflect the Group’s current position
and outlook for the year ahead. Progress against
this plan is monitored monthly by both the ALT
and the Board.
Detailed financial forecasts covering the
five-year period to March 2031 have been
prepared. These consider customer numbers,
stock levels, ARPR, revenue, profit, cash flow
and key financial ratios, and assess our funding
requirements, including ongoing compliance
with covenants under the Group’s Syndicated
Revolving Credit Facility (‘Syndicated RCF’).
The first year of the forecast is aligned to the
Group’s 2027 annual budget, with subsequent
years prepared in detail and flexed to reflect
actual performance 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 areas outside of advertising, 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 assumptions are reflected in the Group’s
emerging and principal risks and uncertainties,
set out on pages 45 to 50, over which the Directors
have conducted a robust assessment. The
principal risks summarise the matters that could
prevent delivery of the Group’s strategy, or
threaten its business model, performance,
solvency or liquidity, and include several risks that
could also impact the Group’s ongoing viability.
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Principal risks and uncertainties
continued
ASSESSMENT OF VIABILITY
The Group’s strategic and financial planning process provides the Board’s best view of the business’s
future prospects. For the viability assessment, additional scenarios have been modelled linked to
a number of the Group’s principal risks and uncertainties, as set out on pages 45 to 50, to quantify
the potential impact of these risks crystallising over the assessment period. While all principal risks
were considered, only those representing severe but plausible scenarios were modelled in detail.
These were:
Scenario modelled
Links to principal risks
Scenario 1: Severe macro-economic shock
Assumed a weakness in UK growth, high inflation, and prolonged period of
elevated interest rates, this scenario assesses the impact of a renewed adverse
macro-economic shock. The current environment could lead to lower consumer
confidence and reduced vehicle demand. A sustained downturn of this nature could
materially affect the automotive supply chain and limit the Group’s customers’ ability
to trade profitably, resulting in lower 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.5% decrease in
Autorama revenue were assumed due to reduced demand and consumer confidence.
Modest recovery was assumed from financial year ended March 2029.
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: Cyber attack
A cyber attack affecting either the Group or a key supplier could lead to data loss
and disruption to the Group’s systems and infrastructure, resulting in reduced
revenue, additional costs of regulatory fines, remediation and reputational damage.
This scenario assumes a cyber incident that triggers the maximum General Data
Protection Regulation (‘GDPR’) fine (4% of Group revenue), coupled with significant
reputational harm. The resulting loss of confidence in the Group’s products and
services ultimately leads to 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 2028
before gradual recovery from financial year ended March 2029 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
Risk 10:
Reliance on third
parties
Scenario modelled
Links to principal risks
Scenario 3: Increased competition
This scenario assumes a shift in the competitive landscape following the takeover
of a competitor by a well-capitalised third party or the entry of a new player. A
competitor could develop a superior consumer experience or retailer products,
including AI-driven tools that disintermediate the marketplace or route consumers
directly to specific vehicles. This could disrupt the Group’s market share and change
retailer behaviour, limiting revenue growth through fewer retailers and/or lower ARPR
due to reduced pricing power and lower demand for prominence products.
Revenue assumptions:
Approximately 10% of retailers are lost in FY27, 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 were 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 2029 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
continuously and responsibly
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 this assessment, the Directors confirm that they have a reasonable expectation that the
Group will continue to operate and meet its liabilities over the five-year period ending March 2031.
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 52, was approved by the Board on
21 May 2026 and signed on its behalf by:
Nathan Coe
Chief Executive Officer
21 May 2026
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54
Chair’s introduction
55
Governance overview
57
Board of Directors
59
Corporate governance statement
64
Report of the Nomination Committee
66
Report of the Audit Committee
72
Report of the Corporate Responsibility Committee
73
Directors’ remuneration report
83
Directors’ report
How our business is governed in the best
interests of our shareholders in alignment
with the Code.
Governance
P53 – 86
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At March 2026
5
1
2
0-3 years
6-9 years
3-6 years
At March 2026
4
4
Women
Men
At March 2026
At March 2026
5
2
1
Independent
Chair
Executive
At March 2026
2
6
Ethnically diverse Directors
White Directors
BOARD ACTIVITIES
Key items considered by the Board during the
year are summarised on page 61. In addition to its
scheduled meetings, the Board held its annual
two-day deep dive into the long-term strategy
and business plans, using the sessions to explore
future trends and factors likely to affect the
Group over the longer term. In October 2025, the
Board dedicated time to reflecting on different
revenue opportunities and customer segments
(Retailers, OEMs, Finance and Ancillary).
ANNUAL GENERAL MEETING
Our Annual General Meeting (‘AGM’) will be held
at 11:00am on Thursday 16 July 2026 at No.3 Circle
Square, 3 Hawkshaw Street, Manchester, M1 7BL.
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
21 May 2026
Dear shareholders,
Autotrader is committed to upholding
high standards of corporate
governance and complies in full with
the UK Corporate Governance Code
2024 (‘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 2024 (the ‘Code’), which applies
to Autotrader for the first time in this financial year
(with the exception of Provision 29 around the
effectiveness of our material internal controls,
which will apply for our financial year ending
31 March 2027). 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 2024 during the year. The
following pages, including the Committee reports,
outline our governance arrangements, and
detail how we have met the Code requirements.
PLANNED LEADERSHIP SUCCESSION
Over the past 18 months, as part of our planned
Board succession and in line with the Corporate
Governance Code’s nine-year independence
guideline, one Non-Executive Director reached
the end of their third three-year term and another
completed their second. Accordingly, at the AGM
on 18 September 2025, Jeni Mundy and Sigga
Sigurdardottir did not stand for re-election. We
thank them for their significant contributions,
including Jeni’s leadership as a Committee Chair.
Following the 2025 AGM, Megan Quinn, who joined
the Board on 1 July 2025, was appointed Chair of
the Corporate Responsibility Committee. Adam
Jay, also appointed on 1 July 2025, joined the Board
as a Non-Executive Director.
INDUCTION
The recent Board refresh and succession
changes make a robust induction process
essential to ensuring new Directors quickly gain
a clear understanding of the business. Further
details on our induction approach can be found
on page 62.
Chair’s introduction
Matt Davies
Chair
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.
Length of tenure
2
Ethnic diversity
1
Gender diversity
Independence
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Governance overview
AUTOTRADER GROUP PLC BOARD
Driving Change Together. Responsibly
The Board is responsible for the governance of the Company and for full compliance with
all provisions of the 2024 Corporate Governance Code, which are set out below:
AUTOTRADER LEADERSHIP TEAM & SENIOR LEADERS
SUBSIDIARY BOARDS
A ROBUST CORPORATE GOVERNANCE FRAMEWORK
AUDIT
COMMITTEE
Amanda James
Committee Chair
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.
P66 Read more
REMUNERATION
COMMITTEE
Geeta Gopalan
Committee Chair
Responsible for all elements
of the remuneration of the
Executive Directors, the Chair
and senior employees.
P73 Read more
CORPORATE RESPONSIBILITY
COMMITTEE
Megan Quinn
Committee Chair
Assists the Board in fulfilling its
oversight responsibilities in respect
of corporate responsibility and
sustainability for the Company
and the Group as a whole.
P72 Read more
DISCLOSURE
COMMITTEE
Assists the Board in discharging its
responsibilities relating to monitoring
the existence of inside information
and its disclosure to the market.
NOMINATION
COMMITTEE
Matt Davies
Committee Chair
Reviews the structure, size and
composition of the Board and
its Committees, reviews their
performance and makes
recommendations to the Board. Also
covers diversity, talent development
and succession planning.
P64 Read more
plc.autotrader.co.uk/investors
corporate-governance/
BOARD LEADERSHIP AND COMPANY PURPOSE
DIVISION OF RESPONSIBILITIES
AUDIT, RISK AND INTERNAL CONTROL
COMPOSITION, SUCCESSION AND EVALUATION
REMUNERATION
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Compliance with the 2024 Code
The Company has complied in full with all provisions of the 2024
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 52, 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 59.
The Board’s engagement and interactions
with employees, shareholders and other
stakeholders are described in detail on
pages 14 to 15 and page 59.
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
performance review of the Board, its
Committees and individual 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.
The work of the Committee is described
on pages 64 to 65.
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 60.
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 2026, the Board consisted of
the Non-Executive Chair (who was assessed
as independent on appointment), five
Independent Non-Executive Directors and
two Executive Directors. Therefore at least
half of the Board, excluding the Chair, are
Independent Non-Executive Directors.
Refer to page 61 for details of Board and
Committee meetings and attendance, and to
the biographies on pages 57 to 58 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 who has recent
and relevant financial experience, 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 the
integrity of financial and business reporting,
risk management, internal control, internal
audit and external audit, including leading
the external audit tender process.
The work of the Committee is described
on pages 66 to 71.
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 68 for details of
the evaluation of the risk management and
internal control framework, and to pages 43
to 50 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 73 to 82.
Governance overview
continued
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
57
Board of Directors
N
SKILLS AND EXPERIENCE
Matt joined Autotrader as Chair Designate
with effect from 1 July 2023, and assumed
the role of Company Chair 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 plc
and a Non-Executive Director of Dunelm
Group plc. 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
D
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 Autotrader in 2007 to
oversee the transition from a magazine
business to a pure digital company. 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 Autotrader, 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
D
SKILLS AND EXPERIENCE
Jamie was appointed Chief Financial
Officer (‘CFO’) in March 2020. Prior to this
he was Autotrader’s CFO-Designate and
Deputy CFO. During his time at Autotrader,
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.
He then joined Autotrader in 2012.
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
R
A
CR
N
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, Intrum AB,
ClearScore Group and as a Trustee of The
Old Vic Theatre. She previously served as
a Non-Executive Director of Funding Circle
plc, 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
•
Intrum AB
•
NatWest Group plc
Geeta Gopalan
Senior Independent
Non-Executive Director
COMMITTEE MEMBERSHIPS
A
Audit
D
Disclosure
R
Remuneration
CR
Corporate Responsibility
N
Nomination
Chair
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
58
Board of Directors
continued
COMMITTEE MEMBERSHIPS
A
Audit
D
Disclosure
R
Remuneration
CR
Corporate Responsibility
N
Nomination
Chair
A
R
CR
N
SKILLS AND EXPERIENCE
Jasvinder is 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
A
R
CR
N
SKILLS AND EXPERIENCE
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
A
R
CR
N
SKILLS AND EXPERIENCE
Megan is a technology startup investor
and currently serves as a Non-Executive
Director of Oxford University Press,
Handshake, Niantic and Pendo.
She was previously COO of Niantic and
a general partner at Spark Capital and
Kleiner Perkins, where she invested in
notable companies including Uber, Slack
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 degrees
from Stanford University.
APPOINTED TO PLC BOARD
July 2025
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
None
D
SKILLS AND EXPERIENCE
Claire joined Autotrader 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.
Megan Quinn
Independent Non-Executive Director
A
R
CR
N
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 an Independent Non-Executive
Director of British Land plc and will be
appointed Audit Committee Chair with
effect from 14 July 2026. Amanda is also an
Independent Non-Executive Director and
Audit Committee Chair of Rightmove plc.
APPOINTED TO PLC BOARD
July 2024
INDEPENDENT ON APPOINTMENT?
Yes
EXTERNAL PLC APPOINTMENTS
•
British Land plc
•
Rightmove plc
Amanda James
Independent Non-Executive Director
Claire Baty
Company Secretary
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
59
This Corporate governance statement explains key
features of the Company’s governance framework.
The Company has complied in full with all provisions
of the 2024 UK Corporate Governance Code during
the year.
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
Autotrader has a values-led culture, underpinned
by a diverse and inclusive workforce. To ensure
that the culture remains aligned with our
long-term strategy and is embedded in the
organisation, the Board ensures that clear
values have been set, demonstrates behaviours
consistent with these values, and monitors
the culture and behaviours of the organisation.
The Board receives a quarterly Cultural
Scorecard that tracks key cultural measures,
including staff retention, diversity, investment in
training, absence levels, employee engagement,
internal audit findings, customer feedback and
complaints. The Board also engages directly
with the workforce as described below.
WORKFORCE ENGAGEMENT
A Board Engagement Guild operates as the
Board’s primary mechanism for workforce
engagement. Its membership is drawn from
across the business and varies depending on
the topic under consideration. Members gather
views from their colleagues to share with the
Board on matters such as organisational
change, workplace environment and
Executive Remuneration.
The Board has decided that it is not appropriate to
designate a single Non-Executive Director to lead
employee engagement and instead allocates the
responsibility across all Non-Executive Directors.
Accordingly, the Guild meets with the Chair and
all Non-Executive Directors, without Executive
Directors or any members of senior management
present. Non-Executive Directors are also invited
to attend Company events including the annual
conference, departmental update days and
Diversity and Inclusion Guild events.
The Company also uses a number of well-
established channels to engage with the
workforce, including regular check-in surveys, the
annual employee engagement survey, the annual
conference, quarterly virtual updates, regular
communications from the CEO via email and
video, and both formal and informal open forums.
WHISTLEBLOWING
A whistleblowing policy is in place that sets out
the channels available for employees to raise
concerns, including the option to report matters
directly to the Audit Committee Chair. The policy
also provides access to an independent,
anonymous whistleblowing telephone service,
enabling concerns to be raised on a strictly
confidential basis.
Reports are directed to the People Director and
the Company Secretary. The Audit Committee
receives regular updates on all matters reported
— whether via the anonymous service or other
routes — together with details of investigations
undertaken and any resulting actions.
ENGAGEMENT WITH SHAREHOLDERS
The Board maintains a comprehensive investor
relations programme to ensure that existing and
potential investors have a clear understanding
of the Company’s strategy and performance. As
part of this programme, the Executive Directors
deliver formal presentations to investors and
analysts at the half-year and full-year results.
These updates are webcast live and published
on the Group’s investor relations website and
are followed by investor roadshows with UK and
international shareholders.
The Company also undertakes an ongoing
programme of conference participation and
one-to-one and group meetings with institutional
investors, fund managers and analysts. These
discussions cover a broad range of topics;
however, care is taken to ensure that any
price-sensitive information is disclosed to all
shareholders at the same time. Meetings on
governance matters are attended by the Chair
or another Non-Executive Director and the
Company Secretary as appropriate. Private
shareholders are invited to provide feedback
and contact the Board via ir@autotrader.co.uk.
The Board receives regular reports on share price
performance, trading activity and changes in
institutional shareholdings. It is also provided
with analyst opinions, forecasts and feedback
from the Company’s joint corporate brokers,
Bank of America and Deutsche Numis, on both an
attributed and non-attributed basis, as well as
insights from its financial PR advisers, Sodali. Any
significant shareholder concerns are escalated
to the Board by the Executive Directors.
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 2025 AGM, all resolutions were passed with
votes in support ranging from 93.9% to 100%. The
2026 AGM will take place at 11:00am on Thursday
16 July 2026 at the Company’s registered office:
No.3 Circle Square, 3 Hawkshaw Street,
Manchester, M1 7BL. All Directors 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.
Corporate governance statement
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
60
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.
At the date of this report, the Board consists of the
Non-Executive Chair, five Independent Non-
Executive Directors and two Executive Directors.
Matt Davies was considered to be independent
on appointment. All of the Non-Executive
Directors (Jasvinder Gakhal, Geeta Gopalan,
Amanda James, Adam Jay and Megan Quinn)
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 82, and they received no additional
remuneration from the Company during the year.
Therefore, at 31 March 2026 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.
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.
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 Autotrader 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.
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
DISCLOSURE
COMMITTEE
•
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.
Company Secretary
A robust corporate governance framework
Committees
Board roles
Division of responsibilities
Corporate governance statement
continued
AUDIT
COMMITTEE
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
61
Key activities of the Board and Committees during 2026
STRATEGY & GROWTH
•
Strategy session focused on Retailers,
OEMs, Finance and Ancillary.
•
Approve the strategic priorities for FY27.
•
Review and approve the mid-term financial
plan for viability scenarios.
OPERATIONAL
•
Digital Retailing deep dive on Deal Builder.
•
Review of Private Selling and Auction
propositions.
•
Deep dive into the core advertising
business and pricing.
•
Overview of consumer search and branding.
FINANCIAL
•
Review and approve FY27 plan.
•
Approval of half-yearly report, Annual
Report and Preliminary Results.
•
Review and approval of capital policy.
•
Review of tax compliance including Digital
Services Tax.
PEOPLE & CULTURE
•
Board Engagement Guild meetings
covering topics including discussions on
Directors’ remuneration, early careers
programmes, product and technology,
and customer facing teams.
•
Approval of FY25 bonus outturn for
Executive Directors and Single Incentive
Plan vesting for senior management.
•
FY26 PSP and Single Incentive Plan targets
and grants.
•
Succession planning for Executive
Directors and senior management.
•
Director and senior management
salary reviews.
•
Pay gap reporting.
SHAREHOLDERS & OTHER STAKEHOLDERS
•
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, RISK MANAGEMENT
& INTERNAL CONTROL
•
Governance and regulatory updates
including regulatory developments and
a general legal and regulatory update.
•
Review and approval of Group risk register.
•
Internal audit update including reviews of
cyber risk management, data protection, FCA
compliance and Provision 29 preparation.
•
Review of cyber defences and insurance
programme.
•
Review of internal and risk management
framework, material internal controls
and assurance plans in preparation for
Provision 29.
•
Review of external audit effectiveness and
approval of external audit tender outcome.
•
Internal Board performance review
feedback and action plan.
•
Review of Board succession plans.
•
Approval of material contracts.
Corporate governance statement
continued
ATTENDANCE AT MEETINGS
Board
Nomination
Committee
Audit
Committee
Corporate
Responsibility
Committee
Remuneration
Committee
Number of scheduled meetings held
10
2
4
2
3
DIRECTOR
1
Matt Davies
10/10
2/2
N/A
N/A
N/A
Nathan Coe
10/10
N/A
N/A
N/A
N/A
Catherine Faiers
2
8/8
N/A
N/A
N/A
N/A
Jamie Warner
10/10
N/A
N/A
N/A
N/A
Jeni Mundy
3
4/4
N/A
2/2
1/1
1/1
Sigga Sigurdardottir
3
3/4
N/A
0/2
0/1
0/1
Jasvinder Gakhal
10/10
2/2
4/4
2/2
3/3
Geeta Gopalan
10/10
2/2
4/4
2/2
3/3
Amanda James
10/10
2/2
4/4
2/2
3/3
Adam Jay
4
8/8
2/2
3/3
1/1
2/2
Megan Quinn
4
8/8
2/2
3/3
1/1
2/2
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.
Catherine Faiers resigned from the Board with effect from 9 December 2025.
3.
Jeni Mundy and Sigga Sigurdardottir retired from the Board at the 2025 AGM.
4.
Adam Jay and Megan Quinn were appointed to the Board on 1 July 2025.
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-year and full-year 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 2026
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 13 to 16.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
62
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.
KEY AREAS
COVERED AS PART
OF ONBOARDING
AND INDUCTION
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.
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.
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.
Ways of working
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.
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.
PRESENTERS
Company Secretary,
Governance, Risk and
Compliance team, Group
Finance team, external
legal counsel.
Company Secretary,
Board and Committee
Chairs, external advisors.
Executives and
Autotrader
Leadership Team.
Employees.
Autotrader Leadership
Team and key employees
with specialist knowledge
in their area.
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.
Megan Quinn and Adam Jay joined the Board
in July 2025 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.
As part of the detailed induction programme,
key areas covered are set out in the table below.
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63
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 Autotrader. As of the date of this
report, none of the Executive Directors hold
any external directorships.
The Board confirms that the external roles of
the Chair and Non-Executive Directors pose
no unmanageable conflicts of interest.
TIME COMMITMENT
The Board is comfortable that external
appointments of the Chair and the Non-
Executive Directors 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 member’s 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 43 to 50.
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 2026 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.
The Board, through the Audit Committee, has
overseen the plans for adoption of Provision 29,
including the identification of material controls
and an assurance strategy to be implemented in
financial year 2027. Further details are set out in
the Audit Committee report.
FINANCIAL AND BUSINESS REPORTING
Assisted by the Audit Committee, the Board has
carried out a review of the 2026 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 66 to 71 for details of the review process.
See pages 51 to 52 for the Board’s statement
on going concern and the viability statement.
Corporate governance statement
continued
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Annual Report and Financial Statements 2026
64
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
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 2026
•
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.
•
Reviewed the Board and senior
management succession plans.
•
Conducted an internal Board
Performance Review, evaluated results
and identified improvement areas.
FOCUS AREAS FOR 2027
•
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
P57 Board of Directors
Terms of reference –
plc.autotrader.co.uk/investors
Matt Davies
Chair of the Committee
Dear shareholders,
I am pleased to present the Report of the
Nomination Committee for 2026.
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 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 is composed of Independent
Non-Executive Directors. Meetings are
chaired by the Chair of the Board, except when
discussing their own succession or where a
conflict of interest exists. In such cases, the
Senior Independent Director (‘SID’) chairs the
meeting unless the SID is a candidate for the
role or has a potential conflict of interest.
The Committee meets at least once a year and
more frequently as required. Only members of
the Committee are entitled to attend meetings;
however, the Chief Executive Officer is invited to
attend all or part of meetings to provide insights
on key talent within the business.
SUCCESSION PLANNING
The Committee continued to focus on developing
and implementing plans for the renewal of
Non-Executive Directors.
In line with the Corporate Governance Code,
which deems independence to be lost after nine
years’ service, Jeni Mundy, Chair of the Corporate
Responsibility Committee who reached the end of
her third three-year term in 2025, did not stand for
re-election at the 2025 AGM. Sigga Sigurdardottir
also stepped down at the AGM, having completed
her second three-year term.
Following Jeni’s departure, the Committee
identified a need to strengthen technology
expertise on the Board, as well as enhance
digital marketplace experience. These priorities
informed the selection of the new Non-Executive
Directors appointed on 1 July 2025, Megan Quinn
and Adam Jay. Megan Quinn also succeeded
Jeni as Chair of the Corporate Responsibility
Committee with effect from the conclusion
of the 2025 AGM.
With respect to Executive succession, the
Committee remains satisfied that the Group’s
succession plans are appropriate and supported
by a strong internal talent pipeline. The
Autotrader Leadership Team has expanded in
recent years, and the Committee believes the
business has the capability to meet its
foreseeable leadership needs. During the year,
Catherine Faiers, formerly Chief Operating
Officer, resigned from the Board with effect
from 9 December 2025 to take up a CEO role
elsewhere. A direct replacement was not
required due to our deliberate approach to
succession planning, which places significant
emphasis on internal development. However,
the Committee remains open to supplementing
internal talent with external hires where this
would benefit the business.
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.
The Committee also considered the targets
set out in UKLR 22.2.30. At year end, the Board
comprised 50% woman, and had two Directors
from a minority ethnic background and the role
of Senior Independent Director was held by
a woman.
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Report of the Nomination Committee
continued
At a leadership level, 41% of the Autotrader
Leadership Team (‘ALT’) and 44% of the ALT’s
direct reports were women, a combined total of
44%. One ALT member and 10% of the ALT’s direct
reports were ethnically diverse, a combined total
of 9%. Improvement of this remains a focus area
for the Committee and the business.
APPOINTMENTS TO THE BOARD
As part of NED succession planning, the
Committee oversaw a thorough search,
selection and appointment process to identify
successful candidates, ensuring that new
appointments were complementary to and
enhanced the current skills and experience
on the Board.
The Committee, led by the Chair and supported
by the Executive Directors and ALT, defined
the required skills and experience for new
Non-Executive Directors, with a strong focus on
technology, digital innovation and marketplace
expertise. A broad and diversity-aware search
was undertaken, using Ivy Street (a recruitment
consultants which has no other connection with
the Company) to identify candidates. Following
extensive interviews with all Executive and
Non-Executive Directors, the Committee selected
the successful candidates, Megan Quinn and
Adam Jay, as announced on 16 May 2025.
Megan and Adam joined the Board with effect
from 1 July 2025 and also became members of the
Audit, Remuneration, Corporate Responsibility
and Nomination Committees. Both Megan
and Adam are considered to be independent.
BOARD AND COMMITTEES’
PERFORMANCE REVIEW
An internal Board and Committee performance
review was carried out during the year, overseen
by the Chair. Each Board member completed an
anonymous questionnaire, with the opportunity
to provide additional commentary.
The Senior Independent Director (‘SID’) oversaw
the review of the Chair’s performance through
individual discussions with each Director. Areas
explored included Board leadership and agenda
management, relationships with management
(particularly the CEO), relationships with
Non-Executive Directors and overall stewardship
of the business. Consolidated feedback was
shared with the Chair in a one-to-one meeting.
An analysis of the results was presented and
discussed at a Nomination Committee meeting.
The review concluded that the Board, each
Committee and the Chair continue to operate
effectively, and that all Directors continue to
make a valuable and constructive contribution.
The results of the 2026 internal review are shown
in the table opposite. The next externally
facilitated review will take place during 2027.
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. 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 Autotrader Group 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 2026 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
21 May 2026
Areas of strength
Areas for improvement
Board meetings:
Board paper formats have become more concise
and are well received.
The strategy session was well planned and
effectively facilitated.
The end-of-meeting “reflections” segment is well received.
Strengthen Board papers with consistent KPI
presentation and inclusion of a brief summary
of key implications and required Board focus.
Ensure agenda has appropriate balance of
strategic, operational and stakeholder items.
Role, knowledge and skills
Productive and open relationships within the Board,
with effective constructive challenge.
The formal induction process for new Non-Executive
Directors was viewed positively and supports effective
onboarding.
Increase informal engagement with
management levels to strengthen
operational insight.
Continue targeted teach-ins on complex areas.
Stakeholders
The reformatting of the Employee Engagement Guild
was supported.
Shareholder views and voting behaviours are
communicated to the Board with transparency and clarity.
Provide structured opportunities for
Non-Executive Directors to observe customer
interactions to strengthen understanding of
customer sentiment.
Strategy, performance and culture
Good awareness of key risks and strong oversight
of risk management.
Continual monitoring of culture and how it is embedded
across the organisation.
Clear articulation of the evolving strategy
to ensure consistent understanding across
the Board.
Strengthen Board insight into customers and
customer sentiment.
Committees
Nomination:
The selection process for new Non-Executive
Directors was rigorous and the COO departure was
handled well.
A more structured approach to succession
planning at the Executive and senior management
levels, across both near-term (emergency) and
medium-term (strategic) horizons.
Audit:
The Committee is viewed as being exceptionally
well managed.
The recent audit tender process was conducted
in a robust, fair and transparent manner.
There is an ongoing desire for paper
succinctness.
Remuneration:
Meetings are chaired effectively;
the Committee exercises appropriate discretion.
External advisors provide consistently high-quality
support.
Continue to review remuneration policy to
ensure alignment with the long-term strategic
goals and culture of the Group.
Corporate Responsibility Committee:
The transition of the
Chair role was seen as an opportunity for fresh oversight.
Monitor the effectiveness of the new
executive forum.
Board evaluation
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Report of the Audit 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
with financial, commercial and/or operating
experience in consumer and digital businesses.
•
The Board has determined that the Chair,
Amanda James, has the recent and relevant
experience required by the Code.
•
At least three meetings held per year,
attended by the Chair of the Board, CEO, CFO,
internal and external auditors by invitation.
P43 How we manage risk
Terms of reference –
plc.autotrader.co.uk/investors
Dear shareholders,
I am pleased to present the Audit Committee’s
2026 report, summarising our key activities and
areas of review during the year.
Alongside the Committee’s ongoing responsibilities
for financial reporting, risk management and
internal controls, our main focus this year was
the external audit tender and preparation for
Provision 29 of the revised UK Corporate
Governance Code 2024.
INTERNAL AND EXTERNAL AUDITORS
The Internal Audit function remains co-sourced,
with our in-house resource collaborating
alongside BDO LLP (‘BDO’). Our external auditor,
KPMG LLP (‘KPMG’), provides independent
assurance over our financial statements. During
the year, our audit engagement partner rotated,
with Ailsa Griffin succeeding David Derbyshire,
whose five-year term concluded in May 2025.
Both our internal and external auditors regularly
attend Audit Committee meetings, providing
valuable insights and challenge.
Internal Audit updates and plan delivery
Internal Audit reported on delivery of the
risk-based audit plan and the findings from
completed reviews. Key areas covered this
year included our Provision 29 programme, the
fraud framework, as well as operational and
compliance reviews. The Committee reviewed
remediation plans for any findings, and
monitored progress against agreed actions.
Effectiveness of internal and external audit
The Committee reviewed effectiveness and
independence, including resourcing, audit
approach and level of challenge, and concluded
that both internal and external audit continued
to provide appropriate assurance.
KEY ACTIVITIES DURING THE YEAR
Provision 29 readiness
A key focus during the year has been preparation
for the material controls declaration required
under Provision 29, including agreeing the
principles for defining material controls and
OUR PROGRESS IN 2026
•
Monitored the integrity of financial
reporting and the Group’s going concern
and viability statements.
•
Reviewed key policies (including treasury
and Whistleblowing), the Tax Strategy
statement and impairment policy.
•
Received updates on GDPR, tax, cyber
security, Consumer Duty and ECCTA,
including readiness actions for the failure
to prevent fraud offence.
•
Considered internal audit reports, including
Provision 29.
•
Assessed the quality, effectiveness
and independence of our internal and
external auditors.
•
Led the audit tender process.
•
Reviewed the planned approach to Provision
29 of the UK Corporate Governance Code.
FOCUS AREAS FOR 2027
•
Complete Provision 29 readiness and
support the Board’s first declaration on
the effectiveness of the Group’s material
internal controls.
•
Continue to monitor geo-political risks,
emerging risks and regulatory change, with
focus on cyber security and technology
resilience, fraud risk and evolving areas
such as AI governance.
•
Continue to focus on maintaining strong
financial reporting and audit effectiveness,
and ensure timely remediation of any
control findings.
Amanda James
Chair of the Committee
adapting the existing controls framework. The
Committee has developed a shared understanding
of the controls most critical to the Group across
financial reporting, operational and compliance
processes and an initial assurance approach
has been agreed. This has been supported by
the implementation of software to strengthen
documentation, evidence capture and reporting.
The Committee is satisfied with the progress
made and that the approach is proportionate
and appropriately integrated.
Audit tender process
Following nine years of service by KPMG to March
2026, we ran a comprehensive audit tender.
The Board decided to retain KPMG as auditor
for the financial year ending 31 March 2027.
LOOKING FORWARD
The Committee’s priority in the year ahead
will be to complete its Provision 29 readiness
programme. Alongside this, the Committee will
continue to oversee financial reporting, internal
controls and audit effectiveness. The Committee
will also maintain oversight of emerging risks and
regulatory developments, with a particular focus
on cyber security and technology resilience, fraud
risk and evolving areas such as AI governance.
At the 2025 AGM, shareholders approved the
re-appointment of KPMG LLP as the Company’s
external auditor, and the Committee has
recommended their re-appointment at the
2026 AGM.
This Audit Committee Report should be read in
conjunction with the external auditor’s report
(from page 88) and the Autotrader Group plc
financial statements.
My thanks to my fellow Committee members,
the Finance and GRC teams, and to KPMG and
BDO for their continued challenge and diligence
throughout the year.
I will be available at the AGM to answer any
questions relating to the work of the Committee.
Amanda James
Chair of the Audit Committee
21 May 2026
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Annual Report and Financial Statements 2026
67
Report of the Audit Committee
continued
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 2026 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 comprises two cash-generating
units (‘CGUs’), Digital and Autorama, both of
which are subject to annual impairment testing.
Management’s assessment of the
recoverability of the carrying value is informed
by discounted future cash flow forecasts. The
key area of judgement relates to the projected
revenue growth for Autorama, particularly the
assumptions around market share.
The Committee reviewed and challenged the
assumptions used by management, with particular
focus on the market and market share revenue
growth estimates underpinning the value in use
calculation for the Autorama CGU. Following this
review, the Committee concluded that the
judgements applied were reasonable. The
Committee was satisfied with the forecasting
approach, the outcomes of management’s
assessment and the sensitivities disclosed.
Revenue recognition
Although revenue recognition for the Group is
inherently straightforward, it continues to be
an area of significance due to the high volume
of transactions and the materiality of revenue
to the financial statements.
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 are required to assess the
Group’s longer-term viability and confirm
that they have a reasonable expectation
that the Group will continue to operate and
meet its liabilities as they fall due.
The Directors have determined a five-year
period as the appropriate timeframe over
which to assess the Group’s prospects.
In addition, the Directors are required to
consider the appropriateness of the going
concern assumption.
The Committee reviewed management’s work
supporting both the going concern assessment and
the viability statement. This included consideration
of the Group’s Medium-Term Plan and cash flow
forecasts to March 2031. The Committee discussed
with management the rationale for the five-year
assessment period and evaluated its alignment
with the Group’s principal risks and uncertainties,
as disclosed on pages 45 to 50. The Committee also
assessed the feasibility and timing of the mitigating
actions identified to provide financial flexibility
under severe but plausible scenarios.
Following this review and challenge, the Committee
evaluated the conclusions reached on going
concern and viability, together with the proposed
disclosures, and was satisfied that these were
appropriately reflected in the financial statements.
Investment value in joint venture
The Group holds a joint venture investment
in Dealer Auction, alongside Cox Automotive
UK. Management’s assessment of the
recoverability of the carrying value of this
investment, including goodwill, is based
on discounted future cash flow forecasts.
The Committee reviewed the assumptions made
by management, with a particular focus on the
cash flow forecasts supporting the carrying value,
and concluded that these had been appropriately
reflected in the financial statements.
FAIR, BALANCED AND UNDERSTANDABLE
At the request of the Board, the Committee reviewed the content of the 2026 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?
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Annual Report and Financial Statements 2026
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Report of the Audit Committee
continued
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 2026 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 Autotrader’s risk
management and internal controls frameworks, and, where relevant, ensuring that weaknesses
are remediated in a timely manner. During 2026, 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 Autotrader’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 Autotrader’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 2026, no material internal control weaknesses were identified.
•
Reviewing cultural and ethical indicators to ensure that Autotrader’s culture sets a solid foundation
for effective risk management. The review included reporting from management confirming that
during 2026 there have not been any known material 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.
FAMILIARISATION & BOARD ENGAGEMENT
Throughout the implementation of Provision 29, the Board has held debates and workshops to reflect
on its oversight of the Group’s risk management and internal control systems, identifying opportunities
to strengthen these arrangements further.
SCOPE & MATERIALITY
The Board has agreed the definitions of “material controls” across Financial, Reporting, Operational
and Compliance categories. Our definitions of materiality will ensure the Board can focus on the
controls most critical to the Group and our key stakeholders.
APPROACH
The Board has overseen the application of these materiality criteria and has approved a list of material
controls and associated assurance plan for FY27. The Board is satisfied that these controls address
our principal risks, and will regularly review the list of material controls, as well as the definitions of
“material controls”, to ensure emerging risks are accounted for.
ASSURANCE STRATEGY
The Board has approved the Group’s FY27 assurance strategy and plan. Assurance will be delivered
through an integrated model combining attestation of material controls by ALT members, second line
compliance monitoring, and independent third-party and Internal Audit assurance.
Provision 29
The Audit Committee has overseen our project to adopt Provision 29 of the UK Corporate
Governance Code 2024. Whilst oversight of our principal risks and internal control systems was
already well established, the change to the Code has been useful for the Board to reflect on the
structure of our framework and how it monitors our material controls. Summarised below is our
approach to Provision 29:
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Report of the Audit Committee
continued
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
Overview of controls and basis for assurance
Risk
management
Risk management operates throughout our governance structure, including
within our financial and reporting processes.
Details of our governance structure and risk management arrangements can
be found in the Risk management section of this Annual Report from page 43.
We have a continuous programme of internal controls monitoring over financial
and reporting controls, including the frameworks outlined below, and our review
of our financial controls framework has confirmed that there are no significant
or material weaknesses.
Financial
controls
Our financial controls framework covers all of our key operational financial
processes and includes areas such as:
•
Product pricing, customer billing and credit control
• Revenue recognition
•
Accounts payable and supplier spend
•
Payroll and employee remuneration
•
Board review and approval of financial planning, budgeting, forecasting,
and monitoring of financial performance and position.
Our financial controls frameworks are kept under continuous review from 1st line
and 2nd line teams and overseen by the PLC Board.
Financial &
reporting
Group consolidation is performed on a monthly basis and a month-end pack
includes an income statement, balance sheet, cash flow, KPIs and detailed
analysis such as performance against budget. This information is accompanied
by narrative to explain movements and variances, as needed.
Monthly business reviews between the CFO and all budget holders are used
to review financial performance and agree actions.
The Audit Committee also allocates agenda time for reviews of our most
significant and subjective financial and reporting areas. This includes revenue
recognition and the value of the Group’s investment in Autotrader Leasing Ltd
(formerly known as Autorama UK Ltd) and potential indicators of impairment.
The Audit Committee also oversees the controls that govern our financial and
reporting processes.
Taxation
The Audit Committee reviews our tax policies and tax compliance framework
regularly. The Audit Committee also receives updates on Government tax policy
changes that could affect the Group to ensure that the Group’s tax planning
arrangements are compliant and responsible.
Element
Overview of controls and basis for assurance
Treasury
and cash
management
Cash flow is reviewed continuously to ensure that the Group is able to meet
its liabilities as they fall due. The Board oversees the Group’s leverage, use of
the Revolving Credit Facility and capital allocation. Additionally, controls over
the Group’s treasury process include monitoring user access to banking
systems, authorised signatories and keeping the Board’s delegations of
authority up to date.
IT controls over
finance systems
Underpinning the integrity of all of our financial controls frameworks is a set of
controls over our IT systems. The IT controls over our financial systems include
restrictions over user access; segregation of key tasks across financial processes;
oversight of change management; and testing of backup & recovery arrangements.
As with all of our financial controls frameworks, the IT controls over the Group’s
finance systems are kept under continuous review from 1st line and 2nd line teams
and overseen by the PLC Board.
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 2026
included internal audit assignments in relation to the following areas of risk:
•
Fraud and financial crime;
•
Provision 29 readiness;
• Cyber security;
•
Non-financial reporting; and
•
The operations underpinning our finance lender platform, Auto Convert.
A risk-based internal audit plan for FY27 has been approved by the Audit Committee. Additionally,
in preparation for Provision 29, the Committee also approved an integrated assurance plan which, in
addition to the internal audit plan, includes assurance activities by other third parties and our risk and
compliance teams. Whilst the internal audit and integrated assurance plans have been approved, the
Audit Committee will continue to review them 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 it 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.
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KPMG LLP was first appointed as statutory
auditor for the financial year ended 31 March
2017. In line with regulatory requirements to
put the statutory audit out to tender at least
every 10 years, the Audit Committee oversaw
a competitive tender process for external
audit services during the year, to ensure the
continued provision of high-quality,
independent assurance.
The Audit Committee led the process and was
responsible for its independence, robustness
and objectivity. A formal invitation to tender
was issued to a shortlist of firms with
appropriate scale, sector expertise and audit
quality credentials. Firms were assessed
against predefined criteria, including audit
quality, industry knowledge, partner and team
experience, approach to risk and judgement,
independence and objectivity, proposed
audit methodology and use of technology.
The process included written submissions,
presentations by the proposed audit teams,
and meetings with management and the Audit
Committee Chair. Management input was
sought on the effectiveness and practicality
of the proposed audit approach, while the
Audit Committee retained responsibility for
the final evaluation and recommendation.
Following a detailed assessment, the
Audit Committee concluded that KPMG LLP
presented the strongest overall proposal,
demonstrating high audit quality,
independence and a strong understanding
of the Group and its principal risks. The
Committee therefore recommended the
re-appointment of KPMG LLP as external
auditor, which was approved by the Board,
with the appointment to take effect from the
financial year ending 31 March 2027, subject
to shareholder approval at the 2026 Annual
General Meeting.
Report of the Audit Committee
continued
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 2025 and their audit of the financial statements for the
year to 31 March 2026. 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 2025. 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 Autotrader’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 that the Group’s
engagement lead audit partner had been involved in the audit of the Group.
In accordance with the FRC Ethical Standard for Auditors, a replacement
engagement lead audit partner, Ailsa Griffin, was appointed for the audit
of the Group accounts for the year ending 31 March 2026.
External audit tender and appointment
Invitation to tender
A selected group of
audit firms were
invited to participate,
with clear criteria set
for independence,
quality and sector
expertise.
Tech presentation
meetings
Prospective audit
firms were given the
opportunity to
present their audit
technology approach.
Final assessment
Proposals were
assessed against
agreed criteria, with
firms invited to present
to management and
the Committee.
Board approval
A preferred auditor,
based on quality,
independence and value,
was recommended to
the Board. The
recommendation was
approved by the Board,
with the appointment
subject to shareholder
approval where required.
Planning and scope
definition
The Audit Committee
agreed the objectives,
scope, and timetable for
the audit tender, in line
with governance and
regulatory requirements.
Meetings with
management and
Audit Committee Chair
Meetings were held
to allow prospective
audit firms to
understand the
Group’s business,
risks and systems.
APRIL – MAY
2025
JULY
2025
NOV
2025
NOV
2025
JAN
2026
FEB
2026
OUTCOME
Following the conclusion of a formal competitive tender process led
by the Audit Committee, the Board has approved the re-appointment
of KPMG LLP (‘KPMG’) as external auditor.
TIMELINE OF AUDIT TENDER
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Report of the Audit Committee
continued
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 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 £58,000 (2025: £55,000) for audit-related assurance
services directly relating to the review of the Group’s interim report for the six months ended
30 September 2025 and £16,500 (2025: £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
KPMG were initially appointed as statutory auditor for the year to March 2017. In order to comply
with the requirement that the external audit contract is tendered within the 10 years prescribed by UK
legislation and the Code’s recommendation, the Group carried out a comprehensive and competitive
tender process during 2026 for the external audit for the financial year ending 31 March 2027. The
process was led by the Chair of the Committee and detail is shown in the table on page 70. As already
announced on 12 February 2026, the process concluded with the Board retaining KPMG as auditor for
the financial year ending 31 March 2027, and their re-appointment is recommended at the 2026 AGM.
The Committee therefore 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
21 May 2026
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Dear shareholders,
I am pleased to present the Report of the Corporate
Responsibility Committee for March 2026.
The Committee has continued to guide and
oversee delivery of our Environmental, Social and
Governance (‘ESG’) strategy, providing oversight,
scrutiny and challenge in relation to progress
against our priorities.
OUR PROGRESS IN 2026
Executive forum established
During the year, we established our Responsible
Change Forum. While the Committee retains
oversight responsibility, the Forum operates as an
executive forum focused on shaping, prioritising
and delivering Autotrader’s ESG agenda, ensuring
progress against agreed priorities, robust external
reporting, and effective integration into the core
business strategy. The Forum helps concentrate
effort on areas where the Group can deliver the
greatest impact, provides challenge and guidance
ahead of Corporate Responsibility Committee
discussions, and strengthens accountability for
delivery against our ESG commitments.
Digital inclusion
This year, the Group has elevated digital inclusion
as one of its ESG priorities. Digital inclusion is about
ensuring people have access to, and the skills and
confidence to use, digital services so they can
fully participate in society and the economy. For
Autotrader, this is particularly relevant given our
role as a digital marketplace and the increasing
digitisation of automotive retail and ownership
journeys. Prioritising digital inclusion is an
opportunity for the Group to respond to a clear
and growing societal need, and deliver meaningful
long-term impact through focused action. In
addition to the Autotrader Digital Inclusion fund
(operated in partnership with Forever Manchester)
being available for applications, this year the
Group embarked on a partnership with the
national charity, The Good Things Foundation.
Environmental strategy
The environment is a core pillar of Autotrader’s
ESG strategy and we continue to focus on three
areas. Recognising that our greatest climate
impact lies beyond our own operations, our
environmental strategy focuses on using our
scale, data and market position to support the
transition to more sustainable vehicle choices.
I am pleased that during the year we increased
engagement with Government departments,
including participation in Parliamentary groups
and committees, and strengthened relationships
with industry bodies and partners to expand
reach, impact and amplify key messages.
Employee engagement
Employee engagement declined during the year
following a challenging period for the business.
Management are actively engaging with
colleagues to better understand the drivers of
morale and engagement and are using these
insights to strengthen communication and
address areas of concern.
Reporting and monitoring progress
It is important to assess the progress being made
across the Group’s ESG commitments and goals.
Progress is monitored through a combination of
formal governance oversight, defined metrics and
external reporting, ensuring transparency and
accountability at both executive and Board level.
Our cultural KPIs are reviewed and reported
externally at half year and full year, with assurance
being undertaken at full year. It is very encouraging
that percentages have remained broadly stable
following sustained progress in recent years,
with the Group acknowledging that further
opportunities and improvement remain. We
participate in a range of external ESG disclosures
and third-party ratings to support transparency,
benchmark performance and inform continuous
improvement of our ESG strategy.
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.
Megan Quinn
Chair of the Corporate Responsibility Committee
21 May 2026
Report of the Corporate Responsibility Committee
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 Company Secretary acts as
secretary to the Committee.
•
At least two meetings held per year.
OUR PROGRESS IN 2026
•
Strengthened ESG governance with
the establishment of the Responsible
Change Forum.
•
Elevated digital inclusion as a strategic
ESG priority.
•
Continued focus on the Group’s
environmental strategy.
•
Maintained strong reporting and
monitoring arrangements.
FOCUS AREAS FOR 2027
•
Fully embed the Responsible Change
Forum, establishing a clear cadence,
roles and ways of working.
•
Strengthen ESG metrics and KPIs,
particularly in the priority areas
of digital inclusion and environment.
•
Renew employee engagement
and confidence.
AT A GLANCE
Providing oversight, scrutiny and
challenge on matters relating
to the Group’s ESG strategy.
Terms of reference –
plc.autotrader.co.uk/investors
Megan Quinn
Chair of the Committee
P24 Working responsibly
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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 2026.
PERFORMANCE AND REWARD IN 2026
At Group level, revenue grew 4% to £624.3m (2025:
£601.1m), and operating profit increased by 4% to
£392.7m (2025: £376.8m) with an operating profit
margin of 63% (2025: 63%). In the core Autotrader
business, revenue growth was 4% to £585.3m
(2025: £564.8m) and operating profit was up 4%
at £408.0m (2025: £394.0m) with an operating
profit margin of 70% (2025: 70%). Basic earnings
per share increased 8% to 34.17p (2025: 31.66p).
Our marketplace delivered strong revenue and
operating profit growth during the year. Built on
a well-invested technology and data platform,
we see significant opportunity to enhance
customer experiences through AI, already
demonstrated through Co-Driver (our suite of
AI tools) and products such as Buying Signals.
We continue to operate a balanced approach
between short and long-term performance,
and create value for our customers, our people
and our shareholders.
ANNUAL BONUS
As detailed in last year’s Directors’ remuneration
report, the FY26 annual bonus was based 75%
on Group operating profit and 25% on strategic
milestones and metrics linked to our digital
retailing strategic priority.
The Group operating profit outcome was
£392.7m (2025: £376.8m), an increase of 4%
compared to the stretch target of £415.0m.
This resulted in an achievement of 27.2% 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 an
outcome of 12.5% out of a maximum of 25% should
pay out for this element.
The overall pay-out for the FY26 bonus is
therefore 39.7% of maximum. In assessing the
Digital Retailing strategic priority, the Committee
decided that the full 12.5% awarded would be
deferred into shares for two years. This decision
recognises the retailer pushback in relation to
the speed and nature of the Deal Builder roll-out,
but also the significant work delivered to date.
The Company maintains conviction that the
product will continue to create long-term value
for buyers, retailer customers and Autotrader,
but deferring all of the award for two years will
allow the Committee further time to assess this.
PERFORMANCE SHARE PLAN (‘PSP’)
PSP awards granted in 2023 will vest in June 2026
based on performance over the three years to
31 March 2026. 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 7.5% and revenue
growth of 7.1% over the performance period were
below the set stretch target, resulting in vesting
of 51.8% and 41.3% of maximum respectively for
these elements. The overall reduction in carbon
emissions over the performance period did not
meet the threshold, resulting in 0% vesting for
this element. The Committee assessed that
reasonable progress had been made to satisfy
the diversity underpin and that no adjustment
to the vesting outcome was required. The overall
PSP vesting outcome is therefore 44.6% 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.
Directors’ remuneration report
OVERVIEW
•
Composed of five Independent
Non-Executive Directors.
•
The Chair of the Board, the Executive
Directors, 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 2026
•
Assessed the achievement of targets for the
FY26 annual bonus and 2023 PSP awards.
•
Set appropriate targets for the FY27
annual bonus and the PSP awards to be
granted in 2026.
FOCUS AREAS FOR 2027
•
Assess the achievement of targets for the
FY27 bonus and 2024 PSP awards.
•
Review the Directors’ Remuneration Policy
to ensure that it continues to support our
strategy, purpose and values and continues
to motivate the Executive Directors.
•
Continue to engage with shareholders on
remuneration matters, ensuring sustained
alignment with shareholder interests.
•
Align pay with Company performance, to
attract and retain the key talent to deliver
its objectives.
•
Continue to monitor remuneration in
the context of our approach to the wider
workforce, executive pay environment,
governance developments and market
practice.
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.
Terms of reference –
plc.autotrader.co.uk/investors
P17 KPIs
Geeta Gopalan
Chair of the Committee
Annual statement by the Chair
of the Remuneration Committee
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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 2027
The Committee has approved salary increases
of 2.75% for the Executive Directors. This is in line
with the average increase for senior leaders in
FY27, and below the planned average Company-
wide pay increase of c.4.5%.
For FY27, the annual bonus will continue to be
weighted as 75% on operating profit and 25%
on strategic measures linked to stretching
operational milestones and KPIs. Objectives,
and performance against these, will be
disclosed at the end of the performance period.
PSP awards granted this year will again be based
on 70% EPS growth and 20% revenue growth, with
the remaining 10% based on a basket of targets
incorporating our cultural KPIs, including gender
and ethnic diversity in the workforce and
leadership, employee engagement and carbon
emissions reduction, enabling a comprehensive
assessment of performance versus our ESG
strategy. 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. The PSP targets are disclosed
in full on page 78.
LEADERSHIP CHANGE
As announced earlier in the year, Catherine
Faiers stepped down as Group COO on
9 December 2025 and remained an employee
of the Group until 27 February 2026. There was
no payment for loss of office, and the Committee
determined that Catherine would not be treated
as a ‘good leaver’ in respect of her outstanding
PSP awards. Catherine’s unvested PSP and DABP
awards therefore lapsed on her departure, and
she was not eligible for a bonus award for FY26.
Full details of her remuneration on departure are
provided on page 79.
LOOKING AHEAD
I hope that you will support our 2026 Directors’
remuneration report at the AGM on 16 July 2026.
I will be available at the AGM to answer any
questions. Over the upcoming year, we will be
undertaking a review of the current Directors’
Remuneration Policy in line with the normal three-
year cycle. As part of this process we will consult
with our shareholders before proposing any
changes at the 2027 AGM.
I welcome any feedback that you may have
on this report, which can be submitted to
ir@autotrader.co.uk.
Geeta Gopalan
Chair of the Remuneration Committee
21 May 2026
Directors’ remuneration report
continued
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REMUNERATION AT A GLANCE: HOW EXECUTIVES WILL BE PAID IN 2027
Our Policy was put to shareholders for approval at the AGM on 19 September 2024. Details of the Policy approved by shareholders can be found on our corporate website
(https://plc.autotrader.co.uk/media/h2ibqsxl/remuneration-policy.pdf) and also in our 2024 Annual Report and Accounts which can be found at plc.autotrader.co.uk/investors.
An overview of our Policy and how it is proposed to apply in 2027 is set out below:
Fixed pay: to recruit and reward executives of a high calibre
Remuneration for the year ending 31 March 2027
Salary
CEO: £733,635
CFO: £455,902
The Committee decided it was appropriate to apply a salary increase of 2.75% in line with the average increase for senior leaders in FY27 and below the planned average
Company-wide increase of c.4.5%. The increases in salaries will be effective from 1 July 2026.
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.
75
%
Operating profit
25
%
Strategic:
Operational milestones
and KPIs
Maximum
opportunity
CEO:
150% of salary
CFO:
130% of salary
50%
of bonus
paid in cash
50%
of bonus deferred
into shares for two years
Malus and clawback
provisions apply
FY27 bonus metrics
Maximum
opportunity
CEO:
250% of salary
CFO:
200% of salary
3-year
performance period
70%
Earnings
Per Share (EPS)
growth
1,3
20%
Revenue
growth
2,3
10%
Cultural KPIs
4
2-year
holding period
Malus and clawback
provisions apply
2026 PSP metrics
Annual bonus
To incentivise and reward the achievement of annual financial and operational objectives which
are closely linked to the corporate strategy.
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.
To incentivise and reward the achievement
of long-term financial and ESG objectives
which are aligned to our corporate
strategy and our ESG ambitions.
1.
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.
Compound annual growth rate targets have been set as three-year growth targets with reference to performance for 31 March 2026 as the base year.
4.
Our cultural KPIs include gender and ethnic diversity in the workforce and in leadership, employee engagement and carbon emissions reduction as defined on page 19.
POST-EMPLOYMENT GUIDELINES
200% of in-post shareholding guideline (or actual shareholding if lower) for a period of two
years following departure from the Board.
Share ownership guidelines
GUIDELINES APPLY IN-POST
200% of salary.
Directors’ remuneration report
continued
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76
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 16 July 2026.
SINGLE FIGURE OF REMUNERATION FOR THE YEAR ENDED 31 MARCH 2026 (AUDITED)
The table below shows the aggregate emoluments earned by the Directors of the Company in the
year ended 31 March 2026.
£’000
Salary
and fees
Benefits
Other
Annual
bonus
1
Long-term
incentives
2
Pension
Total fixed
remuneration
Total variable
remuneration
Total
Executive
Nathan Coe
711
1
–
425
454
50
762
879
1,641
Catherine Faiers
3
276
1
–
–
–
19
296
–
296
Jamie Warner
4
442
1
2
229
198
31
474
427
903
Non-Executive
Matt Davies
340
–
–
–
–
–
340
–
340
Jasvinder Gakhal
67
–
–
–
–
–
67
–
67
Geeta Gopalan
98
–
–
–
–
–
98
–
98
Amanda James
86
–
–
–
–
–
86
–
86
Jeni Mundy
5
40
–
–
–
–
–
40
–
40
Sigga Sigurdardottir
5
31
–
–
–
–
–
31
–
31
Megan Quinn
6
60
–
–
–
–
–
60
–
60
Adam Jay
7
50
–
–
–
–
–
50
–
50
Total
2,201
3
2
654
652
100
2,304
1,306
3,612
1.
Performance against annual bonus targets resulted in an overall outcome of 39.7% of maximum. 65% of the bonus
is deferred into shares for a two-year period (see page 77). Catherine Faiers was not eligible for an award following
her departure.
2.
44.6% of PSP awards granted in 2023 will vest in 2026 for performance over the three-year period to 31 March 2026, with
financial year 2023 as the base year. See page 77 for details of targets and performance achieved. The value of these
awards has been calculated based on the three-month average share price to 31 March 2026 of 509.55p. Dividends
have been estimated ahead of vesting. Of the value reported, the following is attributable to share price appreciation
from grant: Nathan Coe – nil; Jamie Warner – nil. Catherine Faiers’ award lapsed in full on her departure.
3.
Catherine Faiers stepped down as Chief Operating Officer and as an Executive Director on 9 December 2025, and
remained a Group employee until 27 February 2026. She worked a 4.5 day working week and her salary had been
pro-rated accordingly. The amounts shown in the table in respect of 2026 reflect her services as an Executive Director.
See page 79 for further details of her remuneration on departure.
4.
Jamie Warner was granted 937 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 £1,513 and has been included in the “Other” column above.
5.
Jeni Mundy and Sigga Sigurdardottir retired from the Board at the AGM on 18 September 2025.
6.
Megan Quinn was appointed to the Board on 1 July 2025, and was the Chair of Corporate Responsibility Committee
from 18 September 2025.
7.
Adam Jay was appointed to the Board on 1 July 2025.
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
1,222
47
730
1,674
2,404
Catherine Faiers
3
380
1
–
219
508
25
406
727
1,133
Jamie Warner
4
417
1
2
243
532
29
449
775
1,224
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
2,262
101
2,339
3,176
5,515
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 vested 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 Autotrader operating profit compound annual
growth rate for three years ended 31 March 2025, 20% Autotrader 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 had been
calculated based on the three-month average share price to 31 March 2025 of 774.97p giving a value of £1,167k for
Nathan Coe, £485k for Catherine Faiers, and £508k 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 812.20p. Of the value reported,
the following is attributable to share price growth from grant: Nathan Coe – £327,022; Catherine Faiers – £136,017;
Jamie Warner – £142,495.
3.
Catherine Faiers worked a 4.5 day working week and her salary had 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.
Directors’ remuneration report
continued
Annual Report on Remuneration
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
77
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 £3,655
(2025: £2,848); Catherine Faiers £1,424 (2025: £2,119); and Jamie Warner £2,271 (2025: £2,222).
The value of Catherine Faiers’ benefits has been pro-rated accordingly to 9 December 2025.
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 2026 (AUDITED)
The performance measures, targets and performance outcomes for the annual bonus for the year
ended 31 March 2026 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 2026
75%
Below or
equal to
£380m
Equal to
or above
£415m
£392.7m
36.3%
27.2%
Strategic
targets
Milestones linked to our
digital retailing strategy
25%
–
–
See below
50.0%
12.5%
Total pay-out
39.7%
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 against the digital retailing strategic priority using
quantitative and qualitative indicators, including delivery of technical milestones and performance
against key operational metrics (including retailer adoption and the volume of stock on the product).
Deal Builder made strong progress during the year, increasing adoption and demonstrating higher-
quality enquiries supported by new capabilities such as Buying Signals. As detailed in the Strategic
report, the year ended with 6.7k customers on the product (2025: 2.0k) and 175k vehicles (2025: 84k),
with some of the largest customers being onboarded through custom integrations; 137k deals were
placed with full reservations (2025: 49k).
As set out in the Strategic report, following some customer reaction to the accelerated roll-out,
the Company reassessed the programme and made a number of product changes. The Company
remains committed to delivering more, higher-quality enquiries that convert at a high rate into sales.
On this basis, the Committee assessed performance at a level resulting in an award of 12.5% out of the
possible 25% of the maximum overall bonus (50% of maximum), with the full 12.5% deferred into shares
for two years. This decision recognises both the retailer feedback and the significant work delivered
to date, while reflecting the Company’s conviction that the product will continue to create long-term
value for buyers, retailer customers and Autotrader.
The overall bonus pay-out is therefore 39.7% of maximum. 65% of the bonus is deferred into shares for
a two-year period.
PERFORMANCE SHARE PLAN VESTING FOR YEAR ENDED 31 MARCH 2026 (AUDITED)
The PSP award granted in 2023 was based on performance to 31 March 2026, with the base year being
31 March 2023. 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 % of
maximum
Pay-out
as % of
element
Operating profit
70%
5.5%
11%
7.47%
51.8%
36.3%
Revenue growth
20%
6%
11%
7.09%
41.3%
8.3%
Carbon reduction
10%
13%
20%
Below
threshold
0.0%
0.0%
Total vesting
44.6%
The growth targets for the operating profit and revenue targets were set as three-year growth
targets with reference to performance for 31 March 2023 as the base year. Revenue and Operating
profit growth has been assessed consistent with the targets set, using Group operating profit
(excluding the impact of the deferred consideration charge in relation to the acquisition of Autorama)
and Group revenue (excluding Vehicle & Accessory sales attributable to Autorama revenue).
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 2026 have been independently verified.
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 continued 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 2026. 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
Autotrader Group plc
Annual Report and Financial Statements 2026
78
SCHEME INTERESTS AWARDED DURING THE YEAR (AUDITED)
Awards granted in the year under the PSP are shown below. 2025 PSP 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
215,648
250%
£1,785,000
25%
1 April 2025 to 31 March 2028
Catherine Faiers
3
96,487
200%
£798,660
25%
1 April 2025 to 31 March 2028
Jamie Warner
107,208
200%
£887,400
25%
1 April 2025 to 31 March 2028
1.
PSP awards will normally be eligible to vest based on performance over the three years to 31 March 2028 and continued
employment. The net value of the vested awards is subject to a two-year holding period.
2.
Consistent with previous years, face value was calculated based on the average mid-market price for the three-month
period leading up to the grant date of 25 June 2025 of 827.74p. 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.
3.
Catherine Faiers’ award lapsed in full upon her leaving employment of the Group on 27 February 2026.
The performance conditions applying to the 2025 PSP awards shown in the table above 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 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%
Based on performance against our cultural KPIs 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 set as three-year growth targets with reference to performance for 31 March 2025 as the base
year. Revenue will be based on Group revenue, excluding Vehicle & Accessory sales attributable to Autorama as this
revenue does not generate any profit. When determining vesting the Committee will consider the overall experience
of shareholders and wider stakeholders over the performance period.
2026 PSP TARGETS
2026 PSP awards will be made at the level of 250% of base salary for the CEO and 200% of base salary
for the 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 2029.
1
6%
12%
Revenue growth
20%
Revenue compound annual growth rate for the three
years ended 31 March 2029.
2
4%
8%
Basket of
cultural KPIs
10%
Based on performance against our cultural KPIs
(set out on page 19) 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 2026 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
Autotrader Group plc
Annual Report and Financial Statements 2026
79
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 2026. There have been no changes in these
interests up until 21 May 2026.
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
2026
2
Executive
Directors
3
Nathan Coe
3,430,087
642,584
728,614
–
–
–
200%
2,255%
Jamie Warner
153,406
307,677
44,293
1,897
–
1,392
200%
162%
Non-Executive
Directors
4
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
Megan Quinn
–
–
–
–
–
–
N/A
N/A
Adam Jay
–
–
–
–
–
–
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 2026 of 469.5p. Includes net
(after tax) of options vested but not exercised.
3.
On leaving the Company, Catherine Faiers beneficially owned 181,148 shares. In accordance with the share ownership
post-employment guidelines, Catherine is required to maintain a minimum shareholding of 200% of salary (or actual
shareholding if lower) for two years following departure from the Board.
4.
On leaving the Company, neither Jeni Mundy nor Sigga Sigurdardottir held any shares.
GAINS ON EXERCISE OF SHARE OPTIONS (AUDITED) DURING THE YEAR
During the year, Directors exercised share options in relation to long-term incentive plans, resulting
in an aggregate gain of £2,266,476.
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. 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 circumstance which the Committee considers is similar in nature or effect.
The recovery and withholding periods are considered suited to the Company as the timeframes
reflect the period over which the Company’s processes and systems are likely to uncover any of these
trigger events. 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.
PAYMENTS TO FORMER DIRECTORS (AUDITED)
There were no payments made to former Directors during the year, except as described below.
REMUNERATION ARRANGEMENTS IN RESPECT OF CATHERINE FAIERS’ DEPARTURE
Catherine Faiers stepped down as Chief Operating Officer and as a Group Director on 9 December
2025 and remained an employee of the Group until 27 February 2026 in order to facilitate a smooth
transition. The Committee agreed the following treatment for her remuneration on departure:
•
She did not receive a payment for loss of office.
•
Catherine was not eligible for a bonus in respect of 2026 performance.
•
Catherine was not treated as a good leaver in respect of her outstanding awards under the LTIP.
Therefore, her 2023, 2024, and 2025 PSP and DABP awards lapsed in full on her departure.
•
Catherine is required to retain Autotrader shares with a value of 200% of her base salary for a period
of two years from the date she retired from the Board.
Directors’ remuneration report
continued
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
80
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 2016. 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
FTSE 350 (excluding investment trusts)
Autotrader Group plc
31 March
2026
31 March
2025
29 March
2024
31 March
2023
31 March
2022
31 March
2021
31 March
2020
29 March
2019
30 March
2018
31 March
2017
1 April
2016
Total shareholder return (£)
(rebased)
Source: Datastream (Thomson Reuters)
CEO REMUNERATION
The table below sets out the CEO’s single figure of total remuneration together with the percentage
of maximum annual bonus awarded over the same period.
2026
2025
2024
2023
2022
2021
1
2020
1
2019
1
2018
1
2017
1
CEO total remuneration (£’000)
1,641
2,404
3,156
7
1,281
1,673
523
1,659
2,052
2,929
980
Annual bonus (% of maximum)
39.7%
43.0%
92.2%
72.4%
75.0%
N/A
4
N/A
3
76.75%
50.3%
51.8%
PSP vesting (% of maximum)
44.6%
74.3%
96.9%
0%
6
50.1%
0%
5
73.6%
51.2%
100%
N/A
2
1.
2017 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 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. As threshold was not met the award lapsed.
7.
The 2025 CEO figures have been updated due to revalued PSP based on the share price on the date of vesting of
812.2 pence. See page 76 for Single Figure of Remuneration for the year ended 31 March 2025 (audited) footnote 2.
CEO PAY RATIO
The table below 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 27.3:1.
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 2025 to 2026 has decreased, which is largely
driven by the decrease in variable pay, as the annual bonus pay-out has reduced from 43% to 39.7%
of maximum and the PSP has reduced from 74.3% to 44.6% 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
FY26
A
39.0:1
27.3:1
19.7:1
FY25
A
58.7:1
41.7:1
29.9:1
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 2026, the salary for the P25 employee was £35,106 and total remuneration was £42,081. The
salary for the P50 employee was £50,500 and total remuneration was £60,074. The salary for the
P75 employee was £69,500 and total remuneration was £83,158.
–
The P25, P50 and P75 employees were determined as at 31 March 2026 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 2025-2026 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 2026 of 509.55p.
–
For 2020, the CEO single figure reflects amounts to Trevor Mather (stepped down 29 February 2020)
and Nathan Coe (appointed 1 March 2020) for their respective time in service.
–
The 2025 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 2025, following the revalued PSP award based
on share price on date of vesting.
Directors’ remuneration report
continued
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
81
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 2021 to 2022, 2022 to 2023, 2023 to 2024, 2024 to 2025 and 2025 to 2026 compared to the average increase for the employees of the Group.
2025-2026
2024-2025
2023–2024
2022–2023
2021–2022
Base
13
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
4%
17
13.6%
(6%)
10%
12
10%
11
(48%)
5%
(4%)
34%
3%
(8%)
(1%)
16%
(7%)
(100%)
5
Catherine Faiers
2
(27%)
(14.8%)
100%
11%
12
10%
11
(47%)
5%
(4%)
34%
3%
(8%)
(1%)
12%
(7%)
(100%)
5
Jamie Warner
6%
17
13.6%
(6%)
16%
12
10%
11
(44%)
5%
(4%)
34%
3%
(8%)
(1%)
16%
(7%)
(100%)
5
Non-Executive Directors
Matt Davies
8
2%
–
–
75%
–
–
–
–
–
–
–
–
–
–
–
Jasvinder Gakhal
4
3%
–
–
3%
–
–
5%
–
–
315%
–
–
N/A
–
–
Geeta Gopalan
9
29%
–
–
N/A
–
–
–
–
–
–
–
–
–
–
–
Amanda James
10
46%
–
–
N/A
–
–
–
–
–
–
–
–
–
–
–
Jeni Mundy
3,16
(50%)
–
–
8%
–
–
5%
–
–
4%
–
–
31%
–
–
Sigga Sigurdardottir
16
(52%)
–
–
3%
–
–
5%
–
–
4%
–
–
16%
–
–
Megan Quinn
14
N/A
N/A
N/A
–
–
–
–
–
–
–
–
–
–
–
–
Adam Jay
15
N/A
N/A
N/A
–
–
–
–
–
–
–
–
–
–
–
–
Average employee
3.2%
13.6%
–
4.4%
10%
–
7%
(4%)
–
6.4%
(8%)
6
–
7
5.5%
37%
–
1.
Nathan Coe was appointed as CEO on 1 March 2020 and his base salary increased on that date from £377,000 to £568,000.
2.
Catherine Faiers stepped down from the Board on 9 December 2025 and her reported salary, benefits and annual bonus in 2026 reflect her time in service as an Executive Director.
3.
Jeni Mundy was appointed Chair of the Corporate Responsibility Committee from 1 January 2021.
4.
Jasvinder Gakhal was appointed to the Board on 1 January 2022.
5.
100% value shown as no bonus was paid for 2021.
6.
The decrease in benefits in 2023 relates to a reduction in our private medical insurance premiums.
7.
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.
8.
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.
9.
Geeta Gopalan was appointed to the Board on 1 May 2024, and was appointed Chair of the Remuneration Committee from 19 September 2024.
10. Amanda James was appointed to the Board on 1 July 2024, and was appointed Chair of the Audit Committee from 19 September 2024.
11.
The increase in benefits in 2024 and 2025 relates to an increase in our private medical insurance premiums.
12. 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 Autotrader as disclosed in the previous Annual Report.
13. Committee Chair fees were increased from £11,283 to £18,500 with effect from the 2024 AGM.
14. Megan Quinn was appointed to the Board on 1 July 2025, and was the Chair of the Corporate Responsibility Committee from 18 September 2025.
15. Adam Jay was appointed to the Board on 1 July 2025.
16. Jeni Mundy and Sigga Sigurdardottir retired from the Board at the AGM on 18 September 2025.
17. Year-on-year movement for the Executive Directors reflects the April–March reporting period and therefore captures the above average increase awarded in July 2024. The actual salary increase awarded in July 2025 was 2%, compared with
an average increase of 3.2% for the wider workforce.
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.
2026
£m
2025
£m
%
change
Employee costs (see note 7 to the Consolidated financial statements)
100.4
100.2
0%
Average number of employees (see note 7 to the Consolidated financial statements)
1,244
1,267
(2%)
Revenue (see Consolidated income statement)
624.3
601.1
4%
Operating profit
392.7
376.8
4%
Share buybacks and dividends paid (see notes 26 and 27 to the Consolidated financial statements)
463.2
275.7
68%
Directors’ remuneration report
continued
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
82
FEES FOR THE CHAIR AND NON-EXECUTIVE DIRECTORS
Fees for the Chair and Non-Executive Directors were reviewed in March 2026 and will be increased
by 2.75% with effect from 1 July 2026, 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 2027 compared to those which applied in
financial year 2026 following the AGM.
Base fees
From 1 July
2026
From 1 July
2025
Percentage
change
Chair
£350,835
£341,445
2.75%
Non-Executive Director
£68,983
£67,137
2.75%
Additional fees
Senior Independent Director
£13,101
£12,750
2.75%
Audit Committee Chair
£19,389
£18,870
2.75%
Remuneration Committee Chair
£19,389
£18,870
2.75%
Corporate Responsibility Committee Chair
£19,389
£18,870
2.75%
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
1
Jasvinder Gakhal
1 January 2025
31 December 2027
Geeta Gopalan
1 May 2024
30 April 2027
Amanda James
1 July 2024
30 June 2027
Megan Quinn
1 July 2025
30 June 2028
Adam Jay
1 July 2025
30 June 2028
1.
The Board has already approved the extension of Matt Davies’ term to 30 June 2029.
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.1.63% 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 2026, the trust held 282,389 shares in respect of the Share Incentive Plan.
MEMBERSHIP OF THE COMMITTEE
Geeta Gopalan is the Committee Chair, and its other members are Amanda James, Megan Quinn,
Jasvinder Gakhal and Adam Jay. Refer to pages 61 and 73 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 £40,100 excluding
VAT for advice provided to the Committee. Deloitte provided additional services to the Company in
relation to debt advisory.
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
2025 AGM: Annual Report on Remuneration (advisory)
698,816,950
98.72%
9,053,405
1.28%
4,801,800
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
21 May 2026
Directors’ remuneration report
continued
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
83
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 37
•
Strategic report: Section 172(1) statement page 14
Employment of disabled persons
•
Strategic report: Working responsibly page 36
Engagement with suppliers,
customers and other stakeholders
•
Strategic report: Section 172(1) statement page 14
Financial instruments
•
Financial statements: Note 30 to the Consolidated financial
statements page 129
Future developments
of the business
•
Strategic report: Our strategy page 8
Greenhouse gas emissions
•
Strategic report: Working responsibly page 33
Non-financial reporting
•
Strategic report: Non-financial and sustainability
information statement page 20
INFORMATION REQUIRED BY UKLR 6.6
Information required to be included in the Annual Report by UKLR 6.6 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 125
Corporate Governance
Code compliance
•
Governance: Governance overview page 55
Directors’ interests
•
Governance: Directors’ remuneration report page 73
Directors’ service contracts
•
Governance: Directors’ remuneration report page 73
Gender and ethnicity targets
•
Strategic report: Working responsibly page 38
Going concern and viability
•
Strategic report: Principal risks and uncertainties page 46
Long-term incentive schemes
•
Governance: Directors’ remuneration report page 73
Powers for the Company
to buy back its shares
•
Governance: Directors’ report page 84
Significant contracts
•
Governance: Directors’ report page 85
Significant related party
agreements
•
Governance: Directors’ report page 85
Significant shareholders
•
Governance: Directors’ report page 85
TCFD disclosures
•
Strategic report: Working responsibly page 30
Waiver of dividends
•
Governance: Directors’ report page 84
The Directors present their report and audited financial statements of
Autotrader Group plc (the ‘Company’, ‘Autotrader’) and its subsidiaries
(together the ‘Group’) for the financial year to 31 March 2026.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
84
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 52, 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 2024 (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
73 to 82; all of which form part of this Directors’
report and are incorporated into it by reference.
2026 ANNUAL GENERAL MEETING
The 2026 AGM will take place at 11:00am on
Thursday 16 July 2026 at the Company’s
registered office: No.3 Circle Square, 3
Hawkshaw Street, Manchester, M1 7BL. 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 101
to 140.
The Company declared an interim dividend on
6 November 2025 of 3.8 pence per share which
was paid on 26 January 2026.
The Directors recommend payment of a final
dividend of 7.8 pence per share (2025: 7.1 pence)
to be paid on 25 September 2026 to shareholders
on the register of members at the close of
business on 28 August 2026, subject to approval
at the 2026 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 2026 comprised 827,502,432 shares
of £0.01 each, and 4,412,082 shares were held
in treasury. As at 21 May 2026, the issued share
capital of the Company comprises 815,397,631
shares of £0.01 each, and 4,350,911 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 2026, and to the date of
approving this report unless otherwise stated:
• Matthew Davies
• Nathan Coe
• Jamie Warner
• Jasvinder Gakhal
• Geeta Gopalan
• Amanda James
•
Megan Quinn (appointed 1 July 2025)
•
Adam Jay (appointed 1 July 2025)
•
Catherine Faiers (resigned 9 December 2025)
•
Jeni Mundy (retired 18 September 2025)
•
Sigga Sigurdardottir (retired 18 September 2025)
APPOINTMENT AND REPLACEMENT
OF DIRECTORS
After nine years’ service, Jeni Mundy (Chair of the
Corporate Responsibility Committee) reached
the end of her third three-year term during 2025
and did not stand for re-election at the 2025
AGM. Sigga Sigurdardottir also stepped down
at the 2025 AGM as she came 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 Quinn was appointed as Corporate
Responsibility Chair at the conclusion of the
2025 AGM.
All Directors will stand for election or re-election
at the 2026 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.
In the Notice of the 2026 AGM (the ‘AGM Notice’),
ordinary resolution 14 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 resolution 15 seeks
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
resolution 16 seeks 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 23, the Company intends to continue its
share buyback programme, under the authority
passed at the 2025 AGM under which the
Company is authorised to make market
purchases of up to a maximum of 10% (87,360,792
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 increase authority of up
to 15.0% at the forthcoming AGM in order to
provide the ability to return additional cash to
shareholders and increase earnings per share.
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
85
Directors’ report
continued
PURCHASE OF OWN SHARES
In the year ended 31 March 2026, a total
of 58,493,141 ordinary shares of £0.01 were
purchased, representing 6.65% of its own
ordinary shares (excluding shares held in
treasury) as at 31 March 2025. The average
price paid was 630.1p with a total consideration
paid of £369.1m, (including broker fees of
£552.8k) and stamp duty fees of £1.9m. Of all
shares purchased, 1,295,147 were held in
treasury with 57,197,994 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
SUBSEQUENT EVENTS AND COMMITMENTS
On 15 May 2026, the Group accessed its £100.0m
accordion, increasing its existing debt facility to
£300.0m. Debt fees of £0.7m were incurred and will
be amortised over the facility term. All lenders are
now committed to the maturity date of February
2030 and there are no changes to the terms of the
Syndicated RCF.
CHANGE OF NAME AND REGISTERED OFFICE
During the year the Company changed its name
to Autotrader Group plc by way of means provided
for in the Company’s Articles of Association.
The Company also changed its registered office
to No.3 Circle Square, 3 Hawkshaw Street,
Manchester, M1 7BL.
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
Autotrader’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.
vote for every share of which they are a holder.
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.
INDEMNITIES AND INSURANCE
The Company maintains appropriate insurance
to cover Directors’ and officers’ liability for itself
and its subsidiaries and such insurance was in
force for the whole of the financial year ending
31 March 2026. 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 33 and forms part of this report
by reference.
POLITICAL DONATIONS
Autotrader 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 2026.
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 2026
At 21 May 2026
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.
86,759,816
9.95%
81,506,990
10.00%
FIL Limited
45,309,866
5.42%
38,811,694
4.76%
Baille Gifford & Co
41,259,436
5.00%
40,984,942
4.99%
Strategic report
Governance
Financial statements
Autotrader Group plc
Annual Report and Financial Statements 2026
86
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 21 May 2026. Approved by the Board and
signed on its behalf:
Claire Baty
Company Secretary
21 May 2026
Financial statements
P87-142
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101
Consolidated income statement
102
Consolidated statement of comprehensive income
103
Consolidated balance sheet
104
Consolidated statement of changes in equity
105
Consolidated statement of cash flows
106
Notes to the Consolidated financial statements
135
Company balance sheet
136
Company statement of changes in equity
137
Notes to the Company financial statements
141
Unaudited five-year record
142
Shareholder information
How we have performed financially
over the past 12 months.
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1. OUR OPINION IS UNMODIFIED
In our opinion:
•
the financial statements of Autotrader 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 2026, 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 Autotrader Group plc (“the Company”) for the year ended 31 March 2026 (FY26) included in the Annual Report, which comprise:
Group
Parent Company (Autotrader 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 1.
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
The cash generating unit relating to Autotrader Leasing Limited (‘Autorama’) has a carrying value of £118.1m at 31 March 2026. This
includes £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. This year we have also recognised a significant risk over the related disclosures, reflecting their importance to the users of
the financial statements.
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.
The Parent Company key audit matter for the previous year was the transfer of the investment in Autorama from the Parent Company to
Autotrader Limited. This transaction was completed during FY25 and therefore this year, we consider the recoverability of the Parent
Company’s investment in its subsidiary, Autotrader Holding Limited to be a key audit matter. The recoverability of the investment is not
at a high risk of significant misstatement or subject to significant judgement. However, due to its materiality in the context of the Parent
Company financial statements, this is the area that had the greatest effect on our overall Parent Company audit.
Key audit matters
Vs FY25
Item
Recoverability of goodwill relating to Autorama and
associated disclosures
4.1
Revenue recognition – Trade Retailer revenue
4.2
Recoverability of the Parent Company’s investment in
Autotrader Holding (Parent Company)
4.3
AUDIT COMMITTEE INTERACTION
During the year, the Audit Committee met 4 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 page 66 are materially consistent with our observations of those meetings.
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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 FY26 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 ten financial years ended 31 March 2026.
The Group engagement partner is required to rotate every 5 years. This is the first set of Group financial statements signed by Ailsa
Griffin, however as she previously signed the financial statements of certain subsidiaries of Autotrader Group plc, for the years ended
31 March 2020 and 31 March 2021 respectively, she will be required to rotate off after the FY28 audit.
Total audit fee
£625,210
Audit related fees (including interim review)
£57,090
Other services
£16,500
Non-audit fee as a % of total audit and audit
related fee %
2.4%
Date first appointed
22 September 2016
Uninterrupted audit tenure
10 years
Next financial period which requires a tender
31 March 2027
Tenure of Group engagement partner
1 year
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 £19.5m (FY25: £18.1m) and for the Parent
Company financial statements as a whole at £17.5m (FY25: £17.0m).
Consistent with FY25, 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 5.0% (FY25: 4.8%).
Materiality for the Parent Company financial statements was determined with reference to a benchmark of Parent Company total
assets of which it represents 0.65% (FY25: 0.62%).
£14.6m
£13.5m
£19.0m
£16.2m
£17.5m
£17.0m
£1.0m
£0.9m
£18.1m
£19.5m
Group materiality
Group performance
materiality
Component
materiality
Parent Company
materiality
Audit misstatement
posting threshold
FY26
FY25
Materiality levels used in our audit
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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 (FY25: five) identified, we performed audit procedures over one component (FY25: one), in addition
to 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 as well as analytical procedures at a component 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% (FY25: 93%) of Group revenue.
We performed audit procedures at the components that accounted for
96% (FY25: 95%) of Group profit before tax and 36% (FY25: 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 62% (FY25: 69%) of total Group assets and 2%
(FY25: 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 28 to 34.
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 reporting 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 28 to 34 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”).
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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 52 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 51 to 52 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 pages 51 to 52 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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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 FY25
Our results
FY26
FY25
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.
FY26: Acceptable
FY25: Acceptable
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
Autorama’s share of the vehicle leasing market. 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. For this reason, we also consider there
to be a significant risk over the related disclosures, reflecting their importance to the users of
the financial statements.
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:
considering the historical forecasting accuracy by comparing previously
forecast revenue growth to actual results achieved.
•
Benchmarking assumptions:
challenging the revenue growth assumptions in the value in use calculation
by comparing the Directors’ 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 Original Equipment Manufacturer (‘OEM’) supply; consumer
audience data relating to the Autotrader marketplace; and data relating to lease rate trends.
•
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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Communications with the Autotrader 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 projected revenue growth rate for Autorama, particularly the assumptions around market share.
Our results
We found the Group’s conclusion that there is no impairment of Autorama goodwill to be acceptable (2025: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 67 for details on how the Audit Committee considered the recoverability of Autorama goodwill as an area
of significant attention, page 111 for the accounting policy on the recoverability of Autorama goodwill, and note 12 for the financial disclosures.
4.2 Revenue recognition – Trade Retailer
Financial Statement Elements
Our assessment of risk vs FY25
Our results
FY26
FY25
Trade Retailer revenue
£501.1m
£480.0m
Our assessment is that the risk is similar to FY25, reflecting the
fact that the majority of the Group’s revenue processing is
performed and recognised on a consistent basis in both years.
FY26: Acceptable
FY25: Acceptable
Description of the Key Audit Matter
Our response to the risk
FY26 Revenue
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 Autotrader 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:
comparing total Trade Retailer revenue recognised to cash receipts received in
the year, with reference to the movement of trade receivables and accrued income, and output VAT.
•
Tests of detail:
using computer assisted AI transaction scoring to identify high and medium scoring
Trade Retailer sales transactions for further investigation.
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Description of the Key Audit Matter
Our response to the risk
Communications with Autotrader 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 AI transactional scoring procedure, which identified high 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 (2025: acceptable).
Further information in the Annual Report and Accounts: See the Audit Committee Report on page 67 for details on how the Audit Committee considered Trade Retailer revenue recognition as an area
of significant attention, page 107 for the accounting policy on Trade Retailer revenue recognition and note 5 for the financial disclosures.
4.3 Recoverability of the parent company’s investment in Autotrader Holding (parent company)
Financial Statement Elements
Our assessment of risk vs FY25
Our results
FY26
FY25
Investment in Autotrader Holding
£1,248.0m
£1,240.0m
Although not a key audit matter in the prior year, our
assessment is that the risk is similar to FY25 reflecting the
magnitude of the balance in comparison to Parent Company
materiality.
FY26: Acceptable
FY25: Acceptable
Description of the Key Audit Matter
Our response to the risk
The Parent Company key audit matter for the previous year was the transfer of the investment in
Autorama from the Parent Company to Autotrader Limited. This transaction was completed during
FY25 and therefore for FY26, we consider the investment in Autotrader Holding Limited to be the
Parent Company key audit matter, as set out below.
Low risk, high value
The carrying amount of the parent company’s investment in Autotrader Holding represents 46.1%
(FY25: 45.2%) of the Parent Company’s total assets. Its recoverability is not at a high risk of significant
misstatement or subject to significant judgement. However, due to its materiality in the context of the
Parent Company financial statements, this is considered to be the area that had the greatest effect
on our overall 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 included:
•
Comparing valuations:
Comparing the carrying amount of the investment to the market
capitalisation of the Group, as a test for an indication of impairment, as all of the Group’s trading
operations are contained within the subsidiary and its subgroup;
•
Tests of detail:
Comparing the carrying amount of the investment with the relevant subsidiary’s draft
balance sheet to identify whether its net assets, being an approximation of its minimum recoverable
amount, were in excess of its carrying amount and assessing whether the subsidiary has historically
been profit-making; and
•
Assessing transparency:
Assessing the sufficiency of the Company’s disclosure in respect of the
recoverability of its investment in subsidiary.
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Description of the Key Audit Matter
Our response to the risk
Communications with the Autotrader Group plc’s Audit Committee
Our discussions with and reporting to the Audit Committee included:
•
Our findings from comparing the carrying amount of the investment to the subsidiary’s net assets.
Areas of particular auditor judgement
We identified no areas of particular auditor judgement.
Our results
We found the Company’s conclusion that there is no indication of impairment of its investment in subsidiary to be acceptable (FY25: acceptable).
Further information in the Annual Report and Accounts: See page 137 for the accounting policy and note 3 for the financial disclosures.
Changes to key audit matters
Transfer of investment in Autorama from the Parent Company (Parent Company only)
As noted above, in the prior year we identified a key audit matter over the transfer of investment in Autorama from Autotrader Group plc to Autotrader Limited. As the risk related to a single transaction, it is not
present in the current year and therefore we have not identified it as a key audit matter.
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, Governance, Risk and Compliance, head of 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 co-sourced 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;
•
Using analytical procedures to identify any unusual or unexpected relationships; and
•
Involving forensic specialists to obtain an understanding of fraud risk factors and fraud risks identified and form a conclusion on the completeness and appropriateness of
recorded fraud risks.
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 developed either using artificial intelligence transaction scoring
or component specific criteria. These include but are not limited to: postings between unusual accounts, unexpected postings, and postings with unusual descriptions.
• Comparing the identified entries to supporting documentation.
•
Assessing whether the judgements made in making accounting estimates, are indicative of a potential bias.
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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, pensions legislation in respect of defined benefit pension schemes and taxation legislation, 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, money laundering legislation, and consumer protection law, recognising the
regulated nature of the Group’s activities.
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.
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.
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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.
£19.5m
(FY25: £18.1m)
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 £19.5m (FY25: £18.1m). This was determined with reference to a benchmark of profit before tax.
Consistent with FY25, 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 £19.5m 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 5.0% (FY25: 4.8%) to the benchmark.
Materiality for the Parent Company financial statements as a whole was set at £17.5m (FY25: £17.0m), determined with reference to a benchmark of Parent Company total assets, of
which it represents 0.65% (FY25: 0.62%).
£14.6m
(FY25: £13.5m)
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% (FY25: 75%) of materiality for Autotrader Group plc Group financial statements as a whole to be appropriate.
The Parent Company performance materiality was set at £13.1m (FY25: £12.8m), which equates to 75% (FY25: 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.
£1.0m
(FY25: £0.9m)
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 Autotrader Group plc’s Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY25: 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 £19.5m (FY25: £18.1m) compares as follows to the main financial statement caption amounts:
Total Group revenue
Group profit before tax
Total Group assets
FY26
FY25
FY26
FY25
FY26
FY25
Financial statement caption
£624.3m
£601.1m
£388.8m
£375.7m
£685.3m
£639.6m
Group Materiality as % of caption
3.1%
3.0%
5.0%
4.8%
2.8%
2.8%
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7. THE SCOPE OF OUR AUDIT
Group scope
What we mean
How the Group auditor determined the procedures to be performed across the Group.
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 (FY25: 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 (FY25: 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 the Parent Company was performed by the Group team.
We set the component materiality, at £19.0m (FY25: £16.2), having regard to size and risk profile of the component in relation to the Group.
Our audit procedures covered 93% (FY25: 93%) of Group revenue. We performed audit procedures at the components that accounted for 96% (FY25: 95%) of Group profit before tax and
36% (FY25: 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 62% (FY25: 69%) of total Group assets and 2% (FY25: 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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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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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 86, 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.
Ailsa Griffin (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter’s Square
Manchester
M2 3AE
21 May 2026
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Consolidated income statement
For the year ended 31 March 2026
Note
2026
£m
2025
£m
Revenue
5
Operating costs
4
(235.7 )
(227.9 )
Share of profit from joint ventures, net of tax
15
Operating profit
6
Net finance costs
9
(3.9 )
(1.1 )
Profit before taxation
Taxation
10
(94.9 )
(93.1 )
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 2026
Note
2026
£m
2025
£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
(0.1 )
(0.5 )
Other comprehensive income for the year, net of tax
(0.1 )
(0.5 )
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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Consolidated balance sheet
At 31 March 2026
Note
2026
£m
2025
£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
(31.9 )
(31.6 )
Capital reorganisation reserve
(1,060.8 )
(1,060.8 )
Capital redemption reserve
Other reserves
Total equity
Note
2026
£m
2025
£m
Liabilities
Non-current liabilities
Borrowings
21
Provisions
22
Lease liabilities
14
Deferred income
5
Deferred taxation liabilities
23
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 21 May 2026 and authorised for issue:
Jamie Warner
Chief Financial Officer
Autotrader Group plc
Registered number: 09439967
21 May 2026
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Consolidated statement of changes in equity
For the year ended 31 March 2026
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 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 )
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
(8.5 )
Tax impact of employee share schemes
(2.1 )
(2.1 )
Purchase of own shares for treasury
(10.7 )
(10.7 )
Purchase of own shares for cancellation
(0.6 )
(360.3 )
(360.3 )
Dividends paid
(94.1 )
(94.1 )
Total transactions with owners, recognised directly in equity
(0.6 )
(455.8 )
(0.3 )
(456.1 )
Balance at 31 March 2026
(31.9 )
(1,060.8 )
The accompanying notes form part of these financial statements.
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Consolidated statement of cash flows
For the year ended 31 March 2026
Note
2026
£m
2025
£m
Cash flows from operating activities
Cash generated from operations
28
Income taxes paid
(95.2 )
(95.1 )
Net cash generated from operating activities
Cash flows from investing activities
Purchases of intangible assets
(0.1 )
Purchases of property, plant and equipment
(27.3 )
(4.0 )
Proceeds from sale of property, plant and equipment
Dividends received from joint ventures
15
Interest received on cash and cash equivalents
Net cash used in investing activities
(16.7 )
Cash flows from financing activities
Dividends paid to Company shareholders
27
(94.1 )
(88.4 )
Drawdown of Syndicated Revolving Credit Facility
21
Repayment of Syndicated Revolving Credit Facility
21
(30.0 )
Payment of refinancing fees
21
(0.3 )
Payment of interest on borrowings
31
(2.8 )
(1.2 )
Payment of lease liabilities
14
(1.8 )
(2.5 )
Purchase of own shares for cancellation
25
(358.4 )
(176.6 )
Purchase of own shares for treasury
26
(10.7 )
(10.7 )
Payment of fees on purchase of own shares
(1.9 )
(0.9 )
Contributions to defined benefit pension scheme
24
(0.5 )
(0.1 )
Proceeds from exercise of share-based incentives
Net cash used in financing activities
(303.2 )
(309.6 )
Net increase/(decrease) 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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Notes to the Consolidated financial statements
domiciled and incorporated in the United Kingdom
financial statements of the Company as at and for the year ended 31 March 2026 comprise the Company
and its interest in subsidiaries (together referred to as ‘the Group’). The Group’s principal business is the
operation of the Autotrader platforms which form the UK’s largest automotive marketplace and leading
digital platform for the automotive industry.
The Consolidated financial statements of the Group as at and for the year ended 31 March 2026 are
available upon request to the Company Secretary from the Company’s registered office at No.3
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 2026 the Group has continued to generate significant cash from
operations. The Group has an overall positive net asset position and had cash balances of £18.2m at
31 March 2026 (2025: £15.3m). During the year £463.2m was returned to shareholders through share
buybacks and dividends (2025: £275.7m).
The Group has access to a Syndicated Revolving Credit Facility (the ‘Syndicated RCF’). At
31 March 2026, the Group had £165.0m (2025: £nil) drawn of its £200.0m Syndicated RCF, which
is available until February 2030. Following the year end, the Syndicated RCF was increased to
£300.0m.
Cash flow projections for a period of not less than 12 months from the date of this report have been
prepared. Severe scenarios have been modelled to make the assessment of going concern, taking
into account severe but plausible potential impacts of a severe economic downturn, a cyber
attack and increased competition 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
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 2025:
•
Lack of Exchangeability (Amendments to IAS 21)
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:
•
Classification and Measurement of Financial Instruments (Amendments to IFRS 7 and IFRS 9)
• Presentation and Disclosure in Financial Statements (IFRS 18)
• Subsidiaries without Public Accountability Disclosures (IFRS 19)
• IAS 21 The Effects of Changes in Foreign Exchange Rates
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
(Amendments to IFRS 10 and IAS 28)
• Statements and IAS 28 Investments in Associates and Joint Ventures
Based on initial assessments performed to date, the Group does not expect IFRS 18 to have a material
impact on the Consolidated financial statements, with the primary effect being presentational
changes to the disclosure of the joint venture. The Group does not expect the other amendments to
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. In the prior year, digital
retailing revenue was generated from retailers who paid a percentage of the vehicle list price when a
consumer submitted a deal. Each deal represented a separate performance obligation and control
was 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.
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Notes to the Consolidated financial statements
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2. SIGNIFICANT ACCOUNTING POLICIES
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Data revenue
Data customers pay a subscription fee to access elements of Autotrader’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 & 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’s 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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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 currently expect a liability
to Pillar Two top-up tax based on its effective rate of corporation tax paid and because its
consolidated revenue is below the minimum threshold of €750m in the current and prior year, and
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 2025, ECLs were adjusted to
reflect the lower levels of inflation and downward pressures on interest rates. In the current period, ECL
assumptions have been reassessed for the prevailing macro-economic environment.
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Notes to the Consolidated financial statements
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2. SIGNIFICANT ACCOUNTING POLICIES
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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 recognised
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 ten 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 |
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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. Autotrader 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.
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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 Autotrader
Group plc in this transaction and the share capital and reserves of Autotrader 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, adjusted for own shares held. For diluted
EPS, the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive
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
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
113
Notes to the Consolidated financial statements
continued
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 Autotrader
customers is analysed before standard payment terms and conditions are offered. Policies and
procedures exist to ensure that Autotrader’s existing customers have an appropriate credit history
and a significant number of balances are collected via direct debit. In March, 89.7% (2025: 88.3%) of
Autotrader’s retailer customers listed monthly direct debit as their payment method, minimising the
risk of non-payment. Sales to private individuals using Autotrader 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 2026, the Group held cash and cash equivalents of £18.2m (2025: £15.3m). 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. At 31 March 2026, the Group had £165.0m drawn (2025: £nil)
of its £200.0m Syndicated RCF. Following the year end, the Syndicated RCF was increased to £300.0m.
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:
2026 |
2025 |
|
£m |
£m |
|
Total net debt/(funds) |
188.3 |
(12.7) |
Total equity |
407.1 |
569.4 |
Total capital |
595.4 |
556.7 |
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 2026, the Group had borrowings of £165.0m (2025: £nil) 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 Autotrader 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 (2025: two operating segments), being:
•
Autotrader: includes the results of Autotrader 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 Autotrader 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.
Autotrader Group plc
Strategic report
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Financial statements
Annual Report and Financial Statements 2026
114
Notes to the Consolidated financial statements
continued
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 2026, inter-segment revenue earned by
Autotrader from Autorama for vehicles leased via a journey initiated on the Autotrader platform was
not material (2025: £nil).
From financial year 2027, Autorama will operate and be reported as a single operating segment with
the rest of the Autotrader Group as more than half of all leasing transactions are now delivered
through the Autotrader platform.
Analysis of the Group’s revenue and results for both reportable segments, with a reconciliation to
Group profit before tax, is shown below:
Group |
||||
Autotrader |
Autorama |
central |
||
segment |
segment |
costs |
Group |
|
Year to 31 March 2026 |
£m |
£m |
£m |
£m |
Total segment revenue |
585.3 |
39.0 |
– |
624.3 |
People costs |
(93.6) |
(6.8) |
– |
(100.4) |
Marketing |
(21.9) |
(1.4) |
– |
(23.3) |
Costs of goods sold |
– |
(29.9) |
– |
(29.9) |
Digital Services Tax |
(10.6) |
– |
– |
(10.6) |
Other costs |
(45.9) |
(2.2) |
– |
(48.1) |
Depreciation & amortisation |
(9.4) |
(0.7) |
(13.3) |
(23.4) |
Total segment costs |
(181.4) |
(41.0) |
(13.3) |
(235.7) |
Share of profit from joint ventures |
4.1 |
– |
– |
4.1 |
Total segment operating profit/(loss) |
408.0 |
(2.0) |
(13.3) |
392.7 |
Finance costs – net |
(3.9) |
|||
Profit before tax |
388.8 |
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 2026, an amortisation expense of £13.3m (2025: £12.9m) was recognised
in relation to the fair value of the brand, technology and other assets acquired in the Group’s business
combination of Autorama.
Group |
||||
Autotrader |
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 |
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.
2026 |
2025 |
|
Revenue |
£m |
£m |
Retailer |
501.1 |
480.0 |
Home Trader |
16.7 |
16.1 |
Other |
13.5 |
13.0 |
Trade |
531.3 |
509.1 |
Consumer Services |
38.8 |
42.4 |
Manufacturer & Agency |
15.2 |
13.3 |
Autorama |
39.0 |
36.3 |
Total revenue |
624.3 |
601.1 |
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.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
115
Notes to the Consolidated financial statements
continued
5. REVENUE
CONTINUED
Contract balances
The following table provides information about receivables and contract assets and liabilities from
contracts with customers.
2026 |
2025 |
|
£m |
£m |
|
Receivables, which are included in trade and other receivables |
33.3 |
33.4 |
Accrued income |
44.8 |
46.0 |
Deferred income |
(11.5) |
(12.5) |
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. £4.9m (2025: £5.3m) of the deferred income balance is classified as a
current liability within trade and other payables (note 20). Included within deferred income is £7.2m
(2025: £7.8m) 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:
2026 |
2025 |
||
Note |
£m |
£m |
|
Staff costs |
7 |
(100.4) |
(100.0) |
Contractor costs |
– |
(0.2) |
|
Depreciation of property, plant and equipment |
13 |
(8.2) |
(5.2) |
Amortisation of intangible assets |
12 |
(15.2) |
(15.5) |
Profit on sale of property, plant and equipment |
0.6 |
– |
During the year, the Group obtained the following services from the Company’s auditor:
2026 |
2025 |
|
£m |
£m |
|
Fees payable for the audit of the Company and Consolidated |
||
financial statements |
0.3 |
0.3 |
Fees payable for other services |
||
The audit of the subsidiary undertakings pursuant to legislation |
0.4 |
0.3 |
Total |
0.7 |
0.6 |
Fees payable for audit-related assurance services in the year were £58,000 (2025: £55,000) for the
half-year review of the condensed financial statements. Fees payable for other non-audit services in
the year were £16,500 (2025: £16,000) for limited assurance over certain information included within or
The average monthly number of employees (including Executive Directors and contractors) employed
by the Group was as follows:
2026 |
2025 |
|
£m |
£m |
|
Customer operations |
647 |
675 |
Product and technology |
405 |
402 |
Corporate |
192 |
190 |
Total |
1,244 |
1,267 |
The aggregate payroll costs of these persons were as follows:
2026 |
2025 |
||
Note |
£m |
£m |
|
Wages and salaries |
76.8 |
76.3 |
|
Social security costs |
9.1 |
7.5 |
|
Defined contribution pension costs |
24 |
4.8 |
4.7 |
90.7 |
88.5 |
||
Share-based payments and associated NI |
29 |
9.7 |
11.7 |
Total |
100.4 |
100.2 |
Wages and salaries include £30.9m (2025: £29.6m) relating to the product and technology teams;
these teams spend a significant proportion of their time on innovation of our product proposition and
Directors’ remuneration
2026 |
2025 |
|
£m |
£m |
|
Directors’ remuneration |
2.5 |
2.7 |
Amounts receivable under long-term incentive schemes |
3.1 |
4.0 |
Company contributions to money purchase pension schemes |
0.1 |
0.1 |
5.7 |
6.8 |
|
Gain on exercise of share options |
2.3 |
3.1 |
Three (2025: Three) Directors received Company contributions to money purchase pension schemes.
Three (2025: Three) Directors exercised share options.
Three: (2025: Three) Directors received share awards for qualifying services.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
116
Notes to the Consolidated financial statements
continued
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 £2,580,000 (2025: £3,010,000), and Company pension contributions of
£50,000 (2025: £47,000) 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.
Key Management compensation
During the year to 31 March 2026, Key Management comprised the members of the ALT (who are
defined in note 4) and the Non-Executive Directors (2025: ALT and the Non-Executive Directors).
The remuneration of all Key Management was as follows:
2026 |
2025 |
|
£m |
£m |
|
Short-term employee benefits |
5.9 |
5.3 |
Share-based payments |
3.5 |
5.0 |
Pension contributions |
0.3 |
0.3 |
Total excluding NI |
9.7 |
10.6 |
Employer NI |
1.6 |
1.0 |
Total |
11.3 |
11.6 |
2026 |
2025 |
|
£m |
£m |
|
On bank loans and overdrafts |
2.8 |
1.1 |
Amortisation of debt issue costs |
0.4 |
0.5 |
Interest unwind on lease liabilities |
1.7 |
0.1 |
Interest on vehicle stocking loan |
0.3 |
0.3 |
Interest receivable on cash and cash equivalents |
(1.3) |
(0.9) |
Total |
3.9 |
1.1 |
2026 |
2025 |
|
£m |
£m |
|
Current taxation |
||
UK corporation taxation |
95.1 |
96.5 |
Adjustments in respect of prior years |
0.1 |
0.4 |
Total current taxation |
95.2 |
96.9 |
Deferred taxation |
||
Origination and reversal of temporary differences |
(0.1) |
(3.4) |
Adjustments in respect of prior years |
(0.2) |
(0.4) |
Total deferred taxation |
(0.3) |
(3.8) |
Total taxation charge |
94.9 |
93.1 |
The taxation charge for the year is lower than (2025: lower than) the effective rate of corporation tax
in the UK of 25% (2025: 25%). The differences are explained below:
2026 |
2025 |
|
£m |
£m |
|
Profit before taxation |
388.8 |
375.7 |
Tax on profit at the standard UK corporation tax rate of 25% (2025: 25%) |
97.2 |
93.9 |
Expenses not deductible for taxation purposes |
0.1 |
0.4 |
Share of joint venture taxation |
(1.1) |
(0.9) |
Impact of property disposal |
(0.9) |
– |
Adjustments in respect of OCI group relief |
(0.3) |
(0.3) |
Adjustments in respect of prior years |
(0.1) |
– |
Total taxation charge |
94.9 |
93.1 |
The taxation charge for the year is based on the standard rate of UK corporation tax for the period
of 25% (2025: 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 impact of a property disposal of £0.9m (2025: £nil) relates to the fair value adjustment of the
Autorama property which was recognised as part of the business combination in the year ended
31 March 2023. As the property was sold in the current year, the deferred tax liability has been
released to the Consolidated income statement.
Taxation on items taken directly to equity was a credit of £2.1m (2025: debit of £0.8m) relating to tax
on share-based payments.
Taxation recorded in equity within the Consolidated statement of comprehensive income was
a release of £0.1m (2025: release of £0.5m) relating to post-employment benefit obligations.
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.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
117
Notes to the Consolidated financial statements
continued
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 2026 |
|||
Basic EPS |
860,235,092 |
293.9 |
34.17 |
Diluted EPS |
862,666,250 |
293.9 |
34.07 |
Year ended 31 March 2025 |
|||
Basic EPS |
892,418,234 |
282.6 |
31.66 |
Diluted EPS |
895,392,458 |
282.6 |
31.56 |
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:
2026 |
2025 |
|
Issued ordinary shares at 1 April |
884,700,426 |
907,213,454 |
Weighted effect of ordinary shares purchased for cancellation |
(19,302,233) |
(9,986,345) |
Weighted effect of ordinary shares held in treasury |
(4,875,126) |
(4,507,565) |
Weighted effect of shares held in the ESOT |
(287,975) |
(301,310) |
Weighted average number of shares for basic EPS |
860,235,092 |
892,418,234 |
Dilutive impact of share options outstanding |
2,431,158 |
2,974,224 |
Weighted average number of shares for diluted EPS |
862,666,250 |
895,392,458 |
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 Autotrader 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 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 |
Transferred from work in progress |
– |
0.1 |
– |
– |
– |
0.1 |
Disposals |
– |
(1.4) |
– |
– |
– |
(1.4) |
At 31 March 2026 |
544.6 |
20.6 |
13.1 |
48.2 |
29.7 |
656.2 |
Accumulated amortisation and impairments |
||||||
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 |
Amortisation charge |
– |
2.5 |
– |
11.2 |
1.5 |
15.2 |
Disposals |
– |
(1.4) |
– |
– |
– |
(1.4) |
At 31 March 2026 |
117.0 |
11.1 |
13.1 |
34.6 |
23.3 |
199.1 |
Net book value at 31 March 2026 |
427.6 |
9.5 |
– |
13.6 |
6.4 |
457.1 |
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 |
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 2026 is 9 years (31 March 2025: 10 years).
For the year to 31 March 2026, the amortisation charge of £15.2m (2025: £15.5m) has been charged to
operating costs in the Consolidated income statement.
At 31 March 2026, there were no software and website development costs representing assets under
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
118
Notes to the Consolidated financial statements
continued
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:
2026 |
2025 |
|
£m |
£m |
|
Digital |
392.3 |
353.1 |
Autorama |
118.1 |
132.6 |
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 (2025: five years) are extrapolated using the estimated
growth rate stated into perpetuity; a rate of 2.5% (2025: 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:
2026 |
2025 |
|
Terminal value growth rate |
2.5% |
2.5% |
Discount rate (pre-tax) |
13.8% |
12.6% |
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 2026 impairment review, no impairment has been recognised in relation to the
Digital CGU (2025: no impairment).
Autorama
The recoverable amount of the Autorama CGU, which includes £92.5m of goodwill arising from the
June 2022 acquisition, has been determined based on value-in-use calculation.
Value-in-use reflects the present value of the future cash flows the Group expects to be derived
from the CGU. The key assumptions used in the estimation of the CGU’s recoverable amount are
as follows:
2026 |
2025 |
|
Forecast period |
5 years |
5 years |
Car delivery 1 compound growth rate |
44% |
81% |
Starts at 10%, rising 4% |
Starts at 7%, rising 6% |
|
Car market share increase |
annually to 26% in year 5 |
annually to 33% in year 5 |
Terminal value growth rate |
2.5% |
2.5% |
Discount rate (pre-tax) |
12.5% |
12.6% |
1.
Where car deliveries relate to the number of leased vehicles delivered to consumers.
The baseline for the five-year cash flow forecast is the FY26 operating performance, which saw a 53%
year-on-year improvement to a £2.0m operating loss, with 8,056 vehicles delivered (2025: 6,268
vehicles). Whilst the new car supply has recovered, market conditions for vans remained constrained,
driving a volume shortfall against the original forecast.
The key assumptions underpinning future cash flows are:
•
Deliveries and market share: the increase in car deliveries relies on a significant increase in the
Group’s market share, targeting 3-4% of annual UK consumer new car registrations by 2031. This is
primarily driven by converting Autotrader’s existing audience of approximately 750,000 unique
weekly new car users within the new car platform through targeted product and consumer
experience enhancements. Growth rates for new van leases are forecast at a lower compound
annual growth rate due to a more established market share.
•
Market size: estimates of the total new vehicle market and the proportion of leased vehicles are
informed by historical SMMT and BVLRA data. Forecasts conservatively cap the total new car and
van registration market at 2019 (pre COVID-19) levels.
•
Discount rate: the pre-tax discount rate of 12.5% has been derived using the Capital Asset Pricing
Model (‘CAPM’). The risk of sales growth assumptions not being achieved is reflected in the base
forecast cash flows rather than the discount rate.
Sensitivity analysis
As at 31 March 2026, the recoverable amount of the CGU exceeded its carrying amount by £16.8m.
Management has conducted sensitivity analysis on key assumptions and identified that the
recoverable amount is highly sensitive to the car delivery growth rate, currently forecast at 44%.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
119
Notes to the Consolidated financial statements
continued
12. INTANGIBLE ASSETS
CONTINUED
The following reasonably possible changes would eliminate the available headroom or trigger
an impairment:
•
Reduction in car delivery growth: A reduction in the forecast car delivery growth from 44% to 40%
would eliminate the existing headroom and result in the carrying amount equalling the
recoverable amount.
•
Combined downside scenario: If car deliveries were reduced to a compound growth rate of 38%
which would represent a lower annual market share increase of 3 percentage points, and van
delivery growth rates were reduced from 28% to 23%, the carrying amount would exceed the
Land, buildings | |||||
and leasehold | Office | Motor | Work in | ||
improvements | equipment | vehicles | progress | Total | |
£m | £m | £m | £m | £m | |
Cost | |||||
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 |
Additions | 48.2 | 1.2 | 0.1 | 23.3 | 72.8 |
Transferred from work in progress into use | 21.1 | 3.9 | – | (25.1) | (0.1) |
Disposals | (19.4) | (0.6) | (0.2) | (0.8) | (21.0) |
At 31 March 2026 | 72.9 | 13.3 | 0.8 | – | 87.0 |
Accumulated depreciation | |||||
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 |
Charge for the year | 6.5 | 1.6 | 0.1 | – | 8.2 |
Disposals | (15.4) | (0.5) | (0.2) | – | (16.1) |
At 31 March 2026 | 6.5 | 6.9 | 0.6 | – | 14.0 |
Net book value at 31 March 2026 | 66.4 | 6.4 | 0.2 | – | 73.0 |
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 |
Included within property, plant and equipment are £42.4m (2025: £2.8m) of assets recognised as
leases under IFRS 16. Further details of these leases are disclosed in note 14.
During the period, the Group completed the planned relocation of its head office. Expenditure of
£25.1m relating to the fit-out of the new premises was initially capitalised as work in progress and
was transferred to property, plant and equipment in January 2026 when the office became
available for use. £0.1m relating to software was transferred to Intangible assets (see note 12).
Depreciation also commenced on this date.
Disposals of £21.0m in the year predominantly relate to the disposal of assets and office
equipment leases as part of the head office move. £8.1m (2025: £2.9m) of these disposals had a
£nil net book value. The property in Hemel Hempstead was also sold in the year, which had a net
book value of £3.3m.
The depreciation expense of £8.2m for the year to 31 March 2026 (2025: £5.2m) has been recorded
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:
2026 | 2025 | |
£m | £m | |
Net book value of property, plant and equipment owned | 30.6 | 10.6 |
Net book value of right of use assets | 42.4 | 2.8 |
73.0 | 13.4 |
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 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 |
Additions | 44.3 | 0.2 | – | 44.5 |
Disposals | (0.2) | – | – | (0.2) |
Depreciation charge | (4.5) | (0.1) | (0.1) | (4.7) |
At 31 March 2026 | 42.0 | 0.3 | 0.1 | 42.4 |
2026 | 2025 | |
Lease liabilities in the balance sheet at 31 March | £m | £m |
Current | 0.6 | 2.1 |
Non-current | 42.0 | 0.4 |
Total | 42.6 | 2.5 |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
120
Notes to the Consolidated financial statements
continued
14. LEASES
CONTINUED
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented
within note 30. Certain lease rentals are subject to periodic market rental reviews.
The lease for the Group’s new head office commenced in June 2025, giving rise to a right-of-use asset
of £44.1m and a corresponding lease liability of £40.1m. The lease agreement includes a rent free
period until April 2028. The lease relating to the Group’s former premises terminated in March 2026.
2026 |
2025 |
|
Amounts charged in the income statement |
£m |
£m |
Depreciation charge of right of use assets |
4.7 |
2.3 |
Interest on lease liabilities |
1.7 |
0.1 |
Total amounts charged in the income statement |
6.4 |
2.4 |
2026 |
2025 |
|
Cash outflow |
£m |
£m |
Total cash outflow for leases |
1.8 |
2.5 |
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. 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 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 |
Share of result for the year taken to the income statement |
– |
4.1 |
4.1 |
Dividends received in the year |
(4.9) |
– |
(4.9) |
As at 31 March 2026 |
24.2 |
22.4 |
46.6 |
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.
2026 |
2025 |
|
£m |
£m |
|
Non-current assets |
92.2 |
93.3 |
Current assets |
||
Cash and cash equivalents |
6.4 |
6.5 |
Other current assets |
1.6 |
2.1 |
Total assets |
100.2 |
101.9 |
Liabilities |
||
Current liabilities |
4.4 |
4.6 |
Total liabilities |
4.4 |
4.6 |
Net assets |
95.8 |
97.3 |
Group’s share of net assets |
46.6 |
47.7 |
2026 |
2025 |
|
£m |
£m |
|
Revenues |
18.4 |
16.3 |
Profit for the year |
8.5 |
7.3 |
Total comprehensive income |
8.5 |
7.3 |
Group’s share of comprehensive income |
4.1 |
3.6 |
Dividends received by the Group |
4.9 |
4.4 |
Non-current assets principally comprise goodwill and other intangible assets. The carrying value
is assessed annually using a methodology consistent with the Autotrader 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
2026 |
2025 |
|
£m |
£m |
|
Investment in iAUTOS Company Limited |
– |
– |
Investment in protected insurance cell (Atlas Insurance PCC Limited) |
1.3 |
1.3 |
Total |
1.3 |
1.3 |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
121
Notes to the Consolidated financial statements
continued
16. OTHER INVESTMENTS
CONTINUED
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, which related to Guaranteed Asset Protection and business equipment
in transit insurance, is no longer writing new business and will wind up following the termination of all
existing policies. 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. Autotrader Leasing Limited (previously 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
2026 |
2025 |
|
£m |
£m |
|
Trade receivables (invoiced) |
30.3 |
30.3 |
Net accrued income |
43.7 |
44.4 |
Trade receivables (total) |
74.0 |
74.7 |
Prepayments |
7.4 |
10.0 |
Other receivables |
0.7 |
– |
Total |
82.1 |
84.7 |
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 £3.0m (2025: £3.1m).
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 £1.2m (2025: £1.6m).
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.
2026 |
2025 |
|
£m |
£m |
|
Finished goods |
4.3 |
2.0 |
Inventories |
4.3 |
2.0 |
Cash at bank and in hand is denominated in sterling:
2026 |
2025 |
|
£m |
£m |
|
Cash at bank and in hand |
18.2 |
15.3 |
Cash and cash equivalents |
18.2 |
15.3 |
Cash balances with an original maturity of less than three months were held in current accounts
2026 |
2025 |
|
£m |
£m |
|
Trade payables |
1.7 |
2.6 |
Accruals |
14.7 |
13.9 |
Other taxes and social security |
20.3 |
22.6 |
Deferred income |
4.9 |
5.3 |
Digital Services Tax |
10.7 |
10.2 |
Vehicle stocking loan |
5.0 |
1.0 |
Other payables |
2.3 |
2.2 |
Accrued interest payable |
0.5 |
0.1 |
Total |
60.1 |
57.9 |
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 their
2026 |
2025 |
|
Non-current |
£m |
£m |
Syndicated RCF gross of unamortised debt issue costs |
165.0 |
– |
Unamortised debt issue costs on Syndicated RCF |
(1.6) |
– |
Total borrowings |
163.4 |
– |
Unamortised debt issue costs on the Syndicated RCF decreased to £1.6m. In the prior period, these
were presented within Prepayments (note 17) and totalled £2.1m.
Borrowings are repayable as follows:
2026 |
2025 |
|
£m |
£m |
|
Less than one year |
– |
– |
Two to five years |
165.0 |
– |
Total |
165.0 |
– |
The carrying amounts of borrowings approximates to their fair values.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
122
Notes to the Consolidated financial statements
continued
21. BORROWINGS
CONTINUED
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. At year end, until February 2029 the available
facility was £200.0m, reducing to £165.0m thereafter due to one lender not participating in the second
extension option. After the year end, the available facility was increased to £300.0m and extended to
February 2030. 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 prior 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:
2026 |
2025 |
|
£m |
£m |
|
One month or less |
165.0 |
– |
Total |
165.0 |
– |
Dilapidations |
Holiday pay |
||
provision |
provision |
Total |
|
£m |
£m |
£m |
|
At 31 March 2025 |
1.6 |
1.0 |
2.6 |
Charged to the income statement |
– |
1.2 |
1.2 |
Utilised in the year |
(1.0) |
(1.0) |
(2.0) |
Recognised under IFRS 16 |
3.6 |
– |
3.6 |
Released in the year |
(0.5) |
– |
(0.5) |
At 31 March 2026 |
3.7 |
1.2 |
4.9 |
2026 |
2025 |
|
£m |
£m |
|
Current |
1.2 |
1.0 |
Non-current |
3.7 |
1.6 |
Total |
4.9 |
2.6 |
A net deferred tax liability of £0.6m has been recognised in the balance sheet at 31 March 2026 (2025:
deferred tax asset of £1.1m). The movement in deferred tax 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 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 |
(Debited)/credited to the income statement |
0.2 |
(0.8) |
(0.1) |
(0.7) |
Debited/(credited) directly to equity |
(2.0) |
– |
– |
(2.0) |
At 31 March 2026 |
3.0 |
– |
6.6 |
9.6 |
Acquired |
Accelerated |
Other |
||
intangible |
capital |
temporary |
||
assets |
allowances |
differences |
Total |
|
Deferred taxation liabilities |
£m |
£m |
£m |
£m |
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 |
Debited/(credited) to the income statement |
(4.3) |
3.7 |
(0.5) |
(1.1) |
(Debited)/credited to other comprehensive income |
– |
– |
0.1 |
0.1 |
At 31 March 2026 |
4.6 |
3.7 |
1.9 |
10.2 |
Net deferred tax asset at 31 March 2025 |
1.1 |
|||
Net deferred tax liability at 31 March 2026 |
0.6 |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
123
Notes to the Consolidated financial statements
continued
23. DEFERRED TAXATION
CONTINUED
The deferred tax balance relating to capital allowances transitioned from a deferred tax asset to
a deferred tax liability in the period, driven by capital allowances arising on the new head office.
The credit of £4.3m recognised in the income statement in respect of acquired intangible assets
includes the release of a £0.9m liability relating to a fair value adjustment on freehold property,
following the disposal of the property in the period.
The Group has estimated that an additional £3.9m net deferred tax asset will be recognised in the
next 12 months (2025: £1.7m net deferred tax asset recognised). This is management’s current best
(i) Defined contribution scheme
The Group operates a number of defined contribution schemes. In the year to 31 March 2026, the
pension contributions to the Group’s defined contribution schemes amounted to £4.8m (2025: £4.7m).
At 31 March 2026, there were £0.8m (31 March 2025: £0.8m) 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 Group. The Trustees are composed of
representatives of both the Group 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. The
obligations of the Scheme have been fully transferred to an Insurance Company since September 2025.
Profile of the Scheme
As at 31 March 2026, approximately 40% of the defined benefit obligation (‘DBO’) is attributable
to former employees who have yet to reach retirement (2025: 40%) and 60% to current pensioners
(2025: 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 was approximately 13 years (2025: 13 years).
Full Scheme buy-out
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. Since then, the Trustees have been working towards a
full buy-out.
On 12 September 2025, the Scheme converted its existing buy-in policy into individual policies for
each member (known as a buy-out). At the same point, the buy-in policy was updated to reflect the
data and benefits cleansing exercise, and to allow for benefits that were initially excluded from the
policy (for example, GMP equalisation and certain benefits rectifications); and the Scheme paid an
additional “balancing premium” of £0.5m. Consistent with the accounting treatment adopted for
the initial buy-in, the Group has accounted for the buy-out as a Settlement, with the Settlement Cost
being recognised in the Consolidated income statement. On the grounds of materiality, the
Settlement and re-measurement of the Consolidated income statement for the remainder of the
reporting period was considered to have occurred at 30 September 2025. As this date, the Scheme’s
balance sheet reflected only a small amount of cash held in the Trustees’ bank account, which has
since been almost fully used to meet expenses of winding-up the Trust. The Trust is expected to be
wound-up and terminated during financial year 2027.
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. Since the Scheme has been bought-out, no further
actuarial valuations will be carried out.
The Company has historically paid expenses and PPF levies incurred by the Scheme, although since
the buy-out, these costs have been met from the surplus assets in the Scheme.
Risks associated with the Scheme
Since the Scheme has now been fully bought-out, the Company’s exposure to risks associated with
the Scheme has been substantively removed.
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.
Although the scheme’s defined benefit obligation was removed from the balance sheet as at
30 September 2025, the principal assumptions used to calculate the liabilities immediately prior to
the buy-out under IAS 19 have been set out below. It was not necessary to derive assumptions as at
31 March 2026 since there were no benefits to be valued.
2026 |
2025 |
|
% % |
||
Discount rate for scheme liabilities |
5.85 |
5.80 |
CPI inflation |
2.75 |
2.80 |
RPI inflation |
3.25 |
3.30 |
Pension increases |
||
Post 1988 GMP |
2.15 |
2.20 |
Pre 2004 non GMP |
5.00 |
5.00 |
Post 2004 |
3.00 |
3.05 |
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 was 13 years (2025: 14 years).
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.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
124
Notes to the Consolidated financial statements
continued
24. RETIREMENT BENEFIT OBLIGATIONS
CONTINUED
These tables translate into an average life expectancy for a pensioner retiring at age 65 as follows:
2026 |
2025 |
|||
Men |
Women |
Men |
Women |
|
Years |
Years |
Years |
Years |
|
Member aged 65 (current life expectancy) |
86.0 |
88.5 |
86.0 |
88.5 |
Member aged 45 (life expectancy at age 65) |
87.8 |
90.4 |
87.8 |
90.4 |
It is assumed that 50% of non-retired members of the Scheme will commute the maximum amount of
cash at retirement (2025: 50%).
Post-employment benefit obligations disclosures
The following amounts have been recognised in the Consolidated statement of comprehensive income:
2026 |
2025 |
|
£m |
£m |
|
Return on Scheme assets below that recognised in net interest |
0.2 |
2.2 |
Actuarial gains due to changes in assumptions |
– |
(1.5) |
Actuarial losses due to liability experience |
– |
(0.1) |
Deferred tax on surplus |
(0.1) |
(0.1) |
Total amounts recognised within the Consolidated statement |
||
of comprehensive income |
0.1 |
0.5 |
Amounts recognised in the balance sheet are as follows:
2026 |
2025 |
|
£m |
£m |
|
Present value of funded obligations |
– |
11.3 |
Fair value of plan assets |
– |
(11.5) |
Net asset recognised in the Consolidated balance sheet |
– |
(0.2) |
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 £2,000 (2025: £0.2m) and an associated deferred tax liability of £nil (2025:
£0.1m) in the Consolidated balance sheet.
Movements in the fair value of Scheme assets were as follows:
2026 |
2025 |
|
£m |
£m |
|
Fair value of Scheme assets at the beginning of the year |
11.5 |
14.0 |
Interest income on Scheme assets |
0.3 |
0.7 |
Remeasurement losses on Scheme assets |
(0.2) |
(2.2) |
Contributions by the employer |
0.5 |
0.1 |
Settlements |
(11.6) |
– |
Administration expenses |
(0.1) |
– |
Net benefits paid |
(0.4) |
(1.1) |
Fair value of Scheme assets at the end of the year |
– |
11.5 |
Movements in the fair value of Scheme liabilities were as follows:
2026 |
2025 |
|
£m |
£m |
|
Fair value of Scheme liabilities at the beginning of the year |
11.3 |
13.4 |
Administration expenses |
0.1 |
– |
Interest expense |
0.3 |
0.6 |
Actuarial gains on Scheme liabilities arising from changes in assumptions |
– |
(1.5) |
Actuarial (gains)/losses on Scheme liabilities arising from experience |
– |
(0.1) |
Net benefits paid |
(0.5) |
(1.1) |
Settlements |
(11.2) |
– |
Fair value of Scheme liabilities at the end of the year |
– |
11.3 |
Movements in post-employment benefit net obligations were as follows:
2026 |
2025 |
|
£m |
£m |
|
Opening post-employment benefit surplus |
(0.2) |
(0.6) |
Past service cost |
– |
– |
Settlement cost |
0.4 |
– |
Administration expenses |
0.1 |
– |
Contributions by the employer |
(0.5) |
(0.1) |
Remeasurement and experience losses |
0.2 |
0.5 |
Closing post-employment benefit surplus |
– |
(0.2) |
Plan assets are comprised as follows:
2026 |
2025 |
|||
£m |
% |
£m |
% |
|
Gilts |
– |
– |
– |
– |
Cash |
0.2 |
100.0 |
0.2 |
2.0 |
Buy-in policy |
– |
– |
11.3 |
98.0 |
Total |
0.2 |
100.0 |
11.5 |
100.0 |
All plan assets have a quoted market price.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
125
Notes to the Consolidated financial statements
continued
24. RETIREMENT BENEFIT OBLIGATIONS
CONTINUED
Sensitivity to key assumptions
The key financial assumptions used for IAS 19 are the discount and inflation rates. Given that the
Scheme has now been bought out, changes in the key assumptions no longer have any impact on the
2026 |
2025 |
|||
Number |
Amount |
Number |
Amount |
|
Share capital |
’000 |
£m |
’000 |
£m |
Allotted, called-up and fully paid ordinary shares |
||||
of 1p each |
||||
At 1 April |
884,701 |
8.9 |
907,214 |
9.2 |
Purchase and cancellation of own shares |
(57,198) |
(0.6) |
(22,513) |
(0.3) |
Total |
827,503 |
8.3 |
884,701 |
8.9 |
Under resolutions passed at the 2024 and 2025 AGMs the Company is authorised to make market
purchases of up to a maximum of 10% of its own ordinary shares (excluding shares held in treasury),
subject to minimum and maximum price restrictions.
In the year ended 31 March 2026, a total of 58,493,141 ordinary shares of £0.01 were purchased.
The average price paid was 630.1p with a total consideration paid (including fees of £1.9m) of £371.0m.
Of all shares purchased, 1,295,147 were held in treasury with 57,197,994 being cancelled.
Included within shares in issue at 31 March 2026 are 282,389 (2025: 294,600) shares held by the ESOT
ESOT shares |
Treasury |
||
reserve |
shares |
Total |
|
Own shares held – £m |
£m |
£m |
£m |
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) |
Repurchase of own shares for treasury |
– |
(10.7) |
(10.7) |
Share-based incentives exercised |
– |
10.4 |
10.4 |
Own shares held as at 31 March 2026 |
(0.4) |
(31.5) |
(31.9) |
ESOT shares |
Treasury shares |
Total |
|
reserve |
Number |
Number |
|
Own shares held – number |
Number of shares |
of shares |
of shares |
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 |
Transfer of shares from ESOT |
(12,211) |
– |
(12,211) |
Repurchase of own shares for treasury |
– |
1,295,147 |
1,295,147 |
Share-based incentives exercised |
– |
(1,483,962) |
(1,483,962) |
Own shares held as at 31 March 2026 |
282,389 |
4,412,082 |
4,694,471 |
Dividends declared and paid by the Company were as follows:
2026 |
2025 |
|||
Pence |
Pence |
|||
per share |
£m |
per share |
£m |
|
2025 final dividend paid |
7.1 |
62.0 |
6.4 |
57.3 |
2026 interim dividend paid |
3.8 |
32.1 |
3.5 |
31.1 |
10.9 |
94.1 |
9.9 |
88.4 |
|
The proposed final dividend for the year ended 31 March 2026 of 7.8p per share, totalling £62.2m, 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.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
126
Notes to the Consolidated financial statements
continued
2026 |
2025 |
|
£m |
£m |
|
Profit after tax |
293.9 |
282.6 |
Adjustments for: |
||
Tax charge |
94.9 |
93.1 |
Depreciation |
8.2 |
5.2 |
Amortisation |
15.2 |
15.5 |
Share-based payments charge (excluding associated NI) |
9.2 |
9.7 |
Share of profit from joint ventures |
(4.1) |
(3.6) |
Profit on sale of property, plant and equipment |
(0.6) |
– |
Finance costs |
3.9 |
1.1 |
R&D expenditure credit |
(0.8) |
(2.3) |
Post employment expenses relating to the defined benefit scheme |
0.6 |
– |
Dilapidation provision release |
(0.5) |
– |
Changes in working capital: |
||
Trade and other receivables |
(0.5) |
0.6 |
Trade and other payables |
0.7 |
(3.0) |
Provisions |
0.2 |
0.2 |
Inventory |
(2.3) |
0.6 |
Cash generated from operations |
418.0 |
399.7 |
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 £9.7m (2025: £11.7m). 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.
Group |
Company |
|||
2026 |
2025 |
2026 |
2025 |
|
£m |
£m |
£m |
£m |
|
Share Incentive Plan (‘SIP’) |
– |
– |
– |
– |
Sharesave scheme (‘SAYE’) |
0.6 |
0.7 |
– |
– |
Performance Share Plan (‘PSP’) |
0.8 |
2.1 |
0.8 |
2.1 |
Deferred Annual Bonus and Single Incentive Plan |
7.8 |
6.9 |
0.3 |
0.6 |
NI and apprenticeship levy on applicable schemes |
0.5 |
2.0 |
– |
0.6 |
Total charge |
9.7 |
11.7 |
1.1 |
3.3 |
During the year, the Directors in office in total had £2.3m gains (2025: £3.1m) 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
2026 |
2025 |
|
Number |
Number |
|
Outstanding at 1 April |
50,719 |
68,950 |
Released |
(12,211) |
(18,231) |
Outstanding at 31 March |
38,508 |
50,719 |
Vested and outstanding at 31 March |
38,508 |
50,719 |
The weighted average market value per ordinary share for SIP awards released was 745.5p
(2025: 810.4p). The SIP shares outstanding at 31 March 2026 have fully vested (2025: fully vested).
Performance Share Plan
The Group operates a Performance Share Plan (‘PSP’) for Executive Directors, the Autotrader
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 25 June 2025, the Group awarded 419,343 nil cost options under the PSP scheme (2025: 457,203).
For the 2025 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 cultural KPIs (10% of the award) over a
three-year period to March 2028. See page 78 for further details.
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, diversity progress (2021 award) and
carbon reduction (2022, 2023 and 2024 awards).
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
127
Notes to the Consolidated financial statements
continued
29. SHARE-BASED PAYMENTS
CONTINUED
The fair value of the 2025 and 2024 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.
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 | % | % | % | £ |
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 | EPS | 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 |
25 Jun 2025 | EPS | 8.12 | Nil | N/A | 3.0 | 3.7 | 1.4 | 0.0 | 8.12 |
25 Jun 2025 | Revenue | 8.12 | Nil | N/A | 3.0 | 3.7 | 1.4 | 0.0 | 8.12 |
25 Jun 2025 | Cultural KPIs | 8.12 | Nil | N/A | 3.0 | 3.7 | 1.4 | 0.0 | 8.12 |
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 2026 was as follows:
2026 | 2025 | |
Number | Number | |
Outstanding at 1 April | 1,174,581 | 1,116,040 |
Options granted in the year | 419,343 | 457,203 |
Dividend shares awarded | 10,591 | 14,018 |
Options forfeited in the year | (374,168) | (11,421) |
Options exercised in the year | (278,586) | (401,259) |
Outstanding at 31 March | 951,761 | 1,174,581 |
Exercisable at 31 March | 1,500 | 1,500 |
Options forfeited in the current year largely reflect awards held by the Chief Operating Officer who
resigned during the period.
The weighted average market value per ordinary share for PSP options exercised in 2026 was 824.6p
(2025: 844.1p). The PSP awards outstanding at 31 March 2026 have a weighted average remaining
vesting period of 1.3 years (2025: 1.3 years) and a weighted average contractual life of 8.4 years
(2025: 8.4 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 Autotrader 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’). There is also a Single
Incentive Plan Award for all employees which commenced in 2024 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 25 June 2025, the Group awarded 56,284 nil cost options under the DABP scheme (2025: 115,501).
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:
Share price | Non- | ||||||
at grant | Exercise | Risk-free | Dividend | vesting | Fair value | ||
date | price | Option life | rate | yield | condition | per option | |
Grant date | £ | £ | years | % | % | % | £ |
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 |
25 June 2025 | 8.12 | Nil | 2.0 | 3.7 | 1.4 | 0.0 | 8.12 |
The number of options outstanding and exercisable as at 31 March was as follows:
2026 | 2025 | |
Number | Number | |
Outstanding at 1 April | 218,831 | 212,034 |
Options granted in the year | 56,284 | 115,501 |
Dividend shares awarded | 2,684 | 2,992 |
Options forfeited in the year | (41,462) | – |
Options exercised in the year | (106,014) | (111,696) |
Outstanding at 31 March | 130,323 | 218,831 |
Exercisable at 31 March | – | – |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
128
Notes to the Consolidated financial statements
continued
29. SHARE-BASED PAYMENTS
CONTINUED
Options forfeited in the current year reflect awards held by the Chief Operating Officer who resigned
during the period.
Single Incentive Plan Award
The Group operates a Single Incentive Plan Award (‘SIPA’) for the Autotrader Leadership Team (‘ALT’)
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 25 June 2025, the Group awarded 508,903 nil cost options under the SIPA scheme for the ALT
and certain key employees (2025: 572,377). For the 2025 awards, 75% of the award value is dependent
on FY26 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 2025 award was
determined to be £8.12 per option, being the share price at grant date.
In 2023, the Group announced a new All-Employee Single Incentive Plan Award (‘One Autotrader 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 2025, the Group awarded 914,536 nil cost options under the SIPA scheme for all
employees (2025: 831,018). The fair value of the 2026 award was determined to be £6.39 per option
(2025: £8.53), being the share price at 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 |
25 June 2025 | 8.12 | Nil | N/A | 3.0 | 3.7 | 1.4 | 0.0 | 8.12 |
28 November 2025 | 6.39 | Nil | N/A | 3.0 | 3.6 | 1.4 | 0.0 | 6.39 |
The number of options outstanding and exercisable as at 31 March was as follows:
2026 | 2025 | |
Number | Number | |
Outstanding at 1 April | 2,813,386 | 2,513,318 |
Options granted in the year | 1,423,439 | 1,403,395 |
Dividend shares awarded | 18,293 | 12,273 |
Options exercised in the year | (689,223) | (166,066) |
Options forfeited in the year | (496,248) | (949,534) |
Outstanding at 31 March | 3,069,647 | 2,813,386 |
Exercisable at 31 March | 364,626 | 140,567 |
The weighted average market value per ordinary share for SIPA options exercised in 2026 was 692.1p
(2025: 827.4p). The SIPA awards outstanding at 31 March 2026 have a weighted average remaining
vesting period of 3.4 years (2025: 3.0 years) and a weighted average contractual life of 8.5 years
(2025: 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 2023 targets.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
129
Notes to the Consolidated financial statements
continued
29. SHARE-BASED PAYMENTS
CONTINUED
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.
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 |
22 July 2025 |
8.28 |
6.46 |
25 |
3.0 |
3.7 |
1.4 |
10 |
2.57 |
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.
2026 |
2025 |
|||
Weighted average |
Weighted average |
|||
Number of share |
exercise price |
Number of share |
exercise price |
|
options |
£ |
options |
£ |
|
Outstanding at 1 April |
1,088,842 |
5.40 |
856,958 |
4.84 |
Options granted in the year |
338,640 |
6.46 |
489,713 |
6.37 |
Options exercised in the year |
(410,139) |
4.70 |
(194,413) |
5.48 |
Options cancelled in the year |
(231,846) |
6.27 |
(33,013) |
5.16 |
Options lapsed in the year |
(29,932) |
6.27 |
(30,403) |
5.16 |
Outstanding at 31 March |
755,565 |
5.95 |
1,088,842 |
5.40 |
Exercisable at 31 March |
188,859 |
4.56 |
42,965 |
5.81 |
The weighted average market value per ordinary share for Sharesave options exercised in 2026 was
576.8p (2025: 776.2p). The Sharesave options outstanding at 31 March 2026 have a weighted average
remaining vesting period of 1.4 years (2025: 1.5 years) and a weighted average contractual life of 1.9
Financial assets
2026 |
2025 |
||
Note |
£m |
£m |
|
Net trade receivables (invoiced) |
17 |
30.3 |
30.3 |
Net accrued income |
17 |
43.7 |
44.4 |
Net trade receivables (total) |
17 |
74.0 |
74.7 |
Other receivables |
17 |
0.7 |
– |
Cash and cash equivalents |
19 |
18.2 |
15.3 |
Total |
92.9 |
90.0 |
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at 31 March 2026 was £92.9m (2025: £90.0m). The maximum exposure to credit
risk for trade receivables and accrued income at the reporting date by geographic region was:
2026 |
2025 |
|
£m |
£m |
|
UK |
74.0 |
74.7 |
Total |
74.0 |
74.7 |
The maximum exposure to credit risk for trade receivables and accrued income at the reporting date
by type of customer was:
2026 |
2025 |
|
£m |
£m |
|
Retailers |
60.9 |
62.5 |
Manufacturer & Agency |
5.3 |
4.9 |
Other |
5.4 |
5.9 |
Autorama |
2.4 |
1.4 |
Total |
74.0 |
74.7 |
The Group’s most significant customer accounts for £1.9m (2025: £2.0m) of net trade receivables as at
Expected credit losses (‘ECLs’) 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.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
130
Notes to the Consolidated financial statements
continued
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 2026.
Gross |
||||
Expected |
carrying |
Loss |
||
credit loss |
amount |
allowance |
Credit- |
|
rate |
£m |
£m |
impaired |
|
Accrued income |
2.7% |
44.9 |
(1.2) |
No |
Current |
3.2% |
28.3 |
(0.9) |
No |
Past due 1–30 days |
6.9% |
2.9 |
(0.2) |
No |
Past due 31–60 days |
50.0% |
0.4 |
(0.2) |
No |
Past due 61–90 days |
100.0% |
0.3 |
(0.3) |
No |
More than 91 days past due |
100.0% |
1.4 |
(1.4) |
No |
78.2 |
(4.2) |
At 31 March 2025, ECLs were adjusted to reflect lower levels of inflation and declining interest rates
while taking into consideration the cost pressures faced by retailer customers. In the current period,
ECL assumptions have been reassessed for the prevailing macro-economic environment. Although
allowances were increased in prior periods in response to heightened uncertainty, actual credit loss
experience has remained stable, with no evidence of a material deterioration.
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 2025 is set out below:
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) |
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.
2026 |
2025 |
||
Note |
£m |
£m |
|
At 1 April |
17 |
3.1 |
3.3 |
Charged during the year |
1.8 |
1.3 |
|
Utilised during the year |
(1.9) |
(1.5) |
|
At 31 March |
17 |
3.0 |
3.1 |
The movement in the allowance for impairment in respect of accrued income during the year was
as follows.
2026 |
2025 |
||
Note |
£m |
£m |
|
At 1 April |
17 |
1.6 |
1.7 |
Charged during the year |
– |
– |
|
Released during the year |
(0.4) |
(0.1) |
|
At 31 March |
17 |
1.2 |
1.6 |
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.
| 2026 |
2025 |
|||||
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 |
19.2 |
– |
19.2 |
18.8 |
– |
18.8 |
Vehicle stocking loan |
5.0 |
– |
5.0 |
1.0 |
– |
1.0 |
Borrowings (gross of debt issue costs) |
165.0 |
– |
165.0 |
– |
– |
– |
Leases |
42.6 |
19.1 |
61.7 |
2.5 |
– |
2.5 |
Total |
231.8 |
19.1 |
250.9 |
22.3 |
– |
22.3 |
Trade and other payables are as disclosed within note 20, excluding vehicle stocking loan, other
taxation and social security liabilities and deferred income.
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
131
Notes to the Consolidated financial statements
continued
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 £2.4m (2025: £1.2m).
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 (2025: £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 2026 |
£m |
£m |
£m |
£m |
£m |
Due within one year |
19.2 |
5.0 |
– |
0.6 |
24.8 |
Due within one to two years |
– |
– |
– |
0.1 |
0.1 |
Due within two to five years |
– |
– |
165.0 |
15.1 |
180.1 |
Due after more than five years |
– |
– |
– |
45.9 |
45.9 |
Total |
19.2 |
5.0 |
165.0 |
61.7 |
250.9 |
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 |
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 |
|
2025 |
flow |
changes |
2026 |
|
March 2026 |
£m |
£m |
£m |
£m |
Debt due within one year |
– |
– |
– |
– |
Debt due after more than one year |
– |
165.0 |
(1.6) |
163.4 |
Accrued interest |
0.1 |
(2.8) |
3.2 |
0.5 |
Lease liabilities |
2.5 |
(1.8) |
41.9 |
42.6 |
Total debt and lease financing |
2.6 |
160.4 |
43.5 |
206.5 |
Cash and cash equivalents |
(15.3) |
(2.9) |
– |
(18.2) |
Net debt/(cash) |
(12.7) |
157.5 |
43.5 |
188.3 |
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 |
|
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) |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
132
Notes to the Consolidated financial statements
continued
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 2025 | 0.1 | 2.5 | 8.9 | 1,437.9 | (31.6) | (845.8) | 572.0 |
Changes from financing cash flows | |||||||
Dividends paid to Company shareholders | – | – | – | (94.1) | – | – | (94.1) |
Drawdown of Syndicated RCF | 165.0 | – | – | – | – | – | 165.0 |
Payment of interest on borrowings | (2.8) | – | – | – | – | – | (2.8) |
Payment of lease liabilities | – | (1.8) | – | – | – | – | (1.8) |
Purchase of own shares for cancellation | – | – | (0.6) | (358.4) | – | 0.6 | (358.4) |
Purchase of own shares for treasury | – | – | – | – | (10.7) | – | (10.7) |
Fees on repurchase of own shares | – | – | – | (1.9) | – | – | (1.9) |
Proceeds from exercise of share-based incentives | – | – | – | 2.0 | – | – | 2.0 |
Total changes from financing cash flows | 162.2 | (1.8) | (0.6) | (452.4) | (10.7) | 0.6 | (302.7) |
Other changes – liability related | |||||||
Interest expense | 3.2 | 1.7 | – | – | – | – | 4.9 |
Lease addition | – | 40.5 | – | – | – | – | 40.5 |
Other | (1.6) | (0.3) | – | – | – | – | (1.9) |
Total liability-related other changes | 1.6 | 41.9 | – | – | – | – | 43.5 |
Total equity-related other changes | – | – | – | 290.4 | 10.4 | – | 300.8 |
Balance as of 31 March 2026 | 163.9 | 42.6 | 8.3 | 1,275.9 | (31.9) | (845.2) | 613.6 |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
133
Notes to the Consolidated financial statements
continued
31. NET DEBT
CONTINUED
Liabilities/(Assets) |
Equity |
||||||
Borrowings |
|||||||
and accrued |
Lease |
Share |
Own |
Other |
|||
interest |
liabilities |
capital |
Retained 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) |
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 |
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
134
Notes to the Consolidated financial statements
continued
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 (2025: £0.6m) and has been recognised within revenue. At 31 March 2026, deferred income
outstanding in relation to the licence agreement was £7.2m (2025: £7.8m).
The Group recharged Dealer Auction for the provision of office space and laptops during the period, the
total value of which was £21,000 (2025: £16,500). 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 £4.9m (2025: £4.4m) 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 2026 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 |
Autotrader Holding |
England and Wales |
Intermediary holding |
Ordinary |
100% |
100% |
Limited 1 |
company |
||||
Autotrader Limited 1 |
England and Wales |
Online marketplace |
Ordinary |
– |
100% |
Trader Licensing |
England and Wales |
Dormant company |
Ordinary |
– |
100% |
Limited 1 |
|||||
Autotrader Leasing |
England and Wales |
Online marketplace |
Ordinary |
– |
100% |
Limited 1,2 |
|||||
Vanarama Limited 1 |
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 No.3 Circle Square, 3 Hawkshaw Street, Manchester, M1 7BL.
2. Previously Autorama UK Limited.
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.
In March 2026, Autorama UK Limited changed its name to Autotrader Leasing Limited.
In the prior period, Autotrader Limited purchased 100% of the share capital of Autorama UK Limited
(now known as Autotrader Leasing Limited) from Autotrader Group plc pursuant to an intra-group
share purchase agreement. Autotrader Limited is therefore now the immediate parent company
of Autotrader Leasing Limited. The ultimate parent company of Autotrader Leasing Limited
continues to be Autotrader Group plc.
Joint ventures
At 31 March 2026 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 |
1.
Registered office address is Central House, Leeds Road, Rothwell, Leeds, West Yorkshire, England, LS26 0JE.
All joint ventures have a year end of 31 December.
During the year, Dealer Auction Services Limited and Dealer Auction (Operations) Limited were
dissolved on 1 November 2025. Autotrader Autostock Limited was also dissolved during the year on
On 15 May 2026, the Group accessed its £100.0m accordion, increasing its existing debt facility to
£300.0m. Debt fees of £0.7m were incurred and will be amortised over the facility term. All lenders
are now committed to the maturity date of February 2030 and there are no changes to the terms of
On 27 March 2026, the Competition and Markets Authority (‘CMA’), exercising its new direct
consumer enforcement powers, announced an investigation into a number of companies, including
Autotrader and our third-party moderator, Feefo, in relation to online consumer reviews. The Group
has no additional information from the regulator to better understand their specific concerns, but
we endeavour always to operate as a responsible and compliant business and will cooperate fully
with the CMA’s investigation. Consequently, the potential for any future liability remains uncertain
therefore this matter is disclosed as a contingent liability.
On 30 March 2026, the Financial Conduct Authority (‘FCA’) set out confirmation of a consumer
redress scheme for certain commissions earned on historic motor finance agreements. On 1 May,
the FCA confirmed that the scheme had been subject to legal challenges from several lenders. The
challenges will be referred to the Upper Tribunal where they will be subject to judge-led review, and
therefore the scheme’s launch has been paused. We continue to believe that Autotrader has no
direct liability or financial exposure, but we continue to monitor developments closely, including the
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
135
At 31 March 2026
2026 |
2025 |
||
Note |
£m |
£m |
|
Fixed assets |
|||
Investments |
3 |
1,248.0 |
1,240.0 |
1,248.0 |
1,240.0 |
||
Current assets |
|||
Debtors |
4 |
1,457.3 |
1,503.2 |
Cash at bank and in hand |
5 |
0.7 |
0.2 |
1,458.0 |
1,503.4 |
||
Creditors: amounts falling due within one year |
6 |
(1,640.7) |
(1,221.5) |
Net current assets |
(182.7) |
281.9 |
|
Net assets |
1,065.3 |
1,521.9 |
|
Capital and reserves |
|||
Called-up share capital |
9 |
8.3 |
8.9 |
Share premium |
182.6 |
182.6 |
|
Own shares held |
10 |
(31.9) |
(31.6) |
Capital redemption reserve |
2.3 |
1.7 |
|
Profit and loss account |
904.0 |
1,360.3 |
|
Total equity |
1,065.3 |
1,521.9 |
The loss for the year of the Company was £2.0m (2025: profit of £1,198.8m). The accompanying notes form part of these financial statements. The financial statements were approved by the Board of Directors
on 21 May 2026 and authorised for issue:
Jamie Warner
Chief Financial Officer
Autotrader Group plc
Registered number: 09439967
21 May 2026
Autotrader Group plc
Strategic report
Governance
Financial statements
Annual Report and Financial Statements 2026
136
Company statement of changes in equity
For the year ended 31 March 2026
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 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 expense, 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 |
Loss for the year |
– |
– |
(2.0) |
– |
– |
(2.0) |
Total comprehensive income, net of tax |
– |
– |
(2.0) |
– |
– |
(2.0) |
Transactions with owners: |
||||||
Employee share schemes – value of employee services |
– |
– |
9.2 |
– |
– |
9.2 |
Exercise of employee share schemes |
– |
– |
(8.5) |
10.4 |
– |
1.9 |
Tax impact of employee share schemes |
– |
– |
(0.6) |
– |
– |
(0.6) |
Purchase of own shares for treasury |
– |
– |
– |
(10.7) |
– |
(10.7) |
Purchase of own shares for cancellation |
(0.6) |
– |
(360.3) |
– |
0.6 |
(360.3) |
Dividends paid |
– |
– |
(94.1) |
– |
– |
(94.1) |
Total transactions with owners recognised directly in equity |
(0.6) |
– |
(454.3) |
(0.3) |
0.6 |
(454.6) |
Balance at 31 March 2026 |
8.3 |
182.6 |
904.0 |
(31.9) |
2.3 |
1,065.3 |
Notes to the Company financial statements
1. ACCOUNTING POLICIES
Autotrader 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 Autotrader Group plc have been prepared in compliance with
United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ (‘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 2026.
The comparative financial information presented is at and for the year ended 31 March 2025.
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 Autotrader Group plc.
The loss for the financial period dealt with in the financial statements of the parent company was
£2.0m (2025: profit of £1,198.8m).
Amounts paid to the Company’s auditor in respect of the statutory audit were £208,332 (2025: £259,800).
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.
Autotrader Group plc
Annual Report and Financial Statements 2026
137
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 2025, ECLs
were adjusted to reflect the lower levels of inflation and downward pressures on interest rates. In the
current period, ECL assumptions have been reassessed for the prevailing macro-economic
environment.
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
2026
£m
2025
£m
At beginning of the period
1,240.0
1,403.9
Hive down – investment in subsidiary
–
(170.8)
Additions – share-based payments
8.0
6.9
Cost of investments
1,248.0
1,240.0
Impairment – investment in subsidiary
–
–
Net book value at end of the year
1,248.0
1,240.0
Subsidiary undertakings are disclosed within note 33 to the Consolidated financial statements.
The Company directly owns shares in one subsidiary, Autotrader Holding Limited.
The additions in the current period relate to equity-settled share-based payments granted to the
employees of subsidiary companies.
In the prior period, Autotrader Limited purchased 100% of the share capital of Autorama UK Limited
(now known as ‘Autotrader Leasing Limited’) from Autotrader Group plc pursuant to an intra-group
share purchase agreement. Autotrader Limited is therefore now the immediate parent company of
Autotrader Leasing Limited. The ultimate parent company of Autotrader Leasing Limited continues
to be Autotrader Group plc.
No impairment indicators were identified for the investment in Autotrader Holding Limited at either
the current or prior year end. The Group’s approach to impairment testing is disclosed in note 12
to the Consolidated financial statements.
Autotrader Group plc
Annual Report and Financial Statements 2026
138
Strategic report
Governance
Financial statements
Notes to the Company financial statements
continued
4. DEBTORS
2026
£m
2025
£m
Amounts owed by Group undertakings
1,456.1
1,501.0
Other receivables
0.4
0.4
Deferred tax asset
0.8
1.8
Total
1,457.3
1,503.2
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 Autotrader Holding Limited. No expected credit loss has been recognised on the basis
of immateriality.
5. CASH AT BANK AND IN HAND
2026
£m
2025
£m
Cash at bank and in hand
0.7
0.2
6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2026
£m
2025
£m
Amounts owed to Group undertakings
(1,639.3)
(1,219.6)
Accruals and deferred income
(1.4)
(1.9)
Total
(1,640.7)
(1,221.5)
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 2026 and the year
ended 31 March 2025 may be analysed as follows:
Financial assets
2026
£m
2025
£m
Financial assets measured at amortised cost
1,456.5
1,501.4
Financial liabilities
2026
£m
2025
£m
Financial liabilities measured at amortised cost
(1,640.7)
(1,221.5)
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:
2026
2025
Pence
per share
£m
Pence
per share
£m
2025 final dividend paid
7.1
62.0
6.4
57.3
2026 interim dividend paid
3.8
32.1
3.5
31.1
10.9
94.1
9.9
88.4
The proposed final dividend for the year ended 31 March 2026 of 7.8p per share, totalling £62.2m, 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 2025 final dividend paid on 23 September 2025 was £62.0m. The 2026 interim dividend paid on
22 January 2026 was £32.1m.
The Directors’ policy with regard to future dividends is set out in the Financial review on page 23.
Autotrader Group plc
Annual Report and Financial Statements 2026
139
Strategic report
Governance
Financial statements
Notes to the Company financial statements
continued
9. CALLED-UP SHARE CAPITAL
Share capital
2026
2025
Number
’000
Amount
£m
Number
’000
Amount
£m
Allotted, called-up and fully paid ordinary shares
of 1p each
At 1 April
884,701
8.9
907,214
9.2
Purchase and cancellation of own shares
(57,198)
(0.6)
(22,513)
(0.3)
Total
827,503
8.3
884,701
8.9
Under authority passed at the 2024 and 2025 AGMs the Company is authorised to make market
purchases of up to a maximum of 10% of its own ordinary shares (excluding shares held in treasury),
subject to minimum and maximum price restrictions.
In the year ended 31 March 2026, a total of 58,493,141 ordinary shares of £0.01 were purchased. The
average price paid was 630.1p with a total consideration paid (including fees of £1.9m) of £371.0m.
Of all shares purchased, 1,295,147 were held in treasury with 57,197,994 being cancelled.
Included within shares in issue at 31 March 2026 are 282,389 (2025: 294,600) shares held by the ESOT
and 4,412,082 (2025: 4,600,897) 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 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)
Repurchase of own shares for treasury
–
(10.7)
(10.7)
Share-based incentives
–
10.4
10.4
Own shares held as at 31 March 2026
(0.4)
(31.5)
(31.9)
Own shares held – number
ESOT shares
reserve
Number of
shares
Treasury
shares
Number of
shares
Total
Number of
shares
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
Transfer of shares from ESOT
(12,211)
–
(12,211)
Repurchase of own shares for treasury
–
1,295,147
1,295,147
Share-based incentives exercised in the year
–
(1,483,962)
(1,483,962)
Own shares held as at 31 March 2026
282,389
4,412,082
4,694,471
11. RELATED PARTIES
During the year, a management charge of £4.5m (2025: £6.9m) was received from Autotrader Limited
in respect of services rendered.
At the year end, balances outstanding with other Group undertakings were £1,456.1m and £1,639.3m
respectively for debtors and creditors (2025: £1,501.0m and £1,219.6m) as set out in notes 4 and 6.
12. FINANCIAL GUARANTEES
The Company is a financial guarantor for the arrangement between Autotrader Leasing Limited
(previously Autorama UK Limited) and its vehicle stocking loan provider, Lombard North Central PLC.
As at 31 March 2026, the maximum amount the Company would be required to pay if called upon is
£3.0m, plus interest (2025: £3.6m).
The Company is also a guarantor for borrowings by its subsidiaries under the Revolving Credit Facility.
As at 31 March 2026, the maximum amount the Company would be required to pay if called upon is the
amount drawn of £165.0m plus accrued interest (2025: £nil).
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.
Autotrader Group plc
Annual Report and Financial Statements 2026
140
Strategic report
Governance
Financial statements
Unaudited five-year record
2026
£m
2025
£m
2024
£m
2023
£m
2022
£m
Trade
531.3
509.1
475.7
427.4
388.3
Consumer Services
38.8
42.4
39.6
34.5
33.3
Manufacturer & Agency
15.2
13.3
14.4
11.1
11.1
Autorama
39.0
36.3
41.2
27.2
–
Revenue
624.3
601.1
570.9
500.2
432.7
Operating costs
(235.7)
(227.9)
(225.0)
(225.1)
(132.0)
Share of profit from joint ventures
4.1
3.6
2.8
2.5
2.9
Operating profit
392.7
376.8
348.7
277.6
303.6
Net interest expense
(3.9)
(1.1)
(3.5)
(3.1)
(2.6)
Profit on disposal of subsidiary
-
–
–
19.1
–
Profit before taxation
388.8
375.7
345.2
293.6
301.0
Taxation
(94.9)
(93.1)
(88.3)
(59.7)
(56.3)
Profit after taxation
293.9
282.6
256.9
233.9
244.7
Net assets
407.1
569.4
552.3
527.3
472.5
Net bank debt/(cash) (gross bank debt less cash)
146.8
(15.3)
11.3
43.4
(51.3)
Cash generated from operations
418.0
399.7
379.0
327.4
328.1
Basic EPS (pence)
34.17
31.7
28.2
25.0
25.6
Diluted EPS (pence)
34.07
31.6
28.1
24.8
25.6
Dividends declared per share (pence)
11.6
10.6
9.6
8.4
8.2
Autotrader Group plc
Annual Report and Financial Statements 2026
141
Strategic report
Governance
Financial statements
Shareholder information
REGISTERED OFFICE AND HEADQUARTERS
Autotrader Group plc
No.3 Circle Square
3 Hawkshaw Street
Manchester
M1 7BL
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 Autotrader.
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
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that 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 2026–2027
Annual General Meeting
16 July 2026
2027 half-year results
5 November 2026
2027 full-year results
27 May 2027
Autotrader Group plc
Annual Report and Financial Statements 2026
142
Strategic report
Governance
Financial statements
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REGISTERED OFFICE AND HEADQUARTERS
Autotrader Group plc
No.3 Circle Square
3 Hawkshaw Street
Manchester
M1 7BL
+44 (0)345 111 0006
ir@autotrader.co.uk
plc.autotrader.co.uk
Autotrader Insight