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"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ComprehensiveIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ComprehensiveIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ComprehensiveIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ComprehensiveIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
}
},
"f16449": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
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"unit": "iso4217:GBP"
}
},
"f16455": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfSharebasedPaymentsMember",
"unit": "iso4217:GBP"
}
},
"f16457": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember",
"unit": "iso4217:GBP"
}
},
"f16459": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:RetainedEarningsMember",
"unit": "iso4217:GBP"
}
},
"f16461": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IssueOfEquity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16465": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
}
},
"f16467": {
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"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:SharePremiumMember",
"unit": "iso4217:GBP"
}
},
"f16469": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:OtherReservesMember",
"unit": "iso4217:GBP"
}
},
"f16471": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:CapitalRedemptionReserveMember",
"unit": "iso4217:GBP"
}
},
"f16473": {
"value": "-15763000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfSharebasedPaymentsMember",
"unit": "iso4217:GBP"
}
},
"f16475": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember",
"unit": "iso4217:GBP"
}
},
"f16477": {
"value": "15763000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:RetainedEarningsMember",
"unit": "iso4217:GBP"
}
},
"f16479": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughExerciseOfOptions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16483": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
}
},
"f16485": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:SharePremiumMember",
"unit": "iso4217:GBP"
}
},
"f16487": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:OtherReservesMember",
"unit": "iso4217:GBP"
}
},
"f16489": {
"value": "0",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:CapitalRedemptionReserveMember",
"unit": "iso4217:GBP"
}
},
"f16491": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfSharebasedPaymentsMember",
"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember",
"unit": "iso4217:GBP"
}
},
"f16495": {
"value": "1956000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:IncreaseDecreaseThroughSharebasedPaymentTransactions",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:RetainedEarningsMember",
"unit": "iso4217:GBP"
}
},
"f16497": {
"value": "6514000",
"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16500": {
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"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:IssuedCapitalMember",
"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:SharePremiumMember",
"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:OtherReservesMember",
"unit": "iso4217:GBP"
}
},
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"decimals": -3,
"dimensions": {
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"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:CapitalRedemptionReserveMember",
"unit": "iso4217:GBP"
}
},
"f16508": {
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"decimals": -3,
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfSharebasedPaymentsMember",
"unit": "iso4217:GBP"
}
},
"f16510": {
"value": "36203000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember",
"unit": "iso4217:GBP"
}
},
"f16512": {
"value": "-4361000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"ifrs-full:ComponentsOfEquityAxis": "ifrs-full:RetainedEarningsMember",
"unit": "iso4217:GBP"
}
},
"f16514": {
"value": "529960000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:Equity",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16531": {
"value": "Consolidated Statement of Cash Flows for the year ended 30 September 2023
\nNote
\nYear
\nended
\n30 September
\n2023
\n\u00a3000
\nYear
\nended
\n30 September
\n2022
\n\u00a3000
\nCash \ufb02ows from operating activities
\nPro\ufb01t before tax
7,146
9,279
\nAdjustments for:
\nAmortisation of acquired intangible assets
12
26,595
26,591
\nAmortisation of internally generated software
12
3,827
4,118
\nDepreciation of property, plant and equipment
13
330
280
\nDepreciation of right of use assets
17
896
920
\nShare-based payment expense
21
7,028
5,226
\nFinance income
8
(181)
(2,127)
\nFinance costs
8
15,611
9,665
\nOperating cash \ufb02ows before movements in working capital
61,252
53,952
\n(Increase)/decrease in trade and other receivables
(3,259)
304
\nDecrease in trade and other payables
(289)
(4,847)
\nCash generated by operations
57,704
49,409
\nIncome taxes paid
(8,143)
(9,981)
\nNet cash from operating activities
49,561
39,428
\nCash \ufb02ows from investing activities
\nAcquisition of subsidiaries, net of cash acquired
11
(24,932)
(358,763)
\nAdditions to internally generated software
12
(8,727)
(4,209)
\nPayment for property, plant and equipment
13
(411)
(270)
\nPayment for right of use assets
17
(188)
\u2013
\nInterest income received
181
\u2013
\nPayment of contingent consideration
\u2013
(20,946)
\nNet cash used in investing activities
(34,077)
(384,188)
\nCash \ufb02ows from \ufb01nancing activities
\nPayment of contingent consideration
\u2013
(1,222)
\nRepayment of loans and borrowings
18
(69,110)
(359)
\nProceeds from loans and borrowings
18
21,250
\u2013
\nPayment of interest on lease liabilities
17
(189)
(137)
\nPayment of lease liabilities
17
(794)
(959)
\nShares issued
20
328
\u2013
\nInterest paid
18
(10,651)
(7,283)
\nNet cash used in \ufb01nancing activities
(59,166)
(9,960)
\nCash and cash equivalents at the beginning of the year
51,817
397,451
\nNet decrease in cash and cash equivalents
(43,682)
(354,720)
\nEffect of foreign exchange rate changes
404
9,086
\nCash and cash equivalents at the end of the year
15
8,539
51,817",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16548": {
"value": "7146000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ProfitLossBeforeTax",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16550": {
"value": "9279000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:ProfitLossBeforeTax",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16555": {
"value": "26595000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForAmortisationOfAcquiredIntangibleAssets",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16557": {
"value": "26591000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForAmortisationOfAcquiredIntangibleAssets",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16561": {
"value": "3827000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForAmortisationOfInternallyGeneratedSoftware",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16563": {
"value": "4118000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForAmortisationOfInternallyGeneratedSoftware",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16567": {
"value": "330000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForDepreciationOfPropertyPlantAndEquipment",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16569": {
"value": "280000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForDepreciationOfPropertyPlantAndEquipment",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16573": {
"value": "896000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForDepreciationOfRightOfUseAssets",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16575": {
"value": "920000",
"decimals": -3,
"dimensions": {
"concept": "atg:AdjustmentsForDepreciationOfRightOfUseAssets",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16579": {
"value": "7028000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:AdjustmentsForSharebasedPayments",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16581": {
"value": "5226000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:AdjustmentsForSharebasedPayments",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16585": {
"value": "181000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:AdjustmentsForFinanceIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16587": {
"value": "2127000",
"decimals": -3,
"dimensions": {
"concept": "ifrs-full:AdjustmentsForFinanceIncome",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2021-10-01T00:00:00/2022-10-01T00:00:00",
"unit": "iso4217:GBP"
}
},
"f16591": {
"value": "15611000",
"decimals": -3,
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"f16750": {
"value": "1. Accounting policies General information
Auction Technology Group plc (the \u201cCompany\u201d) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales. The
registered of\ufb01ce of the Company is The\u00a0Harlequin Building, 65 Southwark Street, London, SE1 0HR,
United Kingdom.
The principal activities of the Company and its subsidiaries (the \u201cGroup\u201d) and the nature of the
Group\u2019s operations are set out in note\u00a025 and in the Strategic Report on pages 2 to 68.
Presentation currency
The Consolidated Financial Statements are presented in pound sterling which is the currency of
the primary economic environment in\u00a0which the Group operates rounded to the nearest thousand.
Foreign\u00a0operations are included in accordance with policies set out on\u00a0page 131. Given that a
signi\ufb01cant majority of the Group\u2019s revenue, costs and cash \ufb02ows are generated in US dollars, the
Board has determined that, for \ufb01nancial periods beginning on or after 1 October 2023, the Group
will change the presentational currency in which the Group presents its consolidated \ufb01nancial
results from pound sterling to US dollars.
Basis of preparation
The Consolidated Financial Statements consolidate those of the Company and its subsidiaries
(together referred to as the \u201cGroup\u201d). The parent Company accounts present information about
the entity and not about its Group.
The Consolidated Financial Statements have been prepared and approved by the Directors in
accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and with
the\u00a0requirements of the Companies Act 2006. The Company has elected to prepare its parent
Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (\u201cFRS 101\u201d) and the Companies Act 2006; these are presented on
pages\u00a0160\u00a0to 163.
The Consolidated Financial Statements have been prepared under the historical cost convention,
except for certain \ufb01nancial instruments which have been measured at fair value. All accounting
policies set\u00a0out below have been applied consistently to all periods presented in these
Consolidated Financial Statements.
New and amended accounting standards effective during the year
The following amended standards and interpretations were effective during the year:
\u2022
Amendments to IAS 16: Property, Plant and Equipment: proceeds before intended use
\u2022
IAS 37: Onerous Contracts: costs of ful\ufb01lling a contract
\u2022
Annual Improvements to IFRS Standards 2018-2020
\u2022
Amendments to IFRS 3: Business Combinations: reference to conceptual framework
The adoption of the standards and interpretations has not led to any changes to the Group\u2019s
accounting policies or had any other material impact on the \ufb01nancial position or performance
of\u00a0the Group.
New standards, interpretations and amendments issued but not yet effective
The following new accounting standards, amendments and interpretations to accounting
standards have been issued but these are not mandatory for 30 September 2023 and they have
not been adopted early by the Group:
\u2022
IFRS 17: Insurance Contracts
\u2022
Amendments to IAS 1: Classi\ufb01cation of liabilities as current and non-current
\u2022
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
\u2022
Amendments to IAS 8: De\ufb01nition of accounting estimates
\u2022
Amendments to IAS 12: Deferred Tax related to assets and liabilities arising from a single
transaction
The Directors anticipate that the adoption of planned standards and interpretations in future
periods will not have a material impact on the Consolidated Financial Statements of the Group.
Going concern
The Directors are required to assess going concern at each reporting period. The Directors have
undertaken the going concern assessment for the Group for a minimum of 12 months from the
date of signing these \ufb01nancial statements. The Directors have assessed the Group\u2019s prospects,
both as a going concern and its longer-term viability as set out on page 34. After considering the
current \ufb01nancial projections, the bank facilities available and then applying severe but plausible
sensitivities, the Directors of the Company are satis\ufb01ed that the Group has suf\ufb01cient resources
for\u00a0its operational needs and will remain in compliance with the \ufb01nancial covenants in its bank
facilities for at least the next 12 months from the date of approving these Consolidated Financial
Statements. The process and key judgements in coming to this conclusion are set out below:
Liquidity
The Group entered into the Senior Facilities Agreement on 17 June 2021 which included the Senior
Term Facility for $204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition of LiveAuctioneers
on 1 October 2021. During the year ended 30 September 2023, a prepayment of $53.7m (\u00a348.0m)
was paid on the Senior Term Facility. In the absence of any other prepayments, the next scheduled
repayment would be $7.4m on 30 June 2024. The loan will be due for repayment on 17 June 2026.
At 30 September 2023 the loan was subject to interest at a margin of 3.00% over US SOFR. In
addition, the Group has a multi-currency revolving credit working capital facility (the \u201cRCF\u201d) for
$49.0m. Any sums outstanding under the RCF will be due for repayment on 17 June 2026. On
1\u00a0February 2023, $26.3m (\u00a321.3m) was drawn down to partly fund the acquisition of ESN (see note
11), which has been repaid in full as at 30 September 2023. As at 30 September 2023 the Group has
adjusted net debt of \u00a3115.7m and is in a net current liability position.
Covenants
The Group is subject to covenant tests on the Senior Term Facility, with the most sensitive
covenant being the net leverage ratio covenant adjusted net debt: trailing 12-month adjusted
EBITDA. The net leverage ratio covenant was a maximum of 4.0x, which reduced to 3.5x in Q2
FY23, was 3.0x at 30 September 2023 and will reduce to 2.75x in Q4 FY24. Under the base case
forecasts and each of the downside scenarios, including the combined downside scenario,
the\u00a0Group is forecast to be in compliance with the covenants and have cash headroom, without
applying mitigating actions which could be implemented such as reducing capital expenditure
spend. At 30 September 2023, the net leverage ratio was 1.8x compared to the limit of 3.0x and
therefore the Group was comfortably within the covenant.
Scenario planning
The Directors have undertaken the going concern assessment for the Group, taking into
consideration the Group\u2019s business model, strategy, and principal and emerging risks. As part of the
going concern review the Directors have reviewed the Group\u2019s forecasts and projections, assessed
the headroom on the Group\u2019s facilities and the banking covenants. This has been considered under a
base case and several plausible but severe downside scenarios, taking into consideration the Group\u2019s
principal risks and uncertainties. These scenarios include signi\ufb01cant reduction in commission
revenue due to THV reduction, signi\ufb01cant reduction in commission revenue due to conversion rate
decline and lower revenue growth from value-added services across the Group. None of these
scenarios individually or collectively threaten the Group\u2019s ability to continue as a going concern. Even
in the combined downside scenario modelled (the combination of all downside scenarios occurring
at once) the Group would be able to operate within the level of its current available debt facilities
and covenants. Accordingly, the Directors continue to adopt the going concern basis in preparing
the\u00a0Consolidated Financial Statements for\u00a0the year ended 30 September 2023.
Climate change
The Group has assessed the impacts of climate change on the Group\u2019s Consolidated Financial
Statements, including our commitment to achieving Net zero by 2040 and the actions the Group
intends to take to achieve those targets. The assessment did not identify any material impact on
the Group\u2019s signi\ufb01cant judgements or estimates at 30 September 2023, or the assessment of
going concern and the Group\u2019s viability over the next three years. Speci\ufb01cally, we have considered
the following areas:
\u2022
the physical and transition risks associated with climate change; and
\u2022
the actions the Group is taking to meet its carbon reduction and Net zero targets.
As a result, the Group has assessed the potential impacts of climate change on the Consolidated
Financial Statements, and in particular on the following areas:
\u2022
the impact on the Group\u2019s future cash \ufb02ows, and the resulting impact such adjustments to the
future cash \ufb02ows would have on the outcome of the annual impairment testing of goodwill
balances (see note 12), the recognition of deferred tax assets and our assessment of going concern;
\u2022
the carrying value of the Group\u2019s assets, in particular the recoverable amounts of intangible
assets and property, plant and equipment; and
\u2022
changes to estimates of the useful economic lives of intangible assets and property, plant and
equipment.
Basis of consolidation
The Consolidated Financial Statements consist of the \ufb01nancial statements of the ultimate parent
Company and all entities controlled by the Company. Control is achieved where the Company has
the power to govern the \ufb01nancial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the ability to use its power to affect
its returns. The results of subsidiaries acquired or sold are included in the Consolidated Financial
Statements from the date on which control commences until the date on which control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Employee Bene\ufb01t Trust
The assets and liabilities of the Employee Bene\ufb01t Trust have\u00a0been included in the Consolidated
Financial Statements. Any assets held by the Employee Bene\ufb01t Trust cease to be recognised on
the Consolidated Statement of Financial Position when the assets vest unconditionally in
identi\ufb01ed bene\ufb01ciaries.
The costs of purchasing own shares held by the Employee Bene\ufb01t Trust are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity. Neither the
purchase nor sale of own shares leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in pro\ufb01t or loss as incurred.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identi\ufb01able intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in\u00a0fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and\u00a0circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classi\ufb01ed. Contingent consideration that is classi\ufb01ed as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in pro\ufb01t or loss.
If the accounting for business combinations involves provisional amounts, which are \ufb01nalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.
Foreign currency
Functional currency
The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US\u00a0holding companies, is measured using the currency of the primary economic environment in
which the entity operates. The US holding companies in FY23 which had a functional currency of
pound sterling include ATG US Holdings Limited and ATG US Holdings Inc. (formerly named ATG
Media US Inc.), Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate Inc., Platinum
Purchaser Inc. and LiveAuctioneers Inc.
Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency at the
exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated into pound sterling at the rates of exchange at the reporting date.
Gains and losses arising on foreign currency borrowings, to the extent that they are used to provide
a\u00a0hedge against the Group\u2019s equity investments in overseas undertakings, are taken to other
comprehensive income together with the exchange difference arising on the net investment in those
undertakings. All other exchange differences on monetary items are taken to pro\ufb01t and loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into pound sterling
at the rate of exchange prevailing at the reporting date and their statements of pro\ufb01t or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in a foreign currency translation
reserve. On disposal of a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in pro\ufb01t or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the acquisition closing rate. This is then revalued
at the year-end rate with any foreign exchange difference taken directly to the translation reserve.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. Depreciation is charged to the Consolidated
Statement of Pro\ufb01t or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight line
Computer equipment
3 to 5 years straight line
Fixtures and \ufb01ttings
3 to 5 years straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the net sale proceeds and the carrying amount of the asset and is recognised in the
Consolidated Statement of Pro\ufb01t or Loss.
Intangible assets
Identi\ufb01able intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Internally generated intangible assets
Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
\u2022
technical feasibility of the completed intangible asset has been established;
\u2022
it can be demonstrated that the asset will generate probable future economic bene\ufb01ts;
\u2022
adequate technical, \ufb01nancial and other resources are available to complete the development;
\u2022
the expenditure attributable to the intangible asset can be reliably measured; and
\u2022
management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within the Group. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the con\ufb01guration and capitalisation
of\u00a0SaaS projects when it is able to obtain economic bene\ufb01ts from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is only amortised over the period the Group
is\u00a0expected to bene\ufb01t and is subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of\u00a0sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Pro\ufb01t or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
inde\ufb01nite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of non-\ufb01nancial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to\u00a0determine the extent of the impairment loss (if any). Where the asset does not generate cash
\ufb02ows that are independent from other assets, the Group estimates the recoverable amount of
the\u00a0CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax
discount rate that re\ufb02ects current market assessments of the time value of money and the risks
speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in pro\ufb01t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Pro\ufb01t or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.
Cash and cash equivalents, and restricted cash
Cash and cash equivalents include cash in hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less.
Restricted cash includes cash held by the Group which can only be used to exchange or settle a
speci\ufb01c liability in the future and cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and \ufb01nancial liabilities are recognised when the Group\u00a0becomes a party to the
contractual provisions of the \ufb01nancial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through pro\ufb01t or loss which are
measured initially at fair value. Subsequent measurement of \ufb01nancial assets and \ufb01nancial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash \ufb02ows from the \ufb01nancial
asset expire, or when the \ufb01nancial asset and all substantial risks and rewards are transferred. A
\ufb01nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classi\ufb01cation and subsequent measurement of \ufb01nancial assets
For the purpose of subsequent measurement, the Group classi\ufb01es its \ufb01nancial assets into the
following categories: \ufb01nancial assets at amortised cost, \ufb01nancial assets at fair value through pro\ufb01t
or loss (\u201cFVTPL\u201d) and \ufb01nancial assets at fair value through other comprehensive income (\u201cFVTOCI\u201d).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated
Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.
Classi\ufb01cation and subsequent measurement of \ufb01nancial liabilities
The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.
All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are
reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on \ufb01rm
commitments are accounted for as cash \ufb02ow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash \ufb02ows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
\u2022
there is an economic relationship between the hedged item and the hedging instrument;
\u2022
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
\u2022
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer quali\ufb01es for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Pro\ufb01t or Loss on disposal of the foreign operation.
Revenue recognition
The Group recognises revenue when it has transferred the promised services to customers in
an\u00a0amount that re\ufb02ects the consideration to which they expect to be entitled in exchange for
those services.
Marketplace revenues
Marketplace revenues include commissions (based on a percentage of the price of items sold at
auction), auction fees (both pay-as-you-go and subscription based), value-added services, digital
marketing and advertising and auction-related services.
Commission fees
The Group recognises commission fees as an agent on the basis that there is no contractual
relationship with the end-consumer of goods sold at auction and the Group will receive its
commission irrespective of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go contracts (see below) is based
on the value of the items sold at auction and as such is subject to inherent uncertainty and
cannot be estimated reliably in advance. The Group has determined that it is not possible to make
a reliable estimate of the commissions that will be earned under a particular contract and as such
the commission element of auction revenue is not recognised until the auction has completed
and the revenue value is known.
Auction \ufb01xed fees
Contracts will typically specify an event (pay-as-you-go) or period of time during which the auction
house may host a number of events (subscription) as well as other auction-related services.
Auction \ufb01xed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services speci\ufb01ed
in\u00a0the contract for that period of time, are recognised straight-line over the term of the contract.
This recognition re\ufb02ects the fact that the contract allows for continuous usage of the technology
platform and its functionality together with any auction-related services.
Auction \ufb01xed fees sold under pay-as-you-go contracts result in a performance obligation that
is\u00a0satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
Value-added services
Value-added services include payments and shipping. The transaction price is the agreed fee
between the marketplace and the customer and is recognised at a point in time when control
of\u00a0the promised services is transferred to the customer. The services are a distinct performance
obligation based on the capability of being separately identi\ufb01ed (optional) service and providing the
customer a service that can be used on its own. The revenue recognised is the full fees received as
the Group is acting as principal in the process. The Group has primary responsibility for ful\ufb01lling the
service to the customer and has sole discretion in establishing the prices. The expenses for the
fees paid to the other parties involved in the process are recognised separately within cost of sales.
Digital marketing and advertising
Marketing revenues are principally derived from banner advertising and fees generated from email
campaigns. Revenue is recognised in line with the satisfaction of the campaign objectives (i.e. at the
point that the campaign emails are sent or over the period that the banner is provided on the website).
Auction-related services
Auction-related services include mirrored bidding, customer support, buy-it-now functionality,
online cataloguing and the provision of personnel to operate the auction. These contracts are
deemed to represent a single performance obligation, on the basis that the customer could not
bene\ufb01t from the auction-related services without also having access to the auction platform,
and\u00a0therefore are not distinct performance obligations.
Auction services revenues
For back-of\ufb01ce and software technology products, auction revenues sold under
subscription-based contracts, in which the performance obligation is the provision of access to
the technology platform and any auction-related services speci\ufb01ed in the contract for that period
of time, are recognised straight-line over the term of the contract. This recognition re\ufb02ects the
fact that the contract allows for continuous usage of the technology platform and its functionality
together with any auction-related services.
Auction revenues sold under pay-as-you-go contracts result in a performance obligation that is
satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within\u00a0one to three days, the Group recognises revenue on completion of the auction.
Content-related services
Content-related services primarily include print and digital advertising revenues and subscriptions
to the Antiques Trade Gazette.
The Group identi\ufb01ed one performance obligation for print advertising services which is to include the
advert in a particular edition of the Antiques Trade Gazette. The performance obligation is satis\ufb01ed
and revenue is recognised at the point that the magazine is published. Where the advert is featured in
a number of editions, the performance obligation is satis\ufb01ed over the period that the advertisement
is featured. Revenue is recognised evenly over the period that the advertisement is featured.
For magazine subscriptions, customers receive a speci\ufb01ed number of editions during the
subscription period. Revenue is recognised evenly over the subscription period.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract
assets represent revenue recognised prior to invoicing when it has satis\ufb01ed its performance
obligation and has the unconditional right to payment.
Contract liabilities consist of fees received related to unsatis\ufb01ed performance obligations at the
end of the period.
Taxation
Tax on the pro\ufb01t or loss for the year comprises current and deferred tax. Tax is recognised in the
Consolidated Statement of Pro\ufb01t or Loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and
laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in\u00a0respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets
and\u00a0liabilities for \ufb01nancial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable pro\ufb01t other than in a
business combination; and differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or
substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable pro\ufb01ts will be available against which the asset can be
utilised. The carrying amounts of deferred tax assets are reviewed at each reporting date.
Employee bene\ufb01ts
Short-term bene\ufb01ts
Short-term employee bene\ufb01t obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A provision is recognised for the amount expected
to\u00a0be paid under short-term cash bonus if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
De\ufb01ned contribution plans
Obligations for contributions to de\ufb01ned contribution pension plans are recognised as an expense
in the Consolidated Statement of Pro\ufb01t or Loss as incurred.
Share-based payments
The Group measures the cost of services received in exchange for share options based on the
grant-date fair value of the award and recognises the cost over the period of required service for
the award. The Group accounts for awards of shares to employees as share-based compensation
as they vest with a corresponding credit to reserve for share-based payments. The fair value of
options is calculated using an option pricing model.
The number of options expected to vest is reviewed and adjusted at the end of each reporting
period such that the amount recognised for services received as consideration for the equity
instruments granted shall be based on the number of equity instruments that eventually vest.
Upon the exercise of share options, any proceeds received from share option holders are recorded
as an increase to share capital.
Leases
The Group\u2019s leases predominantly relate to property, mainly of\ufb01ces, however the Group\u2019s lease
portfolio also includes other assets such as motor vehicles and computer equipment.
The Group recognises all leases on the Consolidated Statement of Financial Position, apart from
in cases where the lease is for a period of less than 12 months or is for an asset with a low value.
Low-value and short-term leases continue to be charged to the Consolidated Statement of Pro\ufb01t
and Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease payments, determined using
the implicit interest rate in the lease where available, or using an incremental borrowing rate
appropriate to the subsidiary and lease term where an implicit interest rate is not available or
appropriate. A corresponding right of use asset is recognised, equivalent to the value of the lease
liability, which is depreciated in a straight line over the shorter of the useful economic life of the
asset and the lease term. The depreciation is recognised as an administrative expense within
overheads. The unwinding of the discount on the present value of the lease liability is recognised
as a \ufb01nance charge over the lease term. Rent payments are used to reduce the lease liability and
are disclosed as debt repayments in the Consolidated Statement of Cash Flows. Lease terms
include any options to extend when it is reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase
or\u00a0extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.
Alternative performance measures
Management exercises judgement in determining the adjustments to apply to UK-adopted IAS
measurements in order to derive suitable alternative performance measures (\u201cAPMs\u201d). As set
out\u00a0and reconciled in note 2, APMs are used as management believes these measures provide
additional useful information on the underlying trends, performance and position of the Group.
These measures are used for performance analysis. The APMs are not de\ufb01ned by UK-adopted IAS
and therefore may not be directly comparable with other companies\u2019 APMs. These measures are
not intended to be a substitute for, or superior to, their equivalent UK-adopted IAS.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSummaryOfSignificantAccountingPoliciesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16751": {
"value": "1. Accounting policies General information
Auction Technology Group plc (the \u201cCompany\u201d) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales. The
registered of\ufb01ce of the Company is The\u00a0Harlequin Building, 65 Southwark Street, London, SE1 0HR,
United Kingdom.
The principal activities of the Company and its subsidiaries (the \u201cGroup\u201d) and the nature of the
Group\u2019s operations are set out in note\u00a025 and in the Strategic Report on pages 2 to 68.
Presentation currency
The Consolidated Financial Statements are presented in pound sterling which is the currency of
the primary economic environment in\u00a0which the Group operates rounded to the nearest thousand.
Foreign\u00a0operations are included in accordance with policies set out on\u00a0page 131. Given that a
signi\ufb01cant majority of the Group\u2019s revenue, costs and cash \ufb02ows are generated in US dollars, the
Board has determined that, for \ufb01nancial periods beginning on or after 1 October 2023, the Group
will change the presentational currency in which the Group presents its consolidated \ufb01nancial
results from pound sterling to US dollars.
Basis of preparation
The Consolidated Financial Statements consolidate those of the Company and its subsidiaries
(together referred to as the \u201cGroup\u201d). The parent Company accounts present information about
the entity and not about its Group.
The Consolidated Financial Statements have been prepared and approved by the Directors in
accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and with
the\u00a0requirements of the Companies Act 2006. The Company has elected to prepare its parent
Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (\u201cFRS 101\u201d) and the Companies Act 2006; these are presented on
pages\u00a0160\u00a0to 163.
The Consolidated Financial Statements have been prepared under the historical cost convention,
except for certain \ufb01nancial instruments which have been measured at fair value. All accounting
policies set\u00a0out below have been applied consistently to all periods presented in these
Consolidated Financial Statements.
New and amended accounting standards effective during the year
The following amended standards and interpretations were effective during the year:
\u2022
Amendments to IAS 16: Property, Plant and Equipment: proceeds before intended use
\u2022
IAS 37: Onerous Contracts: costs of ful\ufb01lling a contract
\u2022
Annual Improvements to IFRS Standards 2018-2020
\u2022
Amendments to IFRS 3: Business Combinations: reference to conceptual framework
The adoption of the standards and interpretations has not led to any changes to the Group\u2019s
accounting policies or had any other material impact on the \ufb01nancial position or performance
of\u00a0the Group.
New standards, interpretations and amendments issued but not yet effective
The following new accounting standards, amendments and interpretations to accounting
standards have been issued but these are not mandatory for 30 September 2023 and they have
not been adopted early by the Group:
\u2022
IFRS 17: Insurance Contracts
\u2022
Amendments to IAS 1: Classi\ufb01cation of liabilities as current and non-current
\u2022
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
\u2022
Amendments to IAS 8: De\ufb01nition of accounting estimates
\u2022
Amendments to IAS 12: Deferred Tax related to assets and liabilities arising from a single
transaction
The Directors anticipate that the adoption of planned standards and interpretations in future
periods will not have a material impact on the Consolidated Financial Statements of the Group.
Going concern
The Directors are required to assess going concern at each reporting period. The Directors have
undertaken the going concern assessment for the Group for a minimum of 12 months from the
date of signing these \ufb01nancial statements. The Directors have assessed the Group\u2019s prospects,
both as a going concern and its longer-term viability as set out on page 34. After considering the
current \ufb01nancial projections, the bank facilities available and then applying severe but plausible
sensitivities, the Directors of the Company are satis\ufb01ed that the Group has suf\ufb01cient resources
for\u00a0its operational needs and will remain in compliance with the \ufb01nancial covenants in its bank
facilities for at least the next 12 months from the date of approving these Consolidated Financial
Statements. The process and key judgements in coming to this conclusion are set out below:
Liquidity
The Group entered into the Senior Facilities Agreement on 17 June 2021 which included the Senior
Term Facility for $204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition of LiveAuctioneers
on 1 October 2021. During the year ended 30 September 2023, a prepayment of $53.7m (\u00a348.0m)
was paid on the Senior Term Facility. In the absence of any other prepayments, the next scheduled
repayment would be $7.4m on 30 June 2024. The loan will be due for repayment on 17 June 2026.
At 30 September 2023 the loan was subject to interest at a margin of 3.00% over US SOFR. In
addition, the Group has a multi-currency revolving credit working capital facility (the \u201cRCF\u201d) for
$49.0m. Any sums outstanding under the RCF will be due for repayment on 17 June 2026. On
1\u00a0February 2023, $26.3m (\u00a321.3m) was drawn down to partly fund the acquisition of ESN (see note
11), which has been repaid in full as at 30 September 2023. As at 30 September 2023 the Group has
adjusted net debt of \u00a3115.7m and is in a net current liability position.
Covenants
The Group is subject to covenant tests on the Senior Term Facility, with the most sensitive
covenant being the net leverage ratio covenant adjusted net debt: trailing 12-month adjusted
EBITDA. The net leverage ratio covenant was a maximum of 4.0x, which reduced to 3.5x in Q2
FY23, was 3.0x at 30 September 2023 and will reduce to 2.75x in Q4 FY24. Under the base case
forecasts and each of the downside scenarios, including the combined downside scenario,
the\u00a0Group is forecast to be in compliance with the covenants and have cash headroom, without
applying mitigating actions which could be implemented such as reducing capital expenditure
spend. At 30 September 2023, the net leverage ratio was 1.8x compared to the limit of 3.0x and
therefore the Group was comfortably within the covenant.
Scenario planning
The Directors have undertaken the going concern assessment for the Group, taking into
consideration the Group\u2019s business model, strategy, and principal and emerging risks. As part of the
going concern review the Directors have reviewed the Group\u2019s forecasts and projections, assessed
the headroom on the Group\u2019s facilities and the banking covenants. This has been considered under a
base case and several plausible but severe downside scenarios, taking into consideration the Group\u2019s
principal risks and uncertainties. These scenarios include signi\ufb01cant reduction in commission
revenue due to THV reduction, signi\ufb01cant reduction in commission revenue due to conversion rate
decline and lower revenue growth from value-added services across the Group. None of these
scenarios individually or collectively threaten the Group\u2019s ability to continue as a going concern. Even
in the combined downside scenario modelled (the combination of all downside scenarios occurring
at once) the Group would be able to operate within the level of its current available debt facilities
and covenants. Accordingly, the Directors continue to adopt the going concern basis in preparing
the\u00a0Consolidated Financial Statements for\u00a0the year ended 30 September 2023.
Climate change
The Group has assessed the impacts of climate change on the Group\u2019s Consolidated Financial
Statements, including our commitment to achieving Net zero by 2040 and the actions the Group
intends to take to achieve those targets. The assessment did not identify any material impact on
the Group\u2019s signi\ufb01cant judgements or estimates at 30 September 2023, or the assessment of
going concern and the Group\u2019s viability over the next three years. Speci\ufb01cally, we have considered
the following areas:
\u2022
the physical and transition risks associated with climate change; and
\u2022
the actions the Group is taking to meet its carbon reduction and Net zero targets.
As a result, the Group has assessed the potential impacts of climate change on the Consolidated
Financial Statements, and in particular on the following areas:
\u2022
the impact on the Group\u2019s future cash \ufb02ows, and the resulting impact such adjustments to the
future cash \ufb02ows would have on the outcome of the annual impairment testing of goodwill
balances (see note 12), the recognition of deferred tax assets and our assessment of going concern;
\u2022
the carrying value of the Group\u2019s assets, in particular the recoverable amounts of intangible
assets and property, plant and equipment; and
\u2022
changes to estimates of the useful economic lives of intangible assets and property, plant and
equipment.
Basis of consolidation
The Consolidated Financial Statements consist of the \ufb01nancial statements of the ultimate parent
Company and all entities controlled by the Company. Control is achieved where the Company has
the power to govern the \ufb01nancial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the ability to use its power to affect
its returns. The results of subsidiaries acquired or sold are included in the Consolidated Financial
Statements from the date on which control commences until the date on which control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Employee Bene\ufb01t Trust
The assets and liabilities of the Employee Bene\ufb01t Trust have\u00a0been included in the Consolidated
Financial Statements. Any assets held by the Employee Bene\ufb01t Trust cease to be recognised on
the Consolidated Statement of Financial Position when the assets vest unconditionally in
identi\ufb01ed bene\ufb01ciaries.
The costs of purchasing own shares held by the Employee Bene\ufb01t Trust are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity. Neither the
purchase nor sale of own shares leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in pro\ufb01t or loss as incurred.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identi\ufb01able intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in\u00a0fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and\u00a0circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classi\ufb01ed. Contingent consideration that is classi\ufb01ed as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in pro\ufb01t or loss.
If the accounting for business combinations involves provisional amounts, which are \ufb01nalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.
Foreign currency
Functional currency
The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US\u00a0holding companies, is measured using the currency of the primary economic environment in
which the entity operates. The US holding companies in FY23 which had a functional currency of
pound sterling include ATG US Holdings Limited and ATG US Holdings Inc. (formerly named ATG
Media US Inc.), Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate Inc., Platinum
Purchaser Inc. and LiveAuctioneers Inc.
Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency at the
exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated into pound sterling at the rates of exchange at the reporting date.
Gains and losses arising on foreign currency borrowings, to the extent that they are used to provide
a\u00a0hedge against the Group\u2019s equity investments in overseas undertakings, are taken to other
comprehensive income together with the exchange difference arising on the net investment in those
undertakings. All other exchange differences on monetary items are taken to pro\ufb01t and loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into pound sterling
at the rate of exchange prevailing at the reporting date and their statements of pro\ufb01t or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in a foreign currency translation
reserve. On disposal of a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in pro\ufb01t or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the acquisition closing rate. This is then revalued
at the year-end rate with any foreign exchange difference taken directly to the translation reserve.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. Depreciation is charged to the Consolidated
Statement of Pro\ufb01t or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight line
Computer equipment
3 to 5 years straight line
Fixtures and \ufb01ttings
3 to 5 years straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the net sale proceeds and the carrying amount of the asset and is recognised in the
Consolidated Statement of Pro\ufb01t or Loss.
Intangible assets
Identi\ufb01able intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Internally generated intangible assets
Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
\u2022
technical feasibility of the completed intangible asset has been established;
\u2022
it can be demonstrated that the asset will generate probable future economic bene\ufb01ts;
\u2022
adequate technical, \ufb01nancial and other resources are available to complete the development;
\u2022
the expenditure attributable to the intangible asset can be reliably measured; and
\u2022
management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within the Group. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the con\ufb01guration and capitalisation
of\u00a0SaaS projects when it is able to obtain economic bene\ufb01ts from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is only amortised over the period the Group
is\u00a0expected to bene\ufb01t and is subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of\u00a0sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Pro\ufb01t or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
inde\ufb01nite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of non-\ufb01nancial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to\u00a0determine the extent of the impairment loss (if any). Where the asset does not generate cash
\ufb02ows that are independent from other assets, the Group estimates the recoverable amount of
the\u00a0CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax
discount rate that re\ufb02ects current market assessments of the time value of money and the risks
speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in pro\ufb01t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Pro\ufb01t or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.
Cash and cash equivalents, and restricted cash
Cash and cash equivalents include cash in hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less.
Restricted cash includes cash held by the Group which can only be used to exchange or settle a
speci\ufb01c liability in the future and cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and \ufb01nancial liabilities are recognised when the Group\u00a0becomes a party to the
contractual provisions of the \ufb01nancial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through pro\ufb01t or loss which are
measured initially at fair value. Subsequent measurement of \ufb01nancial assets and \ufb01nancial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash \ufb02ows from the \ufb01nancial
asset expire, or when the \ufb01nancial asset and all substantial risks and rewards are transferred. A
\ufb01nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classi\ufb01cation and subsequent measurement of \ufb01nancial assets
For the purpose of subsequent measurement, the Group classi\ufb01es its \ufb01nancial assets into the
following categories: \ufb01nancial assets at amortised cost, \ufb01nancial assets at fair value through pro\ufb01t
or loss (\u201cFVTPL\u201d) and \ufb01nancial assets at fair value through other comprehensive income (\u201cFVTOCI\u201d).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated
Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.
Classi\ufb01cation and subsequent measurement of \ufb01nancial liabilities
The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.
All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are
reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on \ufb01rm
commitments are accounted for as cash \ufb02ow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash \ufb02ows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
\u2022
there is an economic relationship between the hedged item and the hedging instrument;
\u2022
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
\u2022
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer quali\ufb01es for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Pro\ufb01t or Loss on disposal of the foreign operation.
Revenue recognition
The Group recognises revenue when it has transferred the promised services to customers in
an\u00a0amount that re\ufb02ects the consideration to which they expect to be entitled in exchange for
those services.
Marketplace revenues
Marketplace revenues include commissions (based on a percentage of the price of items sold at
auction), auction fees (both pay-as-you-go and subscription based), value-added services, digital
marketing and advertising and auction-related services.
Commission fees
The Group recognises commission fees as an agent on the basis that there is no contractual
relationship with the end-consumer of goods sold at auction and the Group will receive its
commission irrespective of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go contracts (see below) is based
on the value of the items sold at auction and as such is subject to inherent uncertainty and
cannot be estimated reliably in advance. The Group has determined that it is not possible to make
a reliable estimate of the commissions that will be earned under a particular contract and as such
the commission element of auction revenue is not recognised until the auction has completed
and the revenue value is known.
Auction \ufb01xed fees
Contracts will typically specify an event (pay-as-you-go) or period of time during which the auction
house may host a number of events (subscription) as well as other auction-related services.
Auction \ufb01xed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services speci\ufb01ed
in\u00a0the contract for that period of time, are recognised straight-line over the term of the contract.
This recognition re\ufb02ects the fact that the contract allows for continuous usage of the technology
platform and its functionality together with any auction-related services.
Auction \ufb01xed fees sold under pay-as-you-go contracts result in a performance obligation that
is\u00a0satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
Value-added services
Value-added services include payments and shipping. The transaction price is the agreed fee
between the marketplace and the customer and is recognised at a point in time when control
of\u00a0the promised services is transferred to the customer. The services are a distinct performance
obligation based on the capability of being separately identi\ufb01ed (optional) service and providing the
customer a service that can be used on its own. The revenue recognised is the full fees received as
the Group is acting as principal in the process. The Group has primary responsibility for ful\ufb01lling the
service to the customer and has sole discretion in establishing the prices. The expenses for the
fees paid to the other parties involved in the process are recognised separately within cost of sales.
Digital marketing and advertising
Marketing revenues are principally derived from banner advertising and fees generated from email
campaigns. Revenue is recognised in line with the satisfaction of the campaign objectives (i.e. at the
point that the campaign emails are sent or over the period that the banner is provided on the website).
Auction-related services
Auction-related services include mirrored bidding, customer support, buy-it-now functionality,
online cataloguing and the provision of personnel to operate the auction. These contracts are
deemed to represent a single performance obligation, on the basis that the customer could not
bene\ufb01t from the auction-related services without also having access to the auction platform,
and\u00a0therefore are not distinct performance obligations.
Auction services revenues
For back-of\ufb01ce and software technology products, auction revenues sold under
subscription-based contracts, in which the performance obligation is the provision of access to
the technology platform and any auction-related services speci\ufb01ed in the contract for that period
of time, are recognised straight-line over the term of the contract. This recognition re\ufb02ects the
fact that the contract allows for continuous usage of the technology platform and its functionality
together with any auction-related services.
Auction revenues sold under pay-as-you-go contracts result in a performance obligation that is
satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within\u00a0one to three days, the Group recognises revenue on completion of the auction.
Content-related services
Content-related services primarily include print and digital advertising revenues and subscriptions
to the Antiques Trade Gazette.
The Group identi\ufb01ed one performance obligation for print advertising services which is to include the
advert in a particular edition of the Antiques Trade Gazette. The performance obligation is satis\ufb01ed
and revenue is recognised at the point that the magazine is published. Where the advert is featured in
a number of editions, the performance obligation is satis\ufb01ed over the period that the advertisement
is featured. Revenue is recognised evenly over the period that the advertisement is featured.
For magazine subscriptions, customers receive a speci\ufb01ed number of editions during the
subscription period. Revenue is recognised evenly over the subscription period.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract
assets represent revenue recognised prior to invoicing when it has satis\ufb01ed its performance
obligation and has the unconditional right to payment.
Contract liabilities consist of fees received related to unsatis\ufb01ed performance obligations at the
end of the period.
Taxation
Tax on the pro\ufb01t or loss for the year comprises current and deferred tax. Tax is recognised in the
Consolidated Statement of Pro\ufb01t or Loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and
laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in\u00a0respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets
and\u00a0liabilities for \ufb01nancial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable pro\ufb01t other than in a
business combination; and differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or
substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable pro\ufb01ts will be available against which the asset can be
utilised. The carrying amounts of deferred tax assets are reviewed at each reporting date.
Employee bene\ufb01ts
Short-term bene\ufb01ts
Short-term employee bene\ufb01t obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A provision is recognised for the amount expected
to\u00a0be paid under short-term cash bonus if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
De\ufb01ned contribution plans
Obligations for contributions to de\ufb01ned contribution pension plans are recognised as an expense
in the Consolidated Statement of Pro\ufb01t or Loss as incurred.
Share-based payments
The Group measures the cost of services received in exchange for share options based on the
grant-date fair value of the award and recognises the cost over the period of required service for
the award. The Group accounts for awards of shares to employees as share-based compensation
as they vest with a corresponding credit to reserve for share-based payments. The fair value of
options is calculated using an option pricing model.
The number of options expected to vest is reviewed and adjusted at the end of each reporting
period such that the amount recognised for services received as consideration for the equity
instruments granted shall be based on the number of equity instruments that eventually vest.
Upon the exercise of share options, any proceeds received from share option holders are recorded
as an increase to share capital.
Leases
The Group\u2019s leases predominantly relate to property, mainly of\ufb01ces, however the Group\u2019s lease
portfolio also includes other assets such as motor vehicles and computer equipment.
The Group recognises all leases on the Consolidated Statement of Financial Position, apart from
in cases where the lease is for a period of less than 12 months or is for an asset with a low value.
Low-value and short-term leases continue to be charged to the Consolidated Statement of Pro\ufb01t
and Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease payments, determined using
the implicit interest rate in the lease where available, or using an incremental borrowing rate
appropriate to the subsidiary and lease term where an implicit interest rate is not available or
appropriate. A corresponding right of use asset is recognised, equivalent to the value of the lease
liability, which is depreciated in a straight line over the shorter of the useful economic life of the
asset and the lease term. The depreciation is recognised as an administrative expense within
overheads. The unwinding of the discount on the present value of the lease liability is recognised
as a \ufb01nance charge over the lease term. Rent payments are used to reduce the lease liability and
are disclosed as debt repayments in the Consolidated Statement of Cash Flows. Lease terms
include any options to extend when it is reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase
or\u00a0extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.
Alternative performance measures
Management exercises judgement in determining the adjustments to apply to UK-adopted IAS
measurements in order to derive suitable alternative performance measures (\u201cAPMs\u201d). As set
out\u00a0and reconciled in note 2, APMs are used as management believes these measures provide
additional useful information on the underlying trends, performance and position of the Group.
These measures are used for performance analysis. The APMs are not de\ufb01ned by UK-adopted IAS
and therefore may not be directly comparable with other companies\u2019 APMs. These measures are
not intended to be a substitute for, or superior to, their equivalent UK-adopted IAS.
2.
Signi\ufb01cant judgements and key sources of estimation uncertainty
The preparation of the Group\u2019s Consolidated Financial Statements requires the use of certain
judgements, estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses.
Estimates and judgements are evaluated continually, and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the\u00a0circumstances.
Key estimation uncertainties are the key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date that may have a signi\ufb01cant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next period.
Changes in accounting estimates may be necessary if there are changes in the circumstances on
which the estimates were based, or as a result of new information or more experience.
Signi\ufb01cant judgements are those that the Group has made in the process of applying the Group\u2019s
accounting policies and that have the most signi\ufb01cant effect on the amounts recognised in the
\ufb01nancial statements.
The signi\ufb01cant judgements and key sources of estimation uncertainty disclosed in the annual
\ufb01nancial statements for the year ended 30 September 2022 which are no longer applicable are:
\u2022
Impairment of goodwill (estimate); and
\u2022
LiveAuctioneers consideration (judgement).
For the year ended 30 September 2023, there are no key sources of estimation uncertainty and
the signi\ufb01cant judgements are detailed below:
Goodwill and other intangible assets arising from business combinations
The purchase price of an acquired company is allocated between intangible assets and the net
tangible assets of the acquired business with the residual amount of the purchase price recorded
as goodwill. The determination of the value of the intangible assets requires signi\ufb01cant judgements
and estimates to be made by management. These judgements can include, but are not limited to,
the cash \ufb02ows that an asset is expected to generate in the future and the appropriate weighted
average cost of capital. Of the intangibles acquired, the customer relationship balances are
especially sensitive to changes in assumptions around discount rates and customer attrition
rates\u00a0(see note 11).
Judgement is also required in determining appropriate useful economic lives (\u201cUEL\u201d) of the
intangible assets arising from business combinations. Management makes this judgement on
an\u00a0asset class basis and has determined that contracts with customers have a UEL of two to
14\u00a0years; brands have a UEL of \ufb01ve to 15 years; software has a UEL of three to 10 years; and
non-compete agreements have a UEL of four years.
Functional currency of subsidiaries
There is an element of judgement required when assessing the functional currency of each
subsidiary against the requirements and guidance of IAS21 \u201cThe Effects of Changes in Foreign
Exchange Rates\u201d, in particular for intermediate holding companies. There were seven US holding
companies within the Group that have a pound sterling functional currency. However, under US tax
rules, their tax functional currency is US dollars. The US tax basis for these holding companies for
the year ending 30 September 2023 included an unrealised foreign exchange loss of \u00a328.2m (FY22:
gain of \u00a361.9m) on intra-group loans totalling \u00a3295.6m (FY22: loans of \u00a3295.6m). Under US\u00a0tax
rules, foreign exchange gains and losses are not taxable until they are realised. On a consolidated
basis, with the pound sterling functional currency applied for these US holding companies there
was no foreign exchange gain recognised in the Consolidated Financial Statements.
3. Alternative performance measures
The Group uses a number of alternative performance measures (\u201cAPMs\u201d) in addition to those
measures reported in accordance with UK-adopted IAS. Such APMs are not de\ufb01ned terms under
UK-adopted IAS and are not intended to be a substitute for any UK-adopted IAS measure. The
Directors believe that the APMs are important when assessing the ongoing \ufb01nancial and operating
performance of the Group and do not consider them to be more important than, or superior to,
their equivalent UK-adopted IAS. The APMs improve the comparability of information between
reporting periods by adjusting for factors such as one-off items and the timing of acquisitions.
The APMs are used internally in the management of the Group\u2019s business performance, budgeting
and forecasting, and for determining Executive Directors\u2019 remuneration and that of other
management throughout the business. The APMs are also presented externally to meet investors\u2019
requirements for further clarity and transparency of the Group\u2019s \ufb01nancial performance. Where
items of income or expense are being excluded in an APM, these are included elsewhere in our
reported \ufb01nancial information as they represent actual income or costs of the Group.
Other commentary within the Annual Report and Accounts (CFO\u2019s Review pages 23 to 27), should
be referred to in order to fully appreciate all the factors that affect the Group.
Adjusted EBITDA
Adjusted EBITDA is the measure used by the Directors to assess the trading performance of the
Group\u2019s businesses and is the measure of segment pro\ufb01t.
Adjusted EBITDA represents pro\ufb01t/(loss) before taxation, \ufb01nance costs, depreciation and
amortisation, share-based payment expense and exceptional operating items. Adjusted EBITDA
at\u00a0segment level is consistently de\ufb01ned but excludes central administration costs including
Directors\u2019 salaries.
The following table provides a reconciliation from pro\ufb01t before tax to adjusted EBITDA:
\u00a0
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t before tax
7,146
9,279
Adjustments for:
Net \ufb01nance costs (note 8)
15,430
7,538
Amortisation of acquired intangible assets (note 12)
26,595
26,591
Amortisation of internally generated software (note 12)
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Share-based payment expense (note 21)
7,028
5,226
Exceptional operating items
2,712
\u2013
Adjusted EBITDA
63,964
53,952
The following table provides the calculation of adjusted EBITDA margin which represents adjusted
EBITDA divided by revenue:
\u00a0
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Reported revenue (note 4,5)
135,225
119,846
Adjusted EBITDA
63,964
53,952
Adjusted EBITDA margin
47%
45%
The basis for treating these items as adjusting is as follows:
Share-based payment expense
The Group has issued share awards to employees and Directors: at the time of IPO; for the
acquisition of LiveAuctioneers; and operates several employee share schemes. The share-based
payment expense is a signi\ufb01cant non-cash charge driven by a valuation model which references
the Group\u2019s share price. As the Group is still early in its life cycle as a newly listed business the
expense is distortive in the short term and is not representative of the cash performance of the
business. In addition, as the share-based payment expense includes signi\ufb01cant charges related
to\u00a0the IPO and LiveAuctioneers acquisition, it is not representative of the Group\u2019s steady state
operational performance.
Exceptional operating items
The Group applies judgement in identifying signi\ufb01cant items of income and expenditure that are
disclosed separately from other administrative expenses as exceptional where, in the judgement
of the Directors, they need to be disclosed separately by virtue of their nature or size in order to
obtain a clear and consistent presentation of the Group\u2019s ongoing business performance. Such
items could include, but may not be limited to, costs associated with business combinations,
gains and losses on the disposal of businesses, signi\ufb01cant reorganisation or restructuring costs
and impairment of goodwill and acquired intangible assets. Any item classi\ufb01ed as an exceptional
item will be signi\ufb01cant and not attributable to ongoing operations and will be subject to speci\ufb01c
quantitative and qualitative thresholds set by and approved by the Directors prior to being
classi\ufb01ed as exceptional.
The exceptional operating items are detailed below:
\u00a0
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Acquisition costs
2,712
\u2013
Total exceptional operating items
2,712
\u2013
For the year ended 30 September 2023, the Group\u2019s exceptional operating costs were in respect of
the costs relating to the acquisition of ESN on 6\u00a0February 2023 (see note 11).
There were no exceptional operating items for the year ended 30 September 2022.
The business has undertaken focused acquisitive activity which has been strategically
implemented to increase income, service range and critical mass of the Group. Acquisition costs
comprise legal, professional, other consultancy expenditure incurred and retention bonuses for
ESN employees payable one year after completion. The retention bonus is subject to service
conditions and is being accrued over the period. The net cash out\ufb02ow related to exceptional
operating items in the period is \u00a31.5m (FY22: \u00a34.0m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings excludes share-based payment expense, exceptional items (operating and
\ufb01nance), amortisation of acquired intangible assets, and any related tax effects.
The following table provides a reconciliation from pro\ufb01t/(loss) after tax to adjusted earnings:
\u00a0
Year
ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t/(loss) a\ue001ributable to equity shareholders of the Company
16,938
(6,127)
Adjustments for:
Amortisation of acquired intangible assets
26,595
26,591
Exceptional \ufb01nance items
4,272
(221)
Share-based payment expense
7,028
5,226
Exceptional operating items
2,712
\u2013
Deferred tax on unrealised foreign exchange differences
(7,185)
15,899
Tax on adjusted items
(10,273)
(5,254)
Adjusted earnings
40,087
36,114
\u00a0
Number
Number
Diluted weighted average number of shares (note 10)
123,088,377
122,441,916
p
p
Adjusted diluted earnings per share (pence)
32.6
29.5
The basis for treating these items not already de\ufb01ned above as adjusting is as follows:
Amortisation of acquired intangible assets through business combinations
The amortisation of acquired intangibles arises from the purchase consideration of a number of
separate acquisitions. These acquisitions are portfolio investment decisions that took place at
different times and are items in the Consolidated Statement of Financial Position that relate to
M&A activity rather than the trading performance of the business.
Exceptional \ufb01nance items
Exceptional \ufb01nance items include foreign exchange differences arising on the revaluation of the
foreign currency loans, intercompany and restricted cash, movements in contingent consideration
and costs incurred on the early repayment of loan costs. These exceptional \ufb01nance items are
excluded from adjusted earnings to provide readers with helpful additional information on the
performance of the business across periods because it is consistent with how the business
performance is reported and assessed by the Board.
Deferred tax on unrealised foreign exchange differences
In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax
effects on unrealised foreign exchange differences arising on intercompany loans. The unrealised
foreign exchange differences were not recognised in the Group\u2019s pro\ufb01t for the year due to differences
in the functional currency basis under tax and accounting rules for the US holding entities.
Tax on adjusted items
Tax on adjusted items includes the tax effect of acquired intangible amortisation, exceptional
(operating and \ufb01nance items) and share-based payment expense. In calculating the adjusted tax rate,
the Group excludes the potential future impact of the deferred tax effects on deductible goodwill
and intangible amortisation (other than internally generated software), as the Group prefers to give
users of its accounts a view of the tax charge based on the current status of such items. Deferred
tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current
time, and such a sale, being an exceptional item, would result in an exceptional tax impact.
Organic revenue
The Group has made certain acquisitions that have affected the comparability of the Group\u2019s
results. Previously the Group had reported proforma revenue and proforma revenue growth which
included acquisitions as if they had occurred at the start of the comparative period, with the
comparative period being presented on a constant currency basis using the current year exchange
rates. It was deemed by management more appropriate to present organic revenue and organic
revenue growth in FY23 given the size of the ESN acquisition. Organic revenue shows the current
period results excluding the acquisition of ESN on 6 February 2023. Organic revenue is shown on
a\u00a0constant currency basis using average exchange rates for the current \ufb01nancial period applied
to\u00a0the comparative period and is used to eliminate the effects of \ufb02uctuations in assessing
performance. Refer to the Glossary on page 164 for the full de\ufb01nition.
The following table provides a reconciliation of organic revenue from reported results:
Unaudited
Year ended
30 September
2023
\u00a3000
Unaudited
Year ended
30 September
2022
\u00a3000
Reported revenue
135,225
119,846
Acquisition related adjustment
(5,682)
\u2013
Constant currency adjustment
\u2013
3,193
Organic revenue
129,543
123,039
Increase in organic revenue %
5%
Adjusted net debt
Adjusted net debt comprises external borrowings net of arrangement fees and cash at bank which
allows management to monitor the indebtedness of the Group. Adjusted net debt excludes lease
liabilities and restricted cash (see note 15).
In the prior year, cash at bank included cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t
Trust, which is not available to circulate within the Group on demand. This has been included in
restricted cash and results in a restatement for the year ended 30 September 2022. This change
in policy provides users with more reliable information about the nature of the Group\u2019s cash and
cash equivalents.
30 September
2023
\u00a3000
Restated
30 September
2022
\u00a3000
Cash at bank (note 15)
6,097
49,427
Current loans and borrowings (note 18)
(12,861)
(30,983)
Non-current loans and borrowings (note 18)
(108,969)
(149,862)
Total loans and borrowings
(121,830)
(180,845)
Adjusted net debt
(115,733)
(131,418)
Adjusted free cash \ufb02ow and adjusted free cash \ufb02ow conversion
Adjusted free cash \ufb02ow represents cash \ufb02ow from operations less additions to internally
generated software and property, plant and equipment. Internally generated software includes
development costs in relation to software that are capitalised when the related projects meet the
recognition criteria under UK-adopted IAS for an internally generated intangible asset. Movement
in working capital is adjusted for balances relating to exceptional items. The Group monitors its
operational ef\ufb01ciency with reference to operational cash conversion, de\ufb01ned as free cash \ufb02ow
as\u00a0a percentage of adjusted EBITDA.
The Group uses adjusted cash \ufb02ow measures for the same purpose as adjusted pro\ufb01t measures,
in order to assist readers of the accounts in understanding the operational performance of the
Group. The two measures used are free cash \ufb02ow and free cash \ufb02ow conversion. A reported free
cash \ufb02ow and cash conversion rate has not been provided as it would not give a fair indication of
the Group\u2019s free cash \ufb02ow and conversion performance given the high value of working capital
from exceptional items.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Adjusted EBITDA
63,964
53,952
Cash generated by operations
57,704
49,409
Adjustments for:
Exceptional operating items
2,712
\u2013
Working capital from exceptional and other items
(1,187)
4,983
Additions to internally generated software (note 12)
(8,727)
(4,209)
Additions to property, plant and equipment (note 13)
(411)
(270)
Payment for right of use assets (note 17)
(188)
\u2013
Adjusted free cash \ufb02ow
49,903
49,913
Adjusted free cash \ufb02ow conversion (%)
78%
93%
4. Operating segments
The operating segments re\ufb02ect the Group\u2019s management and internal reporting structure, which
is used to assess both the performance of the business and to allocate resources within the
Group. The assessment of performance and allocation of resources is focused on the category
of\u00a0customer for each type of activity.
The Board has determined an operating management structure aligned around the four core
operations of the Group. ESN which was acquired in the period, has been allocated to the Art &
Antiques segment. This is on the basis that ESN traditionally includes items sold on Art & Antique
platforms and the purpose of the acquisition was to expand its Art & Antiques segment into an
attractive adjacent channel for the resale of second-hand items.
The four operating segments are as follows:
\u2022
Art & Antiques (\u201cA&A\u201d) marketplaces: focused on offering auction houses that specialise in
the\u00a0sale of arts and antiques access to the platforms thesaleroom.com, liveauctioneers.com,
lot-tissimo.com and EstateSales.NET. A signi\ufb01cant part of the Group\u2019s services is provision of
a\u00a0platform as a marketplace for the A&A auction houses to sell their goods. The segment also
generates earnings through additional services such as listing subscriptions, marketing income,
atgPay and atgShip. The Group contracts with customers predominantly under service
agreements, where the number of auctions to be held and the service offering differs from
client to client.
\u2022
Industrial & Commercial (\u201cI&C\u201d) marketplaces: focused on offering auction houses that specialise
in the sale of industrial and commercial goods and machinery access to the platforms
BidSpotter.com, BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer
surplus and retail returns. A signi\ufb01cant part of the Group\u2019s services is provision of the platform
as a marketplace for the I&C auction houses to sell their goods. The segment also generates
earnings through additional services such as marketing income and atgPay. The Group contracts
with customers predominantly under service agreements, where the number of auctions to be
held and the service offering differs from client to client.
\u2022
Auction Services: includes revenues from the Group\u2019s auction house back-of\ufb01ce products with
Auction Mobility and other white label products including Wavebid.com.
\u2022
Content: focused on the Antiques Trade Gazette paper and online magazine. The business
focuses on two streams of income: selling subscriptions of the Gazette and selling advertising
space within the paper and online. The Directors have disclosed information required by IFRS 8
for the Content segment despite the segment not meeting the reporting threshold.
There are no undisclosed or other operating segments.
An analysis of the results for the year by reportable segment is as follows:
Year ended 30 September 2023
A&A
\u00a3000
I&C
\u00a3000
Auction
Services
\u00a3000
Content
\u00a3000
Centrally
allocated
costs
\u00a3000
Total
\u00a3000
Revenue
65,624
58,223
8,300
3,078
\u2013
135,225
Adjusted EBITDA (see note 3 for
de\ufb01nition and\u00a0reconciliation)
53,941
49,897
5,216
1,116
(46,206)
63,964
Amortisation of intangible assets
(note 12)
(19,853)
(9,158)
(1,411)
\u2013
\u2013
(30,422)
Depreciation of property, plant
and\u00a0equipment (note 13)
(112)
(197)
(8)
(13)
\u2013
(330)
Depreciation of right of use assets
(note 17)
(554)
(279)
(8)
(55)
\u2013
(896)
Share-based payment expense
(note 21)
(1,491)
(1,764)
(84)
\u2013
(3,689)
(7,028)
Exceptional operating items (note 3)
(2,712)
\u2013
\u2013
\u2013
\u2013
(2,712)
Operating pro\ufb01t/(loss)
29,219
38,499
3,705
1,048
(49,895)
22,576
Net \ufb01nance costs (note 8)
\u2013
\u2013
\u2013
\u2013
(15,430)
(15,430)
Pro\ufb01t/(loss) before tax
29,219
38,499
3,705
1,048
(65,325)
7,146
Year ended 30 September 2022
A&A
\u00a3000
I&C
\u00a3000
Auction
Services
\u00a3000
Content
\u00a3000
Centrally
allocated
costs
\u00a3000
Total
\u00a3000
Revenue
55,279
52,775
8,636
3,156
\u2013
119,846
Adjusted EBITDA (see note 3 for
de\ufb01nition and\u00a0reconciliation)
45,777
45,629
6,090
1,089
(44,633)
53,952
Amortisation of intangible assets
(note 12)
(18,504)
(10,931)
(1,274)
\u2013
\u2013
(30,709)
Depreciation of property, plant
and\u00a0equipment (note 13)
(87)
(176)
(6)
(11)
\u2013
(280)
Depreciation of right of use assets
(note 17)
(475)
(381)
(13)
(51)
\u2013
(920)
Share-based payment expense
(note 21)
(1,848)
(893)
(3)
\u2013
(2,482)
(5,226)
Operating pro\ufb01t/(loss)
24,863
33,248
4,794
1,027
(47,115)
16,817
Net \ufb01nance costs (note 8)
\u2013
\u2013
\u2013
\u2013
(7,538)
(7,538)
Pro\ufb01t/(loss) before tax
24,863
33,248
4,794
1,027
(54,653)
9,279
Segment assets are measured in the same way as in the \ufb01nancial statements. These assets are
allocated based on the operations of the segment and the physical location of the asset.
30 September 2023
30 September 2022
Total
non-current
assets
\u00a3000
Additions
to non-
current
assets
\u00a3000
Total
non-current
assets
\u00a3000
Additions
to non-
current
assets
\u00a3000
By operating segment
A&A
483,977
38,188
506,484
395,683
I&C
187,313
5,986
199,504
58,829
Auction Services
27,939
350
31,704
201
Content
276
256
91
15
699,505
44,780
737,783
454,728
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
By geographical location
United Kingdom
57,960
65,954
USA
637,489
667,696
Germany
4,056
4,133
699,505
737,783
The Group has taken advantage of paragraph 23 of IFRS 8 \u201cOperating Segments\u201d and does not
provide segmental analysis of net assets as this information is not used by the Directors in
operational decision-making or monitoring of business performance.
5. Revenue
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Product and customer types
A&A
65,624
55,279
I&C
58,223
52,775
Auction Services
8,300
8,636
Content
3,078
3,156
135,225
119,846
Primary geographical markets
by location of operations
United Kingdom
19,654
18,539
USA
111,637
97,765
Germany
3,934
3,542
135,225
119,846
by location of customer
United Kingdom
20,029
18,571
USA
102,138
89,055
Europe
7,049
6,648
Rest of world
6,009
5,572
135,225
119,846
Timing of transfer of goods and services
Point in time
122,559
110,539
Over time
12,666
9,307
135,225
119,846
The Group has recognised the following assets and liabilities related to contracts with customers:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
1 October
2021
\u00a3000
Contract assets
1,486
837
597
Contract liabilities
1,518
1,783
1,367
The following table shows how much of the revenue recognised in the current reporting period
relates to carried-forward contract liabilities:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Revenue recognised that was included in the contract
liabilities balance at the beginning of the year
1,452
1,258
6. Operating pro\ufb01t
Operating pro\ufb01t is stated after charging/(crediting) the following:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Employment costs (note 7)
40,785
35,725
Amortisation of intangible assets (note 12)
\u2013 Acquired intangible assets
26,595
26,591
\u2013 Internally generated software
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Exceptional operating items (note 3)
2,712
\u2013
Net exchange differences
7
(56)
The total remuneration of the Group auditor and its af\ufb01liates for services to the Group is
analysed\u00a0below:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Fees payable for the Group\u2019s annual \ufb01nancial statements
897
628
Fees payable for other assurance services:
\u2013 Interim review
100
100
\u2013 Non-audit fees
10
365
Total auditor\u2019s remuneration
1,007
1,093
The non-audit fees for FY23 relate to covenant compliance reporting.
The non-audit fees for FY22 related to covenant compliance reporting and a review of the closing
balance sheet of LiveAuctioneers at 30 September 2021. The review costs have been included as
exceptional operating items (see note 3).
7. Staff costs and numbers
Staff costs for the year were as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Wages and salaries
30,596
27,665
Social security costs
2,533
2,259
Pension costs
628
575
Share-based payment expense (note 21)
7,028
5,226
Total employment costs
40,785
35,725
The monthly average number of employees (including Executive Directors) by function:
Year ended
30 September
2023
Number
Year ended
30 September
2022
Number
Management
13
10
Administrative employees
56
48
Operational employees
327
284
Average number of employees
396
342
8. Net \ufb01nance costs
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)
9. Taxation
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Current tax
Current tax on pro\ufb01t for the year
9,379
11,395
Adjustments in respect of prior years
(167)
(903)
Total current tax
9,212
10,492
Deferred tax
Current year
(18,198)
6,328
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(301)
(850)
Deferred tax
(19,004)
4,914
Tax (credit)/expense
(9,792)
15,406
The tax on the Group\u2019s pro\ufb01t before tax differs from the theoretical amount that would arise using
the standard tax rate applicable to pro\ufb01ts of the Group as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t before tax
7,146
9,279
Tax at United Kingdom tax rate of 22% (FY22: 19%)
1,572
1,763
Tax effect of:
Additional items deductible for tax purposes
(643)
(1,649)
Differences in overseas tax rates
1
(1,317)
Deferred tax on unrealised foreign exchange differences
(7,185)
15,899
Foreign exchange difference not (taxable)/deductible for tax purposes
(2,564)
3,027
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(468)
(1,753)
Tax (credit)/expense
(9,792)
15,406
The deferred tax credit on unrealised foreign exchange differences of \u00a37.2m (FY22: charge of
\u00a315.9m) arises from US holding companies which have pound sterling as their functional currency
for the Consolidated Financial Statements but US dollar functional currency under US tax rules.
Per the US tax basis these holding companies incurred an unrealised foreign exchange loss of
\u00a328.2m on intra-group loans denominated in pound sterling totalling \u00a3295.6m (FY22: gain of
\u00a361.9m). Unrealised foreign exchange differences are not taxable until realised, giving rise to
deferred tax.
The Group\u2019s pro\ufb01t before tax includes foreign exchange gain of \u00a310.1m from US holding companies
on their US dollar denominated intra-group balances (FY22: loss of \u00a315.9m) which are not (taxable)/
deductible for US tax purposes giving rise to a permanent difference of \u00a32.6m (FY22: \u00a33.0m).
The Group\u2019s tax affairs are governed by local tax regulations in the UK, US and Germany. Given
the\u00a0uncertainties that could arise in the application of these regulations, judgements are often
required in determining the tax that is due. Where management is aware of potential uncertainties
in local jurisdictions, that are judged more likely than not to result in a liability for additional tax, a
provision is made for management\u2019s best estimate of the liability, determined with reference to
similar transactions and third-party advice. This provision at 30 September 2023 amounted to
\u00a30.8m (FY22: \u00a31.1m).
Adjustments from changes in tax rates are due to decreases in the blended US rate for state taxes
apportionment. The UK Government announced an increase in the corporation tax rate from 19%
to 25%, with an effective date of 1 April 2023, which was substantively enacted on 24 May 2021.
Tax recognised in other comprehensive income and equity:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Other comprehensive income
Current tax
(2,606)
3,074
Equity
Deferred tax
\u2013
(150)
Tax recognised in other comprehensive income includes current tax on the Group\u2019s net
investment hedge. Deferred tax directly recognised in equity relates to share-based payments.
10. Earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the
year, after excluding the weighted average number of non-vested ordinary shares.
Diluted earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable
to ordinary shareholders by the weighted average number of ordinary shares including
non-vested/non-exercised ordinary shares. During the year and prior year, the Group awarded
conditional share awards to Directors and certain employees through an LTIP (see note 21). For
FY22, the non-vested/non-exercised ordinary shares are anti-dilutive given the loss for the year
and are therefore excluded from the weighted average number of ordinary shares for the purpose
of diluted earnings per share calculation.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t/(loss) a\ue001ributable to equity shareholders of the Company
16,938
(6,127)
Number
Number
Weighted average number of shares in issue
121,050,307
120,364,831
Weighted average number of options vested not exercised
1,338,182
\u2013
Weighted average number of shares held by the Employee Bene\ufb01t Trust
(162,934)
(61,741)
Weighted average number of shares
122,225,555
120,303,090
Dilutive share options
862,822
2,138,826
Diluted weighted average number of shares
123,088,377
122,441,916
p
p
Basic earnings/(loss) per share
13.9
(5.1)
Diluted earnings/(loss) per share
13.8
(5.1)
11. Business combinations
Business combinations for the year ended 30 September 2023
Acquisition of Vintage So\ufb05ware LLC., trading as EstateSales.NET (\u201cESN\u201d)
On 6 February 2023, the Group acquired 100% of the equity share capital of ESN. ESN provides a
platform to facilitate estate sales across the US. Both corporate estate sale companies as well as
private customers use ESN to advertise online the sale of millions of unique second-hand items
sourced from a range of events including private home estate sales and business liquidations. The
purpose of the acquisition was to further strengthen the Group\u2019s presence in the US and expand
its A&A segment into an attractive adjacent channel for the resale of second-hand items.
The maximum consideration payable is $40.0m (\u00a333.1m), with an initial cash payment of $30.2m
(\u00a325.1m), deferred consideration of $10.0m (\u00a38.3m) payable after 12 months and a working capital
adjustment of $27,000 (\u00a322,000).
Management calculated the fair value of the deferred consideration using the acquisition\u2019s internal
rate of return to discount the liability, resulting in a liability of $9.6m (\u00a38.0m). Exchange differences
to reserves were recorded within foreign exchange differences on translation of foreign operations
in the Consolidated Statement of Comprehensive Income or Loss. The unwinding of discount of
\u00a30.3m will be reported as a \ufb01nance cost in the Consolidated Statement of Pro\ufb01t or Loss over the
period of the earn-out.
Provisional purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (\u201cPPA\u201d). This has been prepared on a provisional basis and the fair values of the
assets and liabilities is as set out below.
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Provisional
fair value
\u00a3000
Acquired intangible assets \u2013 software
\u2013
2,161
2,161
Acquired intangible assets \u2013 customer relationships
\u2013
9,559
9,559
Acquired intangible assets \u2013 brand
229
2,406
2,635
Property, plant and equipment
161
\u2013
161
Right of use assets
438
\u2013
438
Cash and cash equivalents
155
\u2013
155
Trade receivables and other receivables
41
\u2013
41
Lease liabilities
(438)
\u2013
(438)
Trade and other payables
(264)
\u2013
(264)
Net assets on acquisition
322
14,126
14,448
Goodwill (note 12)
18,609
Total consideration
33,057
Consideration satis\ufb01ed by:
Initial cash consideration
25,087
Deferred consideration
7,970
33,057
Net cash \ufb02ow arising on acquisition:
Initial cash consideration
25,087
Less: cash and cash equivalent balances acquired
(155)
24,932
Acquired intangible assets
Acquired intangible assets represent customer relationships, auction technology platform and
brand for which amortisation of \u00a31.4m has been charged for the year ended 30 September 2023.
The intangible assets will be amortised over their respective expected useful economic lives:
customer relationships of two to seven years, auction technology platform of \ufb01ve years and brand
of 15 years. A 1% change in the customer attrition rate results in a \u00a30.5m change in the valuation.
Deferred tax
Goodwill and acquired intangible assets of \u00a333.0m are expected to be deductible for income
tax\u00a0purposes.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identi\ufb01able assets acquired. The main reason leading to the recognition of goodwill is the future
economic bene\ufb01ts arising from assets which are not capable of being individually identi\ufb01ed
and\u00a0separately recognised; these include the value of synergies expected to be realised
post-acquisition, new customer relationships and the fair value of the assembled workforce
within the business acquired.
Acquisition costs of \u00a32.7m directly related to the business combination have been immediately
expensed to the Consolidated Statement of Pro\ufb01t or Loss as part of administrative expenses and
included within exceptional operating items (see note 3). Between 6 February 2023 and 30 September
2023, ESN contributed \u00a35.7m to Group revenues and a pro\ufb01t before tax of \u00a31.1m. If the acquisition had
occurred on 1 October 2022, Group revenue would have been \u00a3137.4m and Group pro\ufb01t before tax
would have been \u00a38.2m.
Business combinations for the year ended 30 September 2022
Acquisition of Platinum Parent Inc. (\u201cLiveAuctioneers\u201d)
On 1 October 2021, the Group acquired 100% of the equity share capital of LiveAuctioneers.
LiveAuctioneers is the provider of a curated online marketplace focused on the North American
A&A segment, designed for live auctions of collectibles, antiques and \ufb01ne art. The purpose of the
acquisition was to further strengthen the Group\u2019s presence in the US and expand its A&A segment
and accelerate the Group\u2019s build out of an online auction ecosystem that will bene\ufb01t all
stakeholders via the addition of an integrated payments solution.
Consideration
The maximum consideration payable of \u00a3404.7m ($543.9m) comprised:
\u2022
upfront cash consideration of \u00a3358.8m ($482.2m);
\u2022
rollover options and restricted stock units in Auction Technology Group plc in exchange for
share options previously held in LiveAuctioneers\u2019 parent company, Platinum Parent Inc., for the
value of \u00a327.3m ($36.7m); and
\u2022
contingent consideration of up to a maximum \u00a318.6m ($25.0m), subject to the performance of
LiveAuctioneers against certain targets for the year ending 31 December 2021.
Management calculated the fair value of the contingent consideration based on the expected
forecasts for the earn-out period and discounted using the acquisition\u2019s internal rate of return,
resulting in a liability of \u00a317.9m ($24.0m). The targets were met in full and cash contingent
consideration of \u00a318.0m was paid during the year ended 30 September 2022. Payments for the
fair\u00a0value of contingent consideration at the acquisition date are presented in the Consolidated
Statement of Cash Flows within cash \ufb02ows from investing activities. Payments for the changes in
the fair value of contingent consideration since acquisition date are presented within cash \ufb02ows
from \ufb01nancing activities. Exchange differences to reserves were recorded within foreign exchange
differences on translation of foreign operations in the Consolidated Statement of Comprehensive
Income or Loss. The unwinding of discount of \u00a30.7m is reported as a \ufb01nance cost in the
Consolidated Statement of Pro\ufb01t or Loss.
Purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (\u201cPPA\u201d).
The fair values of the assets and liabilities following the \ufb01nalisation of the purchase price
allocation are set out below:
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Final
fair value
\u00a3000
Acquired intangible assets \u2013 software
8,133
16,361
24,494
Acquired intangible assets \u2013 customer relationships
27,053
92,970
120,023
Acquired intangible assets \u2013 brand
2,275
19,182
21,457
Internally generated software
1,820
\u2013
1,820
Property, plant and equipment
88
\u2013
88
Right of use assets
959
\u2013
959
Trade receivables and other receivables
3,974
\u2013
3,974
Income tax receivable/(payable)
194
(644)
(450)
Trade and other payables
(4,733)
(1,784)
(6,517)
Lease liabilities
(1,063)
\u2013
(1,063)
Deferred tax liabilities
(11,287)
(30,865)
(42,152)
Net assets on acquisition
27,413
95,220
122,633
Goodwill (note 12)
281,341
Total consideration
403,974
Consideration satis\ufb01ed by:
Initial cash consideration
288,524
Debt amounts settled
70,239
Fair value of equity interest
27,322
Contingent consideration \u2013 cash
16,865
Contingent consideration \u2013 equity
1,024
403,974
Net cash \ufb02ow arising on acquisition:
Initial cash consideration
288,524
Debt amounts settled
70,239
358,763
Intangible assets
Intangible assets represent customer relationships, auction technology platform, payment technology
and brand for which amortisation of \u00a313.4m was charged for the year ended 30 September 2022. The
intangible assets will be amortised over their respective expected useful economic lives: customer
relationships of 14 years, auction technology platform of 10 years, payment technology of \ufb01ve years
and brand of 15 years. Of the intangibles acquired, the customer relationship balances are especially
sensitive to changes in assumptions around discount rates and customer attrition rates. A 1% change
in the customer attrition rate results in a \u00a312.0m change in the valuation.
Deferred tax
The fair value adjustment to the deferred tax liabilities of \u00a330.9m relates to the deferred tax liability
recognised on the acquired intangible asset and the tax effect of the other fair value adjustments.
Other fair value adjustments
During the measurement period, the Group \ufb01nalised the valuation of onerous contracts and costs
not accrued. Adjustments were made to the provisional PPA resulting in an increase in trade and
other payables of \u00a31.8m and income tax payable of \u00a30.6m. The fair value of the assets acquired
includes gross trade receivables of \u00a34.1m. At acquisition date, the Group\u2019s best estimate of trade
receivables expected not to be collected amounted to \u00a30.3m.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identi\ufb01able assets acquired. The main reason leading to the recognition of goodwill is the future
economic bene\ufb01ts arising from assets which are not capable of being individually identi\ufb01ed and
separately recognised; these include the value of future technology including the roll out of the
payments platform to the wider Group, synergies expected to be realised post-acquisition, new
customer relationships and the fair value of the assembled workforce within the business
acquired. Goodwill deductible for tax purposes amounts to \u00a318.1m.
Between 1 October 2021 and 30 September 2022, LiveAuctioneers contributed \u00a338.7m to Group
revenues and a pro\ufb01t before tax of \u00a35.0m.
12. Goodwill and other intangible assets
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total acquired
intangible
assets
\u00a3000
Internally
generated
software
\u00a3000
Goodwill
\u00a3000
Total
\u00a3000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
\u2013
165,974
1,820
281,341
449,135
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
4,209
\u2013
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
\u2013
14,355
\u2013
18,609
32,964
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
8,727
\u2013
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
\u2013
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
\u2013
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
\u2013
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
\u2013
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
\u2013
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
\u2013
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
\u2013
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of \u00a33.5m (FY22: \u00a32.8m).
.
Intangible assets, other than goodwill, have a \ufb01nite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation pro\ufb01le of acquired intangible assets is shown below:
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total
\u00a3000
One to \ufb01ve years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
\u2013
69,045
11 to 15 years
\u2013
19,375
5,416
\u2013
24,791
30 September 2023
25,012
153,516
30,513
384
209,425
Impairment assessment
The goodwill and intangibles attributed to each of the Group\u2019s cash-generating units (\u201cCGUs\u201d) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as de\ufb01ned by IFRS 8
\u201cOperating Segments\u201d before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (\u201cVIU\u201d).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash \ufb02ow forecasts and the long-term growth rate.
2023
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group\u2019s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash \ufb02ows from the assets
in the CGUs. These calculations use cash \ufb02ow projections based on Board approved budgets and
approved plans. While the Group prepares a \ufb01ve-year plan, levels of uncertainty increase as the
planning horizon extends. The Group\u2019s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the \ufb01ve-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash \ufb02ows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent \ufb01nancial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group\u2019s markets. These projections represent the
Directors\u2019 best estimate of the future performance of these businesses.
CAGR
is the \ufb01ve-year compound annual growth rate from FY23 of the risk-adjusted
cash \ufb02ows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (\u201cWACC\u201d)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group\u2019s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group\u2019s
current market assessment of the time value of money and risks speci\ufb01c to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash \ufb02ows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.
Sensitivity analysis
At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash \ufb02ows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU\u2019s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of \u00a3248.8m at 30 September
2023 (FY22: \u00a328.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year\u2019s
amortisation and improved cash \ufb02ows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the \ufb01ve-year future
forecast cash \ufb02ows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is dif\ufb01cult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the \ufb01ve-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in \ufb01ve-year CAGR growth rate could reduce the headroom to \u00a390.0m and
\u00a339.0m respectively (FY22: impairment of \u00a359.0m and \u00a396.0m).
For Auction Services with a headroom of \u00a36.1m (FY22: \u00a31.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the \ufb01ve-year future forecast cash \ufb02ows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to \u00a30.7m (FY22: impairment of \u00a33.6m).
13. Property, plant and equipment
Land and
buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Fixtures,
\ufb01ttings and
equipment
\u00a3000
Total
\u00a3000
Cost
1 October 2021
245
370
144
759
Acquisition of business (note 11)
56
\u2013
32
88
Additions
3
253
14
270
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
221
202
181
604
30 September 2022
525
617
371
1,513
Acquisition of business (note 11)
161
\u2013
\u2013
161
Additions
52
293
66
411
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(51)
(31)
(33)
(115)
30 September 2023
293
860
394
1,547
Accumulated depreciation
1 October 2021
102
221
57
380
Charge for the year
102
140
38
280
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
205
173
157
535
30 September 2022
409
326
252
987
Charge for the year
99
188
43
330
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(52)
(14)
(15)
(81)
30 September 2023
62
481
270
813
Net book value
1 October 2021
143
149
87
379
30 September 2022
116
291
119
526
30 September 2023
231
379
124
734
There is no material difference between the property, plant and equipment\u2019s historical cost values
as stated above and their fair value equivalents.
14. Trade and other receivables
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade receivables
12,974
12,660
Less: loss provision
(376)
(846)
12,598
11,814
Other debtors and prepayments
3,810
3,139
Contract assets
1,486
837
17,894
15,790
Non-current
Other debtors and prepayments
113
90
18,007
15,880
The Group applies the IFRS 9 \u201cFinancial Instruments\u201d simpli\ufb01ed approach to measuring expected
credit losses using a lifetime expected credit loss provision for trade receivables and contract
assets. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss model
incorporates current and forward-looking information on macroeconomic factors affecting the
Group\u2019s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is
charged on outstanding trade receivables. At 30\u00a0September 2023 there were no customers who
owed in excess of 10% of the total trade debtor balance (FY22: nil).
The ageing of trade receivables at 30 September was:
2023
2022
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Within 30 days
9,940
39
\u2013
11,385
259
2%
Between 30 and 60 days
1,074
2
\u2013
461
93
20%
Between 60 and 90 days
525
9
2%
249
99
40%
Over 90 days
1,435
326
23%
565
395
70%
30 September
12,974
376
3%
12,660
846
7%
The movement in the loss provision during the year was as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
1 October
846
503
Arising on acquisition
\u2013
277
(Decrease)/increase in loss allowance recognised in
Consolidated Statement of Pro\ufb01t or Loss
(132)
226
Uncollectable amounts written off
(270)
(290)
Exchange differences
(68)
130
30 September
376
846
Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment
losses within operating pro\ufb01t. Subsequent recoveries of amounts previously written off are credited
against the same line item. The carrying amount of trade and other receivables approximates to
their fair value. The total amount of trade receivables that were past due but not impaired was
\u00a31.6m (FY22: \u00a30.3m).
15. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and restricted cash. The carrying
amount of these assets approximates to their fair value.
30 September
2023
\u00a3000
Restated
30 September
2022
\u00a3000
Cash at bank
6,097
49,427
Restricted cash
2,442
2,390
8,539
51,817
Restricted cash consists of cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust
relating to share awards for employees.
In the prior year cash at bank included cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t
Trust. As these funds are not available to circulate within the Group on demand, it is deemed
more appropriate this should be classi\ufb01ed as restricted cash. The prior year has been restated
accordingly. This change in policy provides users with more reliable information about the nature
of the Group\u2019s cash and cash equivalents.
16. Trade and other payables
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade payables
3,715
2,375
Payroll tax and other statutory liabilities
5,490
5,133
Deferred consideration
8,090
\u2013
Accruals
7,594
9,489
Contract liabilities
1,518
1,783
26,407
18,780
The carrying amount of trade and other payables classi\ufb01ed as \ufb01nancial liabilities at amortised
cost approximates to their fair value.
The deferred consideration will be settled in cash in February 2024. The unwinding of the discount
on deferred consideration is \u00a30.2m which is included as a \ufb01nance cost (note 8) in the Consolidated
Statement of Pro\ufb01t or Loss.
17. Leases
The Group leases assets including property and computer equipment.
The weighted average incremental borrowing rate contracted in FY23 was 7.5% (FY22: 6.6%).
Land and
buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Motor
vehicles
\u00a3000
Total
\u00a3000
Right of use assets
1 October 2021
1,237
163
1
1,401
Acquisition of business (note 11)
959
\u2013
\u2013
959
Additions
67
\u2013
\u2013
67
Depreciation charge for the year
(752)
(167)
(1)
(920)
Exchange differences
200
7
\u2013
207
30 September 2022
1,711
3
\u2013
1,714
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
567
\u2013
\u2013
567
Modi\ufb01cations
1,512
\u2013
\u2013
1,512
Depreciation charge for the year
(894)
(2)
\u2013
(896)
Exchange differences
(103)
(1)
\u2013
(104)
30 September 2023
3,231
\u2013
\u2013
3,231
Lease liabilities
1 October 2021
1,253
179
\u2013
1,432
Acquisition of business (note 11)
1,063
\u2013
\u2013
1,063
Additions
67
\u2013
\u2013
67
Interest charge for the year
132
5
\u2013
137
Lease payments
(909)
(187)
\u2013
(1,096)
Exchange differences
231
6
\u2013
237
30 September 2022
1,837
3
\u2013
1,840
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
566
\u2013
\u2013
566
Modi\ufb01cations
1,324
\u2013
\u2013
1,324
Interest charge for the year
189
\u2013
\u2013
189
Lease payments
(980)
(3)
\u2013
(983)
Exchange differences
(119)
\u2013
\u2013
(119)
30 September 2023
3,255
\u2013
\u2013
3,255
Current
599
\u2013
\u2013
599
Non-current
2,656
\u2013
\u2013
2,656
30 September 2023
3,255
\u2013
\u2013
3,255
During the year ended 30 September 2023, the Group\u2019s existing property lease in Omaha, United
States expired and the Group entered into a new \ufb01ve-year lease with an option to extend for a
further 10 years. The new lease is treated as an addition. The Directors have concluded that it is
not reasonably certain that they would exercise their right to extend the lease until March 2038.
The Group also extended its existing property lease in London, United Kingdom by
\ufb01ve-and-half-years with no option to extend. The lease is treated as a modi\ufb01cation as it original
terms and conditions remain unchanged. Incremental costs of \u00a30.2m incurred in extending the
lease are included in the modi\ufb01cation of the right of use asset.
The charge recognised in the Consolidated Statement of Pro\ufb01t or Loss for the year was as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Depreciation charge
(896)
(920)
Interest charge
(189)
(137)
(1,085)
(1,057)
The non-cancellable lease rentals are payable as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Within 1 year
756
881
Between 1 and 2 years
772
408
Between 2 and 5 years
1,710
556
3,238
1,845
At 30 September 2022 and 2023, there were no non-cancellable commitments relating to
short-term leases or low-value lease commitments.
18. Loans and borrowings
The carrying amount of loans and borrowings classi\ufb01ed as \ufb01nancial liabilities at amortised cost
approximates to their fair value.
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Secured bank loan
12,861
30,983
Non-current
Secured bank loan
108,969
149,862
121,830
180,845
The Group entered into a Senior Facilities Agreement on 17 June 2021 which included:
\u2022
A senior term loan facility (the \u201cSenior Term Facility\u201d) for $204.0m for the acquisition of
LiveAuctioneers. The Senior Term Facility was drawn down in full on 30 September 2021 prior
to\u00a0completion of the acquisition of LiveAuctioneers on 1 October 2021. During the year ended
30\u00a0September 2023, a prepayment of $53.7m (\u00a348.0m) was paid on the Senior Term Facility. In
the absence of any other prepayments, the scheduled repayment in FY24 is $7.4m on 30 June
2024 and $8.7m on 30 September 2024. The loan will be due for repayment on 17 June 2026.
\u2022
A multi-currency revolving credit working capital facility (the \u201cRevolving Credit Facility\u201d) for
$49.0m. Any sums outstanding under the Revolving Credit Facility will be due for repayment on
17\u00a0June 2026. On 1 February 2023, $26.3m (\u00a321.3m) was drawn down to partly fund the acquisition
of ESN (see note 11), and has been fully repaid by 30 September 2023.
\u2022
The Senior Facilities Agreement contains an adjusted net leverage covenant which tests the
ratio of\u00a0adjusted net debt against adjusted EBITDA and an interest cover ratio which tests the
ratio of adjusted EBITDA against net \ufb01nance charges, in each case as at the last date of each
\ufb01nancial quarter, commencing with the \ufb01nancial quarter ending 30 September 2021. The Group
has complied with the \ufb01nancial covenants of its borrowing facilities during the year ended
30\u00a0September 2023.
The movements in loans and borrowings are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
1 October
180,845
149,039
Repayment of loans and borrowings
(69,110)
(359)
Proceeds from loans and borrowings
21,250
\u2013
Accrued interest and amortisation of \ufb01nance costs
11,071
7,679
Interest paid
(10,651)
(7,283)
Exchange differences
(11,575)
31,769
30 September
121,830
180,845
The currency pro\ufb01le of the loans and borrowings is as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
US dollar
121,830
180,845
The weighted average interest charge (including amortised cost written off) for the year is as
follows:
Year ended
30 September
2023
%
Year ended
30 September
2022
%
Secured bank loan
8%
4%
19. Deferred taxation
The movement of net deferred tax liabilities is as follows:
Capitalised
goodwill and
intangibles
\u00a3000
Tax losses
\u00a3000
Share-based
payments
\u00a3000
Foreign
exchange
\u00a3000
Research and
development
\u00a3000
Other
temporary
differences
\u00a3000
Total
\u00a3000
1 October 2021
(12,229)
1,370
19
1,563
\u2013
383
(8,894)
Acquisition of business (note 11)
(43,514)
548
276
511
\u2013
27
(42,152)
Amount credited/(charged) to Consolidated Statement of Pro\ufb01t or Loss
6,327
3,526
1,002
(15,509)
\u2013
(260)
(4,914)
Amount charged to equity
\u2013
\u2013
(150)
\u2013
\u2013
\u2013
(150)
Exchange differences
(8,869)
673
(13)
(308)
\u2013
9
(8,508)
30 September 2022
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
Deferred tax asset
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
Deferred tax liabilities
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
1 October 2022
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
Amount credited to Consolidated Statement of Pro\ufb01t or Loss
5,922
3,766
674
7,268
1,548
(174)
19,004
Exchange differences
4,163
(475)
\u2013
1,172
9
56
4,925
30 September 2023
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Deferred tax asset
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
Deferred tax liabilities
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Tax losses include unrelieved interest in the US, where there are suf\ufb01cient taxable pro\ufb01ts forecast to be available in the future to enable them to be utilised. These losses are available inde\ufb01nitely. Tax
on foreign exchange include unrealised foreign exchange differences arises from US holding companies with pound sterling as their functional currency for the Consolidated Financial Statements but
US dollar functional currency under US tax rules (see note 9). A deferred tax asset of \u00a31.6m (2022 nil) relates to the US research and development credit which is spread over future years rather than
fully deductible in the year it arises.
No deferred tax asset has been recognised in respect of unused tax losses in the UK of \u00a30.7m (FY22: \u00a30.7m) as it is not considered probable that there will be future taxable pro\ufb01ts available to offset
these tax losses. The losses may be carried forward inde\ufb01nitely. The temporary differences relating to the unremitted earnings of overseas subsidiaries amounted to \u00a30.9m (FY22: \u00a31.1m). However, as
the Group can control whether it pays dividends from its subsidiaries and it can control the timing of any dividends, no deferred tax has been provided on the unremitted earnings on the basis there is
no intention to repatriate these amounts. In presenting the Group\u2019s deferred tax balances, the Group offsets assets and liabilities to the extent we have a legally enforceable right to set off the arising
income tax liabilities and assets when hose deferred tax balances reverse.
20. Share capital and reserves
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Authorised, called up and fully paid
121,491,412 ordinary shares at 0.01p each (FY22: 120,525,304 ordinary
shares at 0.01p each)
12
12
12
12
The movements in share capital, share premium and other reserve are set out below:
Number of
shares
Share
capital
\u00a3000
Share
premium
\u00a3000
Other reserve
\u00a3000
1 October 2021
119,999,990
12
235,903
238,385
Shares issued
506,926
\u2013
\u2013
\u2013
Shares issued in respect of share-based
payment plans
18,388
\u2013
\u2013
\u2013
30 September 2022
120,525,304
12
235,903
238,385
Shares issued
680,794
\u2013
328
\u2013
Shares issued in respect of share-based
payment plans
285,314
\u2013
\u2013
\u2013
30 September 2023
121,491,412
12
236,231
238,385
For the year ended 30 September 2023
966,108 ordinary shares of 0.01p each with an aggregate nominal value of \u00a397 were issued for
options that vested for a cash consideration of \u00a3328,000. These included management rollover
options and restricted stock units granted in FY22 for the acquisition of LiveAuctioneers, Long-term
Incentive Plan Awards (\u201cLTIP Awards\u201d), shares issued under the Share Incentive Plan (\u201cSIP\u201d) and
Employee Stock Purchase Plan (\u201cESPP\u201d) and to the Trust for LTIP Awards that have vested in the year.
For the year ended 30 September 2022
525,314 ordinary shares of 0.01p each with an aggregate nominal value of \u00a353 were issued
for\u00a0options that vested. These included 50% of the restricted stock units granted for the
LiveAuctioneers acquisition (see note 11), LTIP Awards, shares issued under the SIP and ESPP
and\u00a0to the Trust for LTIP Awards that have vested in the year.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained losses
represent the pro\ufb01ts/(losses) of the Group made in current and preceding years.
Other reserve
comprises:
\u2022
a merger reserve that arose on the Group reorganisation on 13 January 2020
and is the adjustment of the comparative and current year consolidated
reserves of the Group to re\ufb02ect the statutory share capital and share
premium of Auction Technology Group plc as if it had always existed; and
\u2022
share premium, net of share issue costs, recognised in the other reserve
in accordance with section 612 of the Companies Act 2006 for the equity
raise on 17 June 2021 via a cashbox placing.
Capital redemption
reserve
arose on the redemption or purchase of the Company\u2019s own shares. The
Company issued shares directly to the Trusts of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).
Share option reserve
relates to share options awarded (see note 21) and options granted in FY22
for the acquisition of LiveAuctioneers.
Foreign exchange
reserve
comprises all foreign exchange differences arising from the translation of
the \ufb01nancial statements of foreign operations.
21. Employee bene\ufb01ts
De\ufb01ned contribution pension plans
The Group operates several de\ufb01ned contribution pension plans. The total expense relating to
these plans in the current year was \u00a30.6m (FY22: \u00a30.6m). There was \u00a369,000 accruing to these
pension schemes as at 30\u00a0September 2023 (FY22: \u00a378,000).
Share-based payments
The Group had three share-based payment plans in effect in FY23, details of which are set out in
this note and the Directors\u2019 Remuneration Report.
Pre-admission awards
Pre-admission awards were granted to employees in January and February 2021 in advance of the
IPO. Pre-admission awards are subject to a three-year holding period subject to the recipient\u2019s
continued employment.
LTIP
The Long-term Incentive Plan (\u201cLTIP\u201d) is the primary long-term incentive plan for approximately
130 employees within the Group. Under the plan, annual nil-cost awards, based on a percentage
of salary, may be offered. It is expected that these awards will normally vest over a three-year
period subject to the recipient\u2019s continued employment at the date of vesting and, for Executive
Directors, the satisfaction of performance conditions to be measured over three \ufb01nancial years.
LA LTIP
Nil-cost awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on
1\u00a0October 2021. These awards will vest over a range from one to six-year period subject to the
recipient\u2019s continued employment at the date of vesting.
SIP and ESPP
The Group operates a Share Incentive Plan (\u201cSIP\u201d) and Employee Stock Purchase Plan (\u201cESPP\u201d) in which all employees, including Executive Directors, are eligible to participate. The plans were approved
by shareholders in 2021 and implemented with effect from 1\u00a0November 2021.
UK participants in the SIP may invest up to \u00a31,800 of their pre-tax salary each year to purchase shares in the Company. For each share acquired, the Company purchases a matching share. Employees must
remain with the Group for three years from the date of purchase of each Partnership Share in order to qualify for the matching share, and for \ufb01ve years for the shares to be transferred to them tax free. The
employee is entitled to dividends on shares purchased, and to vote at shareholder meetings. There is a similar scheme for employees in Germany. US participants in the ESPP may contribute a portion of
their monthly salary over six-month periods up to a maximum of $12,500. At the end of the period, the employee has the option to withdraw their accumulated funds or purchase shares at a price equal
to\u00a085% of the lower of the market prices prevailing at the beginning or end of the period. Employees purchased 50,184 (FY22: 9,354) shares of the Company at a weighted average exercise price of \u00a35.89.
Deferred bonus \u2013 equity se\ue001led
The Deferred Share Bonus Plan (\u201cDSBP\u201d) is a discretionary plan for Executive employees to defer a portion of their cash bonus into an award of shares. Of the annual incentive to Executive Directors,
25% is deferred into shares under the DSBP. Deferred shares must normally be held for a period of three years.
The share awards/options set out below are outstanding at 30 September 2023.
Share-based
payment expense
\u00a3000
Options at
1 October 2022
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2023
Number
Pre-admission awards
798
549,069
\u2013
\u2013
(65,503)
483,566
LTIP
4,884
1,043,047
919,954
(147,167)
(243,542)
1,572,292
LA LTIP
665
236,241
82,289
(39,820)
(107,532)
171,178
Deferred bonus \u2013 equity settled
79
8,636
19,187
\u2013
\u2013
27,823
SIP and ESPP
88
\u2013
14,343
\u2013
(1,672)
12,671
Payroll tax
514
n/a
n/a
n/a
n/a
n/a
Total
7,028
1,836,993
1,035,773
(186,987)
(418,249)
2,267,530
The share awards/options set out below are outstanding at 30 September 2022.
Share-based
payment expense
\u00a3000
Options at
1 October 2021
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2022
Number
Pre-admission awards
909
642,686
\u2013
\u2013
(93,617)
549,069
LTIP
2,530
483,641
706,757
(10,144)
(137,207)
1,043,047
LA LTIP
1,301
\u2013
242,174
\u2013
(5,933)
236,241
Deferred bonus \u2013 equity settled
33
\u2013
8,636
\u2013
\u2013
8,636
Payroll tax
453
n/a
n/a
n/a
n/a
n/a
Total
5,226
1,126,327
957,567
(10,144)
(236,757)
1,836,993
All share options outstanding are equity-settled and are options to subscribe for new ordinary shares of 0.01p each in the Company. The fair value is determined at the date of grant and is not
subsequently remeasured unless conditions on which the award was granted are modi\ufb01ed. The share options granted in the year have no market performance conditions associated with them and
so\u00a0fair value is deemed to be the share price at date of grant. The weighted average fair value per option granted during the year was \u00a37.49 (FY22: \u00a311.84). The resulting fair value which is expensed over
the service period is adjusted, based on management\u2019s best estimate, for a percentage of employees that will leave the Group.
The weighted average exercise price of the options granted, exercised and forfeited was \u00a3nil (FY22: \u00a3nil) and the market price at date of exercise was \u00a37.06 (FY22: \u00a39.50). The options outstanding at
30\u00a0September 2022 and 2023 had a weighted average exercise price of \u00a3nil (FY22: \u00a3nil) and a weighted average remaining contractual life of 1.1 years (FY22: 1.7 years). There are 18,850 share options
with a weighted average exercise price of \u00a3nil exercisable at 30 September 2023 (FY22: 6,072).
22. Financial instruments
The Group is exposed to risks that arise from its use of \ufb01nancial instruments. This note describes
the Group\u2019s objectives, policies and processes for managing those risks and the methods used to
measure them. The signi\ufb01cant accounting policies are disclosed in note 1.
Financial instruments by category
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Financial assets held at amortised cost
Trade and other receivables (excluding prepayments
and non-\ufb01nancial assets)
15,291
13,078
Cash and cash equivalents
8,539
51,817
23,830
64,895
Financial liabilities held at amortised cost
Trade and other payables (excluding non-\ufb01nancial liabilities)
(20,917)
(13,647)
Loans and borrowings
(121,830)
(180,845)
(142,747)
(194,492)
Financial risk management
The Group\u2019s activities and the existence of the above \ufb01nancial instruments expose it to a variety
of\u00a0\ufb01nancial risks. The Board has overall responsibility for the determination of the Group\u2019s risk
management objectives and policies. The overall objective of the Board is to set policies that seek
to reduce ongoing risk as far as possible without unduly affecting the Group\u2019s competitiveness
and \ufb02exibility.
The Group is exposed to the following \ufb01nancial risks:
Credit risk
The Group\u2019s exposure to credit risk arises from cash and cash equivalents, as well as outstanding
receivables (note 14).
The Group\u2019s cash and cash equivalents are all held on deposit with leading international banks
and\u00a0hence the Directors consider the credit risk\u00a0associated with such balances to be low. It is
the\u00a0Group\u2019s policy that banks and \ufb01nancial institutions only independently rated parties with a
minimum rating of \u2018A\u2019 are accepted. If a bank rating is downgraded the business is required to move
banks as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts
presented\u00a0in the Consolidated Statement of Financial Position in relation to the Group\u2019s trade
receivables are presented net of loss allowances. The Group measures loss allowances at an
amount equal to the lifetime ECL using both qualitative and quantitative information and analysis
based on the Group\u2019s historical experience and forward-looking information. During the year there
was a credit to the Consolidated Statement of Pro\ufb01t or Loss of \u00a30.1m (FY22: charge of \u00a30.2m) to
reduce the loss allowance.
The carrying amount of \ufb01nancial assets recorded in the \ufb01nancial statements, which is net of
impairment losses, represents the Group\u2019s maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group\u2019s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter dif\ufb01culty in meeting its \ufb01nancial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash \ufb02ow forecasts re\ufb02ecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has suf\ufb01cient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to \ufb01nance requirements.
The table below analyses the Group\u2019s \ufb01nancial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash \ufb02ows.
2023
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
121,830
123,290
13,391
109,899
\u2013
Trade and other payables
20,917
20,917
20,917
\u2013
\u2013
30 September 2023
142,747
144,207
34,308
109,899
\u2013
2022
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
(restated
1
)
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
180,845
182,673
31,342
151,331
\u2013
Trade and other payables
13,647
13,647
13,647
\u2013
\u2013
30 September 2022
194,492
196,320
44,989
151,331
\u2013
1 Restated due to calculation error in the FY22 Consolidated Financial Statements.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the pro\ufb01tability of
the\u00a0business. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against pound sterling have an
impact on both the result for the period and equity.
The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net foreign currency monetary liabilities
US dollars
(125,770)
(143,890)
Euros
124
1,888
The following table details the Group\u2019s sensitivity to a 10% (FY22: 10%) strengthening and
weakening in pound sterling against the US dollar and euro. The sensitivity analysis includes only
foreign currency denominated monetary items and adjusts their translation at the period end for
a\u00a010% change in foreign currency rates. Where pound sterling strengthens 10% (FY22: 10%) against
the relevant currency, a negative number below indicates an increase in pro\ufb01t in the Consolidated
Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity and a positive
number indicates a decrease in pro\ufb01t in the Consolidated Statement of Pro\ufb01t or Loss and the
Consolidated Statement of Changes in Equity. For a 10% (FY22: 10%) weakening in pound sterling
against the relevant currency, there would be an equal and opposite impact on the pro\ufb01t in the
Consolidated Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
US dollars
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
12,097
15,842
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
480
(1,953)
Euros
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
(8)
(3)
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
(4)
(183)
Deferred tax on unrealised foreign exchange differences arises from US holding companies with
pound sterling as their functional currency for the Consolidated Financial Statements but US
dollar functional currency under US tax rules (see note 9). Per the US tax basis these holding
companies incurred an unrealised foreign exchange loss of \u00a328.2m on intra-group loans
denominated in pound sterling totalling \u00a3295.6m (FY22: gain of \u00a361.9m). Unrealised foreign
exchange differences are not taxable until realised, giving rise to deferred tax. Movements in the
exchange rate of the US dollar against sterling have an impact on the result for the period. A 10%
strengthening or weakening in pound sterling against the US dollar would result in an decrease or
increase in the pro\ufb01t in the Consolidated Statement of Pro\ufb01t of Loss of \u00a319.9m (FY22: \u00a319.9m).Net investment hedge In June 2022, the Senior Term Facility was designated as a hedge of the net investment in the US
dollar denominated subsidiaries. There was no ineffectiveness recorded from the net investment
in foreign entity hedges.
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net investment hedge
Loans and borrowings
121,830
180,845
US dollar carrying amount of Senior Term Facility
$150,286
$183,000
Hedge ratio
1:1
1:1
Change in carrying amount of Senior Term Facility as a result of
foreign currency movements recognised in Consolidated Statement
of Pro\ufb01t or Loss and Other Comprehensive Income or Loss
11,841
(16,173)
Change in value of hedged item used to determine hedge effectiveness
(11,841)
16,173
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group
borrowed funds at \ufb02oating interest rates. There were loans of \u00a3121.8m outstanding at
30\u00a0September 2023 (FY22: \u00a3180.8m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For
\ufb02oating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the
reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the
Group\u2019s pro\ufb01t for the year ended 30 September\u00a02023 would increase or decrease by \u00a32.3m (FY22:
\u00a33.3m). This is mainly attributable to the Group\u2019s exposure on its variable rate Senior Term Facility
and Revolving Credit Facility.
Capital risk management
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as
a\u00a0going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Fair value of \ufb01nancial instruments
The fair value of \ufb01nancial assets and \ufb01nancial liabilities are determined in accordance with IFRS 13 \u201cFair Value Measurement\u201d as follows:
Level 1
The fair value of \ufb01nancial assets and \ufb01nancial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other \ufb01nancial assets and \ufb01nancial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash \ufb02ow
analysis using prices from observable current market transactions and dealer quotes for similar instruments.
Level 3
If one or more signi\ufb01cant inputs are not based on observable market data, the instrument is included in level 3.
There are no \ufb01nancial instruments classi\ufb01ed as level 3.
Financing activities
The movements in assets/(liabilities) arising from \ufb01nancing activities are as follows:
2023
1 October 2022
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2023
\u00a3000
Cash and cash equivalents
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Total \ufb01nancing assets
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Bank loans
(180,845)
\u2013
\u2013
(11,071)
58,511
11,575
(121,830)
Lease liabilities
(1,840)
(438)
\u2013
(2,079)
983
119
(3,255)
Total \ufb01nancing liabilities
(182,685)
(438)
\u2013
(13,150)
59,494
11,694
(125,085)
2022
1 October 2021
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2022
\u00a3000
Cash and cash equivalents
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Total \ufb01nancing assets
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Bank loans
(148,686)
\u2013
\u2013
(7,674)
7,283
(31,768)
(180,845)
Loan notes
(353)
\u2013
\u2013
(5)
359
(1)
\u2013
Contingent consideration
(2,794)
(17,889)
(1,849)
1,024
22,168
(660)
\u2013
Lease liabilities
(1,432)
(1,063)
\u2013
(204)
1,096
(237)
(1,840)
Total \ufb01nancing liabilities
(153,265)
(18,952)
(1,849)
(6,859)
30,906
(32,666)
(182,685)
Other non-cash movements include accrued \ufb01nance costs, amortisation of \ufb01nance costs, additions to lease liabilities and contingent consideration - equity portion.
23. Related party transactions
For the year ended 30 September 2023
The Group paid seven months\u2019 rent of $80,000 (\u00a364,000) to McQuade Enterprises LLC, a company
owned by the previous owners of ESN. There were other no related party transactions.
For the year ended 30 September 2022
There were no related party transactions.
Key management personnel compensation
The Group has determined that the key management personnel constitute the Board and the
members of the Senior Management Team.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Short-term employee bene\ufb01ts
3,182
4,600
Post-employment bene\ufb01ts
61
73
Share-based payment expense
3,908
3,062
Total key management personnel compensation
7,151
7,735
Remuneration of Directors
Further details of the Directors\u2019 remuneration and share options are set out in the Remuneration
Committee Report on pages 94 to 112. The total amounts for Directors\u2019 remuneration were
as\u00a0follows:
Year ended
30 September
2023
\u00a3000
Restated
1
Year ended
30 September
2022
\u00a3000
Short-term employee bene\ufb01ts
1,034
1,354
Non-Executive Directors\u2019 fees
334
284
Post-employment bene\ufb01ts
48
46
Share-based payment expense
1,624
1,152
Total Directors\u2019 remuneration
3,040
2,836
1 Short-term bene\ufb01ts restated to include annual bonuses.
24. Events a\ufb05er the balance sheet date
There were no other events after the balance sheet date.
25. List of subsidiaries
In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, the registered of\ufb01ce and the effective percentage of equity owned included in these Consolidated Financial
Statements at 30 September 2023 are disclosed below.
Subsidiary undertakings
Registered of\ufb01ce
Principal activity
Proportion held
ATG Media Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
ATG Nominees Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
ATG US Holdings Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Holding company
100%
ATG US Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Fluency Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Holdco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Midco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Mobility LLC
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
Auction Payment Network LLC
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Auction Technology Group Germany GmbH
Grosse Backerstrasse 9, 20095, Hamburg, Germany
Provision of auction trading software
100%
Auction Technology Group UK Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Bidspotter Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
LiveAuctioneers LLC
80 State Street, Albany, New York, 12207-2543, United States
Provision of auction trading software
100%
Metropress Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Provision of auction trading software
100%
Peddars Management Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Proxibid Inc.
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Proxibid UK Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Vintage Software LLC
221 Bolivar Street, Jefferson City, Missouri, 65101, United States
Provision of auction trading software
100%
All holdings of subsidiaries are of ordinary shares. In addition, there are 100% preference shares held in Auction Topco Limited.
The United Kingdom dormant companies listed above are exempt from preparing individual accounts and from \ufb01ling with the registrar individual accounts by virtue of Section 394 and 448 of the
Companies Act 2006 respectively.
For the year ended 30 September 2023, the following subsidiary undertakings of the Group were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of the Companies Act 2006.
Company
Company registration number
ATG Media Holdings Limited
06521301
Auction Bidco Limited
12401140
Auction Holdco Limited
12400986
Auction Midco Limited
12400881
Auction Technology Group UK Holdings Limited
06636047
Auction Topco Limited
12400807
Proxibid UK Limited
09023785
Turner Bidco Limited
08968359
Turner Topco Limited
08968154",
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The Company is a public company limited by shares and is registered in England and Wales. The
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United Kingdom.
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"f16761": {
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"f16762": {
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"f16765": {
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},
"f16766": {
"value": "England and Wales",
"dimensions": {
"concept": "ifrs-full:PrincipalPlaceOfBusiness",
"language": "en",
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"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
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},
"f16768": {
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},
"f16772": {
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},
"f16785": {
"value": "Basis of preparation The Consolidated Financial Statements consolidate those of the Company and its subsidiaries
(together referred to as the \u201cGroup\u201d). The parent Company accounts present information about
the entity and not about its Group.
The Consolidated Financial Statements have been prepared and approved by the Directors in
accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and with
the\u00a0requirements of the Companies Act 2006. The Company has elected to prepare its parent
Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (\u201cFRS 101\u201d) and the Companies Act 2006; these are presented on
pages\u00a0160\u00a0to 163.
The Consolidated Financial Statements have been prepared under the historical cost convention,
except for certain \ufb01nancial instruments which have been measured at fair value. All accounting
policies set\u00a0out below have been applied consistently to all periods presented in these
Consolidated Financial Statements.
New and amended accounting standards effective during the year
The following amended standards and interpretations were effective during the year:
\u2022
Amendments to IAS 16: Property, Plant and Equipment: proceeds before intended use
\u2022
IAS 37: Onerous Contracts: costs of ful\ufb01lling a contract
\u2022
Annual Improvements to IFRS Standards 2018-2020
\u2022
Amendments to IFRS 3: Business Combinations: reference to conceptual framework
The adoption of the standards and interpretations has not led to any changes to the Group\u2019s
accounting policies or had any other material impact on the \ufb01nancial position or performance
of\u00a0the Group.
New standards, interpretations and amendments issued but not yet effective
The following new accounting standards, amendments and interpretations to accounting
standards have been issued but these are not mandatory for 30 September 2023 and they have
not been adopted early by the Group:
\u2022
IFRS 17: Insurance Contracts
\u2022
Amendments to IAS 1: Classi\ufb01cation of liabilities as current and non-current
\u2022
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
\u2022
Amendments to IAS 8: De\ufb01nition of accounting estimates
\u2022
Amendments to IAS 12: Deferred Tax related to assets and liabilities arising from a single
transaction
The Directors anticipate that the adoption of planned standards and interpretations in future
periods will not have a material impact on the Consolidated Financial Statements of the Group.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16791": {
"value": "The Consolidated Financial Statements have been prepared and approved by the Directors in accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and with
the\u00a0requirements of the Companies Act 2006.",
"dimensions": {
"concept": "ifrs-full:StatementOfIFRSCompliance",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16804": {
"value": "New and amended accounting standards effective during the year The following amended standards and interpretations were effective during the year:
\u2022
Amendments to IAS 16: Property, Plant and Equipment: proceeds before intended use
\u2022
IAS 37: Onerous Contracts: costs of ful\ufb01lling a contract
\u2022
Annual Improvements to IFRS Standards 2018-2020
\u2022
Amendments to IFRS 3: Business Combinations: reference to conceptual framework
The adoption of the standards and interpretations has not led to any changes to the Group\u2019s
accounting policies or had any other material impact on the \ufb01nancial position or performance
of\u00a0the Group.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16820": {
"value": "New standards, interpretations and amendments issued but not yet effective The following new accounting standards, amendments and interpretations to accounting
standards have been issued but these are not mandatory for 30 September 2023 and they have
not been adopted early by the Group:
\u2022
IFRS 17: Insurance Contracts
\u2022
Amendments to IAS 1: Classi\ufb01cation of liabilities as current and non-current
\u2022
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
\u2022
Amendments to IAS 8: De\ufb01nition of accounting estimates
\u2022
Amendments to IAS 12: Deferred Tax related to assets and liabilities arising from a single
transaction
The Directors anticipate that the adoption of planned standards and interpretations in future
periods will not have a material impact on the Consolidated Financial Statements of the Group.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16841": {
"value": "Going concern The Directors are required to assess going concern at each reporting period. The Directors have
undertaken the going concern assessment for the Group for a minimum of 12 months from the
date of signing these \ufb01nancial statements. The Directors have assessed the Group\u2019s prospects,
both as a going concern and its longer-term viability as set out on page 34. After considering the
current \ufb01nancial projections, the bank facilities available and then applying severe but plausible
sensitivities, the Directors of the Company are satis\ufb01ed that the Group has suf\ufb01cient resources
for\u00a0its operational needs and will remain in compliance with the \ufb01nancial covenants in its bank
facilities for at least the next 12 months from the date of approving these Consolidated Financial
Statements. The process and key judgements in coming to this conclusion are set out below:
Liquidity
The Group entered into the Senior Facilities Agreement on 17 June 2021 which included the Senior
Term Facility for $204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition of LiveAuctioneers
on 1 October 2021. During the year ended 30 September 2023, a prepayment of $53.7m (\u00a348.0m)
was paid on the Senior Term Facility. In the absence of any other prepayments, the next scheduled
repayment would be $7.4m on 30 June 2024. The loan will be due for repayment on 17 June 2026.
At 30 September 2023 the loan was subject to interest at a margin of 3.00% over US SOFR. In
addition, the Group has a multi-currency revolving credit working capital facility (the \u201cRCF\u201d) for
$49.0m. Any sums outstanding under the RCF will be due for repayment on 17 June 2026. On
1\u00a0February 2023, $26.3m (\u00a321.3m) was drawn down to partly fund the acquisition of ESN (see note
11), which has been repaid in full as at 30 September 2023. As at 30 September 2023 the Group has
adjusted net debt of \u00a3115.7m and is in a net current liability position.
Covenants
The Group is subject to covenant tests on the Senior Term Facility, with the most sensitive
covenant being the net leverage ratio covenant adjusted net debt: trailing 12-month adjusted
EBITDA. The net leverage ratio covenant was a maximum of 4.0x, which reduced to 3.5x in Q2
FY23, was 3.0x at 30 September 2023 and will reduce to 2.75x in Q4 FY24. Under the base case
forecasts and each of the downside scenarios, including the combined downside scenario,
the\u00a0Group is forecast to be in compliance with the covenants and have cash headroom, without
applying mitigating actions which could be implemented such as reducing capital expenditure
spend. At 30 September 2023, the net leverage ratio was 1.8x compared to the limit of 3.0x and
therefore the Group was comfortably within the covenant.
Scenario planning
The Directors have undertaken the going concern assessment for the Group, taking into
consideration the Group\u2019s business model, strategy, and principal and emerging risks. As part of the
going concern review the Directors have reviewed the Group\u2019s forecasts and projections, assessed
the headroom on the Group\u2019s facilities and the banking covenants. This has been considered under a
base case and several plausible but severe downside scenarios, taking into consideration the Group\u2019s
principal risks and uncertainties. These scenarios include signi\ufb01cant reduction in commission
revenue due to THV reduction, signi\ufb01cant reduction in commission revenue due to conversion rate
decline and lower revenue growth from value-added services across the Group. None of these
scenarios individually or collectively threaten the Group\u2019s ability to continue as a going concern. Even
in the combined downside scenario modelled (the combination of all downside scenarios occurring
at once) the Group would be able to operate within the level of its current available debt facilities
and covenants. Accordingly, the Directors continue to adopt the going concern basis in preparing
the\u00a0Consolidated Financial Statements for\u00a0the year ended 30 September 2023.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoingConcernExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16947": {
"value": "Basis of consolidation The Consolidated Financial Statements consist of the \ufb01nancial statements of the ultimate parent
Company and all entities controlled by the Company. Control is achieved where the Company has
the power to govern the \ufb01nancial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the ability to use its power to affect
its returns. The results of subsidiaries acquired or sold are included in the Consolidated Financial
Statements from the date on which control commences until the date on which control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Employee Bene\ufb01t Trust
The assets and liabilities of the Employee Bene\ufb01t Trust have\u00a0been included in the Consolidated
Financial Statements. Any assets held by the Employee Bene\ufb01t Trust cease to be recognised on
the Consolidated Statement of Financial Position when the assets vest unconditionally in
identi\ufb01ed bene\ufb01ciaries.
The costs of purchasing own shares held by the Employee Bene\ufb01t Trust are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity. Neither the
purchase nor sale of own shares leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in pro\ufb01t or loss as incurred.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identi\ufb01able intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in\u00a0fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and\u00a0circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classi\ufb01ed. Contingent consideration that is classi\ufb01ed as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in pro\ufb01t or loss.
If the accounting for business combinations involves provisional amounts, which are \ufb01nalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16966": {
"value": "Business combinations The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in pro\ufb01t or loss as incurred.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identi\ufb01able intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in\u00a0fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and\u00a0circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classi\ufb01ed. Contingent consideration that is classi\ufb01ed as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in pro\ufb01t or loss.
If the accounting for business combinations involves provisional amounts, which are \ufb01nalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f16967": {
"value": "Business combinations The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in pro\ufb01t or loss as incurred.
At the acquisition date, the identi\ufb01able assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identi\ufb01able intangible assets.
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in\u00a0fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and\u00a0circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classi\ufb01ed. Contingent consideration that is classi\ufb01ed as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in pro\ufb01t or loss.
If the accounting for business combinations involves provisional amounts, which are \ufb01nalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.Goodwill Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17039": {
"value": "Foreign currency Functional currency
The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US\u00a0holding companies, is measured using the currency of the primary economic environment in
which the entity operates. The US holding companies in FY23 which had a functional currency of
pound sterling include ATG US Holdings Limited and ATG US Holdings Inc. (formerly named ATG
Media US Inc.), Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate Inc., Platinum
Purchaser Inc. and LiveAuctioneers Inc.
Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency at the
exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated into pound sterling at the rates of exchange at the reporting date.
Gains and losses arising on foreign currency borrowings, to the extent that they are used to provide
a\u00a0hedge against the Group\u2019s equity investments in overseas undertakings, are taken to other
comprehensive income together with the exchange difference arising on the net investment in those
undertakings. All other exchange differences on monetary items are taken to pro\ufb01t and loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into pound sterling
at the rate of exchange prevailing at the reporting date and their statements of pro\ufb01t or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in a foreign currency translation
reserve. On disposal of a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in pro\ufb01t or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the acquisition closing rate. This is then revalued
at the year-end rate with any foreign exchange difference taken directly to the translation reserve.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17042": {
"value": "Functional currency The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US\u00a0holding companies, is measured using the currency of the primary economic environment in
which the entity operates. The US holding companies in FY23 which had a functional currency of
pound sterling include ATG US Holdings Limited and ATG US Holdings Inc. (formerly named ATG
Media US Inc.), Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate Inc., Platinum
Purchaser Inc. and LiveAuctioneers Inc.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17061": {
"value": "On consolidation, the assets and liabilities of foreign operations are translated into pound sterling at the rate of exchange prevailing at the reporting date and their statements of pro\ufb01t or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in a foreign currency translation
reserve. On disposal of a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in pro\ufb01t or loss.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17074": {
"value": "Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. Depreciation is charged to the Consolidated
Statement of Pro\ufb01t or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight line
Computer equipment
3 to 5 years straight line
Fixtures and \ufb01ttings
3 to 5 years straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the net sale proceeds and the carrying amount of the asset and is recognised in the
Consolidated Statement of Pro\ufb01t or Loss.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17079": {
"value": "Depreciation is charged to the Consolidated Statement of Pro\ufb01t or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight line
Computer equipment
3 to 5 years straight line
Fixtures and \ufb01ttings
3 to 5 years straight lineA corresponding right of use asset is recognised, equivalent to the value of the lease liability, which is depreciated in a straight line over the shorter of the useful economic life of the
asset and the lease term. The depreciation is recognised as an administrative expense within
overheads.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17096": {
"value": "Intangible assets Identi\ufb01able intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Internally generated intangible assets
Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
\u2022
technical feasibility of the completed intangible asset has been established;
\u2022
it can be demonstrated that the asset will generate probable future economic bene\ufb01ts;
\u2022
adequate technical, \ufb01nancial and other resources are available to complete the development;
\u2022
the expenditure attributable to the intangible asset can be reliably measured; and
\u2022
management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within the Group. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the con\ufb01guration and capitalisation
of\u00a0SaaS projects when it is able to obtain economic bene\ufb01ts from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is only amortised over the period the Group
is\u00a0expected to bene\ufb01t and is subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of\u00a0sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Pro\ufb01t or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
inde\ufb01nite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17097": {
"value": "Intangible assets Identi\ufb01able intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.Internally generated intangible assets Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
\u2022
technical feasibility of the completed intangible asset has been established;
\u2022
it can be demonstrated that the asset will generate probable future economic bene\ufb01ts;
\u2022
adequate technical, \ufb01nancial and other resources are available to complete the development;
\u2022
the expenditure attributable to the intangible asset can be reliably measured; and
\u2022
management has the ability and intention to use or sell the asset.
These projects are designed to enhance the existing software within the Group. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the con\ufb01guration and capitalisation
of\u00a0SaaS projects when it is able to obtain economic bene\ufb01ts from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is only amortised over the period the Group
is\u00a0expected to bene\ufb01t and is subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of\u00a0sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Pro\ufb01t or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
inde\ufb01nite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of non-\ufb01nancial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to\u00a0determine the extent of the impairment loss (if any). Where the asset does not generate cash
\ufb02ows that are independent from other assets, the Group estimates the recoverable amount of
the\u00a0CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax
discount rate that re\ufb02ects current market assessments of the time value of money and the risks
speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in pro\ufb01t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Pro\ufb01t or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17104": {
"value": "Goodwill Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17106": {
"value": "Goodwill Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group\u2019s cash-generating
units (\u201cCGUs\u201d) expected to bene\ufb01t from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is\u00a0less than the carrying amount of the unit, the impairment loss is allocated \ufb01rst to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.Impairment of non-\ufb01nancial assets (excluding goodwill) At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to\u00a0determine the extent of the impairment loss (if any). Where the asset does not generate cash
\ufb02ows that are independent from other assets, the Group estimates the recoverable amount of
the\u00a0CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax
discount rate that re\ufb02ects current market assessments of the time value of money and the risks
speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in pro\ufb01t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Pro\ufb01t or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17210": {
"value": "Impairment of non-\ufb01nancial assets (excluding goodwill) At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to\u00a0determine the extent of the impairment loss (if any). Where the asset does not generate cash
\ufb02ows that are independent from other assets, the Group estimates the recoverable amount of
the\u00a0CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash \ufb02ows are discounted to their present value using a pre-tax
discount rate that re\ufb02ects current market assessments of the time value of money and the risks
speci\ufb01c to the asset for which the estimates of future cash \ufb02ows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in pro\ufb01t or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Pro\ufb01t or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17237": {
"value": "Cash and cash equivalents, and restricted cash Cash and cash equivalents include cash in hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less.
Restricted cash includes cash held by the Group which can only be used to exchange or settle a
speci\ufb01c liability in the future and cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17242": {
"value": "Restricted cash includes cash held by the Group which can only be used to exchange or settle a speci\ufb01c liability in the future and cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17247": {
"value": "Financial instruments Recognition, initial measurement and derecognition
Financial assets and \ufb01nancial liabilities are recognised when the Group\u00a0becomes a party to the
contractual provisions of the \ufb01nancial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through pro\ufb01t or loss which are
measured initially at fair value. Subsequent measurement of \ufb01nancial assets and \ufb01nancial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash \ufb02ows from the \ufb01nancial
asset expire, or when the \ufb01nancial asset and all substantial risks and rewards are transferred. A
\ufb01nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classi\ufb01cation and subsequent measurement of \ufb01nancial assets
For the purpose of subsequent measurement, the Group classi\ufb01es its \ufb01nancial assets into the
following categories: \ufb01nancial assets at amortised cost, \ufb01nancial assets at fair value through pro\ufb01t
or loss (\u201cFVTPL\u201d) and \ufb01nancial assets at fair value through other comprehensive income (\u201cFVTOCI\u201d).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated
Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.
Classi\ufb01cation and subsequent measurement of \ufb01nancial liabilities
The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.
All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are
reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on \ufb01rm
commitments are accounted for as cash \ufb02ow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash \ufb02ows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
\u2022
there is an economic relationship between the hedged item and the hedging instrument;
\u2022
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
\u2022
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer quali\ufb01es for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Pro\ufb01t or Loss on disposal of the foreign operation.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17250": {
"value": "Recognition, initial measurement and derecognition Financial assets and \ufb01nancial liabilities are recognised when the Group\u00a0becomes a party to the
contractual provisions of the \ufb01nancial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through pro\ufb01t or loss which are
measured initially at fair value. Subsequent measurement of \ufb01nancial assets and \ufb01nancial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash \ufb02ows from the \ufb01nancial
asset expire, or when the \ufb01nancial asset and all substantial risks and rewards are transferred. A
\ufb01nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognisingDifferenceBetweenFairValueAtInitialRecognitionAndAmountDeterminedUsingValuationTechniqueExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17258": {
"value": "Financial assets are derecognised when the contractual rights to the cash \ufb02ows from the \ufb01nancial asset expire, or when the \ufb01nancial asset and all substantial risks and rewards are transferred. A
\ufb01nancial liability is derecognised when it is extinguished, discharged, cancelled or expires.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17265": {
"value": "Classi\ufb01cation and subsequent measurement of \ufb01nancial assets For the purpose of subsequent measurement, the Group classi\ufb01es its \ufb01nancial assets into the
following categories: \ufb01nancial assets at amortised cost, \ufb01nancial assets at fair value through pro\ufb01t
or loss (\u201cFVTPL\u201d) and \ufb01nancial assets at fair value through other comprehensive income (\u201cFVTOCI\u201d).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated
Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17271": {
"value": "Financial assets at amortised cost Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated
Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLoansAndReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17274": {
"value": "Financial assets at amortised cost are non-derivative \ufb01nancial assets with \ufb01xed or determinable payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group\u2019s cash and cash equivalents,
trade and most other receivables fall into this category of \ufb01nancial instruments.
The Group recognises a loss allowance for expected credit losses (\u201cECL\u201d) on \ufb01nancial assets
that\u00a0are measured at amortised cost. The amount of expected credit losses is updated at
each\u00a0reporting date to re\ufb02ect changes in credit risk since initial recognition of the respective
\ufb01nancial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these \ufb01nancial assets are
estimated using a provision matrix based on the Group\u2019s historical credit loss experience, adjusted
for factors that are speci\ufb01c to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17330": {
"value": "All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17331": {
"value": "All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForInterestIncomeAndExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17332": {
"value": "All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.The unwinding of the discount on the present value of the lease liability is recognised as a \ufb01nance charge over the lease term.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceCostsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17333": {
"value": "All income and expenses relating to \ufb01nancial assets that are recognised in the Consolidated Statement of Pro\ufb01t or Loss are presented within \ufb01nance costs or \ufb01nance income, except for
impairment of trade receivables which is presented within other administrative expenses.All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.The unwinding of the discount on the present value of the lease liability is recognised as a \ufb01nance charge over the lease term.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinanceIncomeAndCostsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17347": {
"value": "Classi\ufb01cation and subsequent measurement of \ufb01nancial liabilities The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.
All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are
reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17348": {
"value": "Classi\ufb01cation and subsequent measurement of \ufb01nancial liabilities The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.
All interest-related charges and, if applicable, changes in an instrument\u2019s fair value that are
reported in the Consolidated Statement of Pro\ufb01t or Loss are included within \ufb01nance costs or
\ufb01nance income.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17352": {
"value": "The Group\u2019s \ufb01nancial liabilities include borrowings and trade and other\u00a0payables. Financial liabilities are measured at amortised cost using the effective interest method, except for
\ufb01nancial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Pro\ufb01t or Loss.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17376": {
"value": "Hedge accounting The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on \ufb01rm
commitments are accounted for as cash \ufb02ow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash \ufb02ows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
\u2022
there is an economic relationship between the hedged item and the hedging instrument;
\u2022
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
\u2022
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer quali\ufb01es for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Pro\ufb01t or Loss on disposal of the foreign operation.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForHedgingExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17377": {
"value": "Hedge accounting The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on \ufb01rm
commitments are accounted for as cash \ufb02ow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash \ufb02ows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
\u2022
there is an economic relationship between the hedged item and the hedging instrument;
\u2022
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
\u2022
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer quali\ufb01es for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Pro\ufb01t or Loss on disposal of the foreign operation.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17409": {
"value": "Revenue recognition The Group recognises revenue when it has transferred the promised services to customers in
an\u00a0amount that re\ufb02ects the consideration to which they expect to be entitled in exchange for
those services.
Marketplace revenues
Marketplace revenues include commissions (based on a percentage of the price of items sold at
auction), auction fees (both pay-as-you-go and subscription based), value-added services, digital
marketing and advertising and auction-related services.
Commission fees
The Group recognises commission fees as an agent on the basis that there is no contractual
relationship with the end-consumer of goods sold at auction and the Group will receive its
commission irrespective of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go contracts (see below) is based
on the value of the items sold at auction and as such is subject to inherent uncertainty and
cannot be estimated reliably in advance. The Group has determined that it is not possible to make
a reliable estimate of the commissions that will be earned under a particular contract and as such
the commission element of auction revenue is not recognised until the auction has completed
and the revenue value is known.
Auction \ufb01xed fees
Contracts will typically specify an event (pay-as-you-go) or period of time during which the auction
house may host a number of events (subscription) as well as other auction-related services.
Auction \ufb01xed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services speci\ufb01ed
in\u00a0the contract for that period of time, are recognised straight-line over the term of the contract.
This recognition re\ufb02ects the fact that the contract allows for continuous usage of the technology
platform and its functionality together with any auction-related services.
Auction \ufb01xed fees sold under pay-as-you-go contracts result in a performance obligation that
is\u00a0satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
Value-added services
Value-added services include payments and shipping. The transaction price is the agreed fee
between the marketplace and the customer and is recognised at a point in time when control
of\u00a0the promised services is transferred to the customer. The services are a distinct performance
obligation based on the capability of being separately identi\ufb01ed (optional) service and providing the
customer a service that can be used on its own. The revenue recognised is the full fees received as
the Group is acting as principal in the process. The Group has primary responsibility for ful\ufb01lling the
service to the customer and has sole discretion in establishing the prices. The expenses for the
fees paid to the other parties involved in the process are recognised separately within cost of sales.
Digital marketing and advertising
Marketing revenues are principally derived from banner advertising and fees generated from email
campaigns. Revenue is recognised in line with the satisfaction of the campaign objectives (i.e. at the
point that the campaign emails are sent or over the period that the banner is provided on the website).
Auction-related services
Auction-related services include mirrored bidding, customer support, buy-it-now functionality,
online cataloguing and the provision of personnel to operate the auction. These contracts are
deemed to represent a single performance obligation, on the basis that the customer could not
bene\ufb01t from the auction-related services without also having access to the auction platform,
and\u00a0therefore are not distinct performance obligations.
Auction services revenues
For back-of\ufb01ce and software technology products, auction revenues sold under
subscription-based contracts, in which the performance obligation is the provision of access to
the technology platform and any auction-related services speci\ufb01ed in the contract for that period
of time, are recognised straight-line over the term of the contract. This recognition re\ufb02ects the
fact that the contract allows for continuous usage of the technology platform and its functionality
together with any auction-related services.
Auction revenues sold under pay-as-you-go contracts result in a performance obligation that is
satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within\u00a0one to three days, the Group recognises revenue on completion of the auction.
Content-related services
Content-related services primarily include print and digital advertising revenues and subscriptions
to the Antiques Trade Gazette.
The Group identi\ufb01ed one performance obligation for print advertising services which is to include the
advert in a particular edition of the Antiques Trade Gazette. The performance obligation is satis\ufb01ed
and revenue is recognised at the point that the magazine is published. Where the advert is featured in
a number of editions, the performance obligation is satis\ufb01ed over the period that the advertisement
is featured. Revenue is recognised evenly over the period that the advertisement is featured.
For magazine subscriptions, customers receive a speci\ufb01ed number of editions during the
subscription period. Revenue is recognised evenly over the subscription period.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract
assets represent revenue recognised prior to invoicing when it has satis\ufb01ed its performance
obligation and has the unconditional right to payment.
Contract liabilities consist of fees received related to unsatis\ufb01ed performance obligations at the
end of the period.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17419": {
"value": "Commission fees The Group recognises commission fees as an agent on the basis that there is no contractual
relationship with the end-consumer of goods sold at auction and the Group will receive its
commission irrespective of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go contracts (see below) is based
on the value of the items sold at auction and as such is subject to inherent uncertainty and
cannot be estimated reliably in advance. The Group has determined that it is not possible to make
a reliable estimate of the commissions that will be earned under a particular contract and as such
the commission element of auction revenue is not recognised until the auction has completed
and the revenue value is known.
Auction \ufb01xed fees
Contracts will typically specify an event (pay-as-you-go) or period of time during which the auction
house may host a number of events (subscription) as well as other auction-related services.
Auction \ufb01xed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services speci\ufb01ed
in\u00a0the contract for that period of time, are recognised straight-line over the term of the contract.
This recognition re\ufb02ects the fact that the contract allows for continuous usage of the technology
platform and its functionality together with any auction-related services.
Auction \ufb01xed fees sold under pay-as-you-go contracts result in a performance obligation that
is\u00a0satis\ufb01ed by providing access for the duration of that speci\ufb01c auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForFeeAndCommissionIncomeAndExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17522": {
"value": "Taxation Tax on the pro\ufb01t or loss for the year comprises current and deferred tax. Tax is recognised in the
Consolidated Statement of Pro\ufb01t or Loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and
laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in\u00a0respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets
and\u00a0liabilities for \ufb01nancial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable pro\ufb01t other than in a
business combination; and differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or
substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable pro\ufb01ts will be available against which the asset can be
utilised. The carrying amounts of deferred tax assets are reviewed at each reporting date.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17528": {
"value": "Current tax is the expected tax payable on the taxable income for the year, using tax rates and laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in\u00a0respect of previous years.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17534": {
"value": "Deferred tax is provided on temporary differences between the carrying amounts of assets and\u00a0liabilities for \ufb01nancial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable pro\ufb01t other than in a
business combination; and differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or
substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable pro\ufb01ts will be available against which the asset can be
utilised. The carrying amounts of deferred tax assets are reviewed at each reporting date.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17549": {
"value": "Employee bene\ufb01ts Short-term bene\ufb01ts
Short-term employee bene\ufb01t obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A provision is recognised for the amount expected
to\u00a0be paid under short-term cash bonus if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
De\ufb01ned contribution plans
Obligations for contributions to de\ufb01ned contribution pension plans are recognised as an expense
in the Consolidated Statement of Pro\ufb01t or Loss as incurred.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17562": {
"value": "Share-based payments The Group measures the cost of services received in exchange for share options based on the
grant-date fair value of the award and recognises the cost over the period of required service for
the award. The Group accounts for awards of shares to employees as share-based compensation
as they vest with a corresponding credit to reserve for share-based payments. The fair value of
options is calculated using an option pricing model.
The number of options expected to vest is reviewed and adjusted at the end of each reporting
period such that the amount recognised for services received as consideration for the equity
instruments granted shall be based on the number of equity instruments that eventually vest.
Upon the exercise of share options, any proceeds received from share option holders are recorded
as an increase to share capital.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17609": {
"value": "Leases The Group\u2019s leases predominantly relate to property, mainly of\ufb01ces, however the Group\u2019s lease
portfolio also includes other assets such as motor vehicles and computer equipment.
The Group recognises all leases on the Consolidated Statement of Financial Position, apart from
in cases where the lease is for a period of less than 12 months or is for an asset with a low value.
Low-value and short-term leases continue to be charged to the Consolidated Statement of Pro\ufb01t
and Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease payments, determined using
the implicit interest rate in the lease where available, or using an incremental borrowing rate
appropriate to the subsidiary and lease term where an implicit interest rate is not available or
appropriate. A corresponding right of use asset is recognised, equivalent to the value of the lease
liability, which is depreciated in a straight line over the shorter of the useful economic life of the
asset and the lease term. The depreciation is recognised as an administrative expense within
overheads. The unwinding of the discount on the present value of the lease liability is recognised
as a \ufb01nance charge over the lease term. Rent payments are used to reduce the lease liability and
are disclosed as debt repayments in the Consolidated Statement of Cash Flows. Lease terms
include any options to extend when it is reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase
or\u00a0extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17650": {
"value": "2. Signi\ufb01cant judgements and key sources of estimation uncertainty
The preparation of the Group\u2019s Consolidated Financial Statements requires the use of certain
judgements, estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses.
Estimates and judgements are evaluated continually, and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the\u00a0circumstances.
Key estimation uncertainties are the key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date that may have a signi\ufb01cant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next period.
Changes in accounting estimates may be necessary if there are changes in the circumstances on
which the estimates were based, or as a result of new information or more experience.
Signi\ufb01cant judgements are those that the Group has made in the process of applying the Group\u2019s
accounting policies and that have the most signi\ufb01cant effect on the amounts recognised in the
\ufb01nancial statements.
The signi\ufb01cant judgements and key sources of estimation uncertainty disclosed in the annual
\ufb01nancial statements for the year ended 30 September 2022 which are no longer applicable are:
\u2022
Impairment of goodwill (estimate); and
\u2022
LiveAuctioneers consideration (judgement).
For the year ended 30 September 2023, there are no key sources of estimation uncertainty and
the signi\ufb01cant judgements are detailed below:
Goodwill and other intangible assets arising from business combinations
The purchase price of an acquired company is allocated between intangible assets and the net
tangible assets of the acquired business with the residual amount of the purchase price recorded
as goodwill. The determination of the value of the intangible assets requires signi\ufb01cant judgements
and estimates to be made by management. These judgements can include, but are not limited to,
the cash \ufb02ows that an asset is expected to generate in the future and the appropriate weighted
average cost of capital. Of the intangibles acquired, the customer relationship balances are
especially sensitive to changes in assumptions around discount rates and customer attrition
rates\u00a0(see note 11).
Judgement is also required in determining appropriate useful economic lives (\u201cUEL\u201d) of the
intangible assets arising from business combinations. Management makes this judgement on
an\u00a0asset class basis and has determined that contracts with customers have a UEL of two to
14\u00a0years; brands have a UEL of \ufb01ve to 15 years; software has a UEL of three to 10 years; and
non-compete agreements have a UEL of four years.
Functional currency of subsidiaries
There is an element of judgement required when assessing the functional currency of each
subsidiary against the requirements and guidance of IAS21 \u201cThe Effects of Changes in Foreign
Exchange Rates\u201d, in particular for intermediate holding companies. There were seven US holding
companies within the Group that have a pound sterling functional currency. However, under US tax
rules, their tax functional currency is US dollars. The US tax basis for these holding companies for
the year ending 30 September 2023 included an unrealised foreign exchange loss of \u00a328.2m (FY22:
gain of \u00a361.9m) on intra-group loans totalling \u00a3295.6m (FY22: loans of \u00a3295.6m). Under US\u00a0tax
rules, foreign exchange gains and losses are not taxable until they are realised. On a consolidated
basis, with the pound sterling functional currency applied for these US holding companies there
was no foreign exchange gain recognised in the Consolidated Financial Statements.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17855": {
"value": "Exceptional operating items The Group applies judgement in identifying signi\ufb01cant items of income and expenditure that are
disclosed separately from other administrative expenses as exceptional where, in the judgement
of the Directors, they need to be disclosed separately by virtue of their nature or size in order to
obtain a clear and consistent presentation of the Group\u2019s ongoing business performance. Such
items could include, but may not be limited to, costs associated with business combinations,
gains and losses on the disposal of businesses, signi\ufb01cant reorganisation or restructuring costs
and impairment of goodwill and acquired intangible assets. Any item classi\ufb01ed as an exceptional
item will be signi\ufb01cant and not attributable to ongoing operations and will be subject to speci\ufb01c
quantitative and qualitative thresholds set by and approved by the Directors prior to being
classi\ufb01ed as exceptional.
The exceptional operating items are detailed below:
\u00a0
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Acquisition costs
2,712
\u2013
Total exceptional operating items
2,712
\u2013
For the year ended 30 September 2023, the Group\u2019s exceptional operating costs were in respect of
the costs relating to the acquisition of ESN on 6\u00a0February 2023 (see note 11).
There were no exceptional operating items for the year ended 30 September 2022.
The business has undertaken focused acquisitive activity which has been strategically
implemented to increase income, service range and critical mass of the Group. Acquisition costs
comprise legal, professional, other consultancy expenditure incurred and retention bonuses for
ESN employees payable one year after completion. The retention bonus is subject to service
conditions and is being accrued over the period. The net cash out\ufb02ow related to exceptional
operating items in the period is \u00a31.5m (FY22: \u00a34.0m).Exceptional \ufb01nance items Exceptional \ufb01nance items include foreign exchange differences arising on the revaluation of the
foreign currency loans, intercompany and restricted cash, movements in contingent consideration
and costs incurred on the early repayment of loan costs. These exceptional \ufb01nance items are
excluded from adjusted earnings to provide readers with helpful additional information on the
performance of the business across periods because it is consistent with how the business
performance is reported and assessed by the Board.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForExceptionalItemsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f17895": {
"value": "Adjusted earnings excludes share-based payment expense, exceptional items (operating and \ufb01nance), amortisation of acquired intangible assets, and any related tax effects.Basic earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the
year, after excluding the weighted average number of non-vested ordinary shares.
Diluted earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable
to ordinary shareholders by the weighted average number of ordinary shares including
non-vested/non-exercised ordinary shares. During the year and prior year, the Group awarded
conditional share awards to Directors and certain employees through an LTIP (see note 21). For
FY22, the non-vested/non-exercised ordinary shares are anti-dilutive given the loss for the year
and are therefore excluded from the weighted average number of ordinary shares for the purpose
of diluted earnings per share calculation.",
"dimensions": {
"concept": "ifrs-full:DescriptionOfAccountingPolicyForEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18146": {
"value": "4. Operating segments The operating segments re\ufb02ect the Group\u2019s management and internal reporting structure, which
is used to assess both the performance of the business and to allocate resources within the
Group. The assessment of performance and allocation of resources is focused on the category
of\u00a0customer for each type of activity.
The Board has determined an operating management structure aligned around the four core
operations of the Group. ESN which was acquired in the period, has been allocated to the Art &
Antiques segment. This is on the basis that ESN traditionally includes items sold on Art & Antique
platforms and the purpose of the acquisition was to expand its Art & Antiques segment into an
attractive adjacent channel for the resale of second-hand items.
The four operating segments are as follows:
\u2022
Art & Antiques (\u201cA&A\u201d) marketplaces: focused on offering auction houses that specialise in
the\u00a0sale of arts and antiques access to the platforms thesaleroom.com, liveauctioneers.com,
lot-tissimo.com and EstateSales.NET. A signi\ufb01cant part of the Group\u2019s services is provision of
a\u00a0platform as a marketplace for the A&A auction houses to sell their goods. The segment also
generates earnings through additional services such as listing subscriptions, marketing income,
atgPay and atgShip. The Group contracts with customers predominantly under service
agreements, where the number of auctions to be held and the service offering differs from
client to client.
\u2022
Industrial & Commercial (\u201cI&C\u201d) marketplaces: focused on offering auction houses that specialise
in the sale of industrial and commercial goods and machinery access to the platforms
BidSpotter.com, BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer
surplus and retail returns. A signi\ufb01cant part of the Group\u2019s services is provision of the platform
as a marketplace for the I&C auction houses to sell their goods. The segment also generates
earnings through additional services such as marketing income and atgPay. The Group contracts
with customers predominantly under service agreements, where the number of auctions to be
held and the service offering differs from client to client.
\u2022
Auction Services: includes revenues from the Group\u2019s auction house back-of\ufb01ce products with
Auction Mobility and other white label products including Wavebid.com.
\u2022
Content: focused on the Antiques Trade Gazette paper and online magazine. The business
focuses on two streams of income: selling subscriptions of the Gazette and selling advertising
space within the paper and online. The Directors have disclosed information required by IFRS 8
for the Content segment despite the segment not meeting the reporting threshold.
There are no undisclosed or other operating segments.
An analysis of the results for the year by reportable segment is as follows:
Year ended 30 September 2023
A&A
\u00a3000
I&C
\u00a3000
Auction
Services
\u00a3000
Content
\u00a3000
Centrally
allocated
costs
\u00a3000
Total
\u00a3000
Revenue
65,624
58,223
8,300
3,078
\u2013
135,225
Adjusted EBITDA (see note 3 for
de\ufb01nition and\u00a0reconciliation)
53,941
49,897
5,216
1,116
(46,206)
63,964
Amortisation of intangible assets
(note 12)
(19,853)
(9,158)
(1,411)
\u2013
\u2013
(30,422)
Depreciation of property, plant
and\u00a0equipment (note 13)
(112)
(197)
(8)
(13)
\u2013
(330)
Depreciation of right of use assets
(note 17)
(554)
(279)
(8)
(55)
\u2013
(896)
Share-based payment expense
(note 21)
(1,491)
(1,764)
(84)
\u2013
(3,689)
(7,028)
Exceptional operating items (note 3)
(2,712)
\u2013
\u2013
\u2013
\u2013
(2,712)
Operating pro\ufb01t/(loss)
29,219
38,499
3,705
1,048
(49,895)
22,576
Net \ufb01nance costs (note 8)
\u2013
\u2013
\u2013
\u2013
(15,430)
(15,430)
Pro\ufb01t/(loss) before tax
29,219
38,499
3,705
1,048
(65,325)
7,146
Year ended 30 September 2022
A&A
\u00a3000
I&C
\u00a3000
Auction
Services
\u00a3000
Content
\u00a3000
Centrally
allocated
costs
\u00a3000
Total
\u00a3000
Revenue
55,279
52,775
8,636
3,156
\u2013
119,846
Adjusted EBITDA (see note 3 for
de\ufb01nition and\u00a0reconciliation)
45,777
45,629
6,090
1,089
(44,633)
53,952
Amortisation of intangible assets
(note 12)
(18,504)
(10,931)
(1,274)
\u2013
\u2013
(30,709)
Depreciation of property, plant
and\u00a0equipment (note 13)
(87)
(176)
(6)
(11)
\u2013
(280)
Depreciation of right of use assets
(note 17)
(475)
(381)
(13)
(51)
\u2013
(920)
Share-based payment expense
(note 21)
(1,848)
(893)
(3)
\u2013
(2,482)
(5,226)
Operating pro\ufb01t/(loss)
24,863
33,248
4,794
1,027
(47,115)
16,817
Net \ufb01nance costs (note 8)
\u2013
\u2013
\u2013
\u2013
(7,538)
(7,538)
Pro\ufb01t/(loss) before tax
24,863
33,248
4,794
1,027
(54,653)
9,279
Segment assets are measured in the same way as in the \ufb01nancial statements. These assets are
allocated based on the operations of the segment and the physical location of the asset.
30 September 2023
30 September 2022
Total
non-current
assets
\u00a3000
Additions
to non-
current
assets
\u00a3000
Total
non-current
assets
\u00a3000
Additions
to non-
current
assets
\u00a3000
By operating segment
A&A
483,977
38,188
506,484
395,683
I&C
187,313
5,986
199,504
58,829
Auction Services
27,939
350
31,704
201
Content
276
256
91
15
699,505
44,780
737,783
454,728
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
By geographical location
United Kingdom
57,960
65,954
USA
637,489
667,696
Germany
4,056
4,133
699,505
737,783
The Group has taken advantage of paragraph 23 of IFRS 8 \u201cOperating Segments\u201d and does not
provide segmental analysis of net assets as this information is not used by the Directors in
operational decision-making or monitoring of business performance.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18464": {
"value": "5. Revenue Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Product and customer types
A&A
65,624
55,279
I&C
58,223
52,775
Auction Services
8,300
8,636
Content
3,078
3,156
135,225
119,846
Primary geographical markets
by location of operations
United Kingdom
19,654
18,539
USA
111,637
97,765
Germany
3,934
3,542
135,225
119,846
by location of customer
United Kingdom
20,029
18,571
USA
102,138
89,055
Europe
7,049
6,648
Rest of world
6,009
5,572
135,225
119,846
Timing of transfer of goods and services
Point in time
122,559
110,539
Over time
12,666
9,307
135,225
119,846
The Group has recognised the following assets and liabilities related to contracts with customers:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
1 October
2021
\u00a3000
Contract assets
1,486
837
597
Contract liabilities
1,518
1,783
1,367
The following table shows how much of the revenue recognised in the current reporting period
relates to carried-forward contract liabilities:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Revenue recognised that was included in the contract
liabilities balance at the beginning of the year
1,452
1,258",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18465": {
"value": "5. Revenue Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Product and customer types
A&A
65,624
55,279
I&C
58,223
52,775
Auction Services
8,300
8,636
Content
3,078
3,156
135,225
119,846
Primary geographical markets
by location of operations
United Kingdom
19,654
18,539
USA
111,637
97,765
Germany
3,934
3,542
135,225
119,846
by location of customer
United Kingdom
20,029
18,571
USA
102,138
89,055
Europe
7,049
6,648
Rest of world
6,009
5,572
135,225
119,846
Timing of transfer of goods and services
Point in time
122,559
110,539
Over time
12,666
9,307
135,225
119,846
The Group has recognised the following assets and liabilities related to contracts with customers:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
1 October
2021
\u00a3000
Contract assets
1,486
837
597
Contract liabilities
1,518
1,783
1,367
The following table shows how much of the revenue recognised in the current reporting period
relates to carried-forward contract liabilities:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Revenue recognised that was included in the contract
liabilities balance at the beginning of the year
1,452
1,258",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRevenueFromContractsWithCustomersExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18588": {
"value": "6. Operating pro\ufb01t Operating pro\ufb01t is stated after charging/(crediting) the following:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Employment costs (note 7)
40,785
35,725
Amortisation of intangible assets (note 12)
\u2013 Acquired intangible assets
26,595
26,591
\u2013 Internally generated software
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Exceptional operating items (note 3)
2,712
\u2013
Net exchange differences
7
(56)
The total remuneration of the Group auditor and its af\ufb01liates for services to the Group is
analysed\u00a0below:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Fees payable for the Group\u2019s annual \ufb01nancial statements
897
628
Fees payable for other assurance services:
\u2013 Interim review
100
100
\u2013 Non-audit fees
10
365
Total auditor\u2019s remuneration
1,007
1,093
The non-audit fees for FY23 relate to covenant compliance reporting.
The non-audit fees for FY22 related to covenant compliance reporting and a review of the closing
balance sheet of LiveAuctioneers at 30 September 2021. The review costs have been included as
exceptional operating items (see note 3).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfProfitLossFromOperatingActivitiesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18589": {
"value": "6. Operating pro\ufb01t Operating pro\ufb01t is stated after charging/(crediting) the following:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Employment costs (note 7)
40,785
35,725
Amortisation of intangible assets (note 12)
\u2013 Acquired intangible assets
26,595
26,591
\u2013 Internally generated software
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Exceptional operating items (note 3)
2,712
\u2013
Net exchange differences
7
(56)
The total remuneration of the Group auditor and its af\ufb01liates for services to the Group is
analysed\u00a0below:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Fees payable for the Group\u2019s annual \ufb01nancial statements
897
628
Fees payable for other assurance services:
\u2013 Interim review
100
100
\u2013 Non-audit fees
10
365
Total auditor\u2019s remuneration
1,007
1,093
The non-audit fees for FY23 relate to covenant compliance reporting.
The non-audit fees for FY22 related to covenant compliance reporting and a review of the closing
balance sheet of LiveAuctioneers at 30 September 2021. The review costs have been included as
exceptional operating items (see note 3).
7. Staff costs and numbers
Staff costs for the year were as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Wages and salaries
30,596
27,665
Social security costs
2,533
2,259
Pension costs
628
575
Share-based payment expense (note 21)
7,028
5,226
Total employment costs
40,785
35,725
The monthly average number of employees (including Executive Directors) by function:
Year ended
30 September
2023
Number
Year ended
30 September
2022
Number
Management
13
10
Administrative employees
56
48
Operational employees
327
284
Average number of employees
396
342
8. Net \ufb01nance costs
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfExpensesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18594": {
"value": "Year ended 30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Employment costs (note 7)
40,785
35,725
Amortisation of intangible assets (note 12)
\u2013 Acquired intangible assets
26,595
26,591
\u2013 Internally generated software
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Exceptional operating items (note 3)
2,712
\u2013
Net exchange differences
7
(56)Software \u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total acquired
intangible
assets
\u00a3000
Internally
generated
software
\u00a3000
Goodwill
\u00a3000
Total
\u00a3000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
\u2013
165,974
1,820
281,341
449,135
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
4,209
\u2013
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
\u2013
14,355
\u2013
18,609
32,964
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
8,727
\u2013
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
\u2013
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
\u2013
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
\u2013
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
\u2013
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
\u2013
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
\u2013
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
\u2013
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of \u00a33.5m (FY22: \u00a32.8m).
.
Intangible assets, other than goodwill, have a \ufb01nite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation pro\ufb01le of acquired intangible assets is shown below:
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total
\u00a3000
One to \ufb01ve years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
\u2013
69,045
11 to 15 years
\u2013
19,375
5,416
\u2013
24,791
30 September 2023
25,012
153,516
30,513
384
209,425Land and buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Fixtures,
\ufb01ttings and
equipment
\u00a3000
Total
\u00a3000
Cost
1 October 2021
245
370
144
759
Acquisition of business (note 11)
56
\u2013
32
88
Additions
3
253
14
270
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
221
202
181
604
30 September 2022
525
617
371
1,513
Acquisition of business (note 11)
161
\u2013
\u2013
161
Additions
52
293
66
411
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(51)
(31)
(33)
(115)
30 September 2023
293
860
394
1,547
Accumulated depreciation
1 October 2021
102
221
57
380
Charge for the year
102
140
38
280
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
205
173
157
535
30 September 2022
409
326
252
987
Charge for the year
99
188
43
330
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(52)
(14)
(15)
(81)
30 September 2023
62
481
270
813
Net book value
1 October 2021
143
149
87
379
30 September 2022
116
291
119
526
30 September 2023
231
379
124
734Land and buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Motor
vehicles
\u00a3000
Total
\u00a3000
Right of use assets
1 October 2021
1,237
163
1
1,401
Acquisition of business (note 11)
959
\u2013
\u2013
959
Additions
67
\u2013
\u2013
67
Depreciation charge for the year
(752)
(167)
(1)
(920)
Exchange differences
200
7
\u2013
207
30 September 2022
1,711
3
\u2013
1,714
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
567
\u2013
\u2013
567
Modi\ufb01cations
1,512
\u2013
\u2013
1,512
Depreciation charge for the year
(894)
(2)
\u2013
(896)
Exchange differences
(103)
(1)
\u2013
(104)
30 September 2023
3,231
\u2013
\u2013
3,231
Lease liabilities
1 October 2021
1,253
179
\u2013
1,432
Acquisition of business (note 11)
1,063
\u2013
\u2013
1,063
Additions
67
\u2013
\u2013
67
Interest charge for the year
132
5
\u2013
137
Lease payments
(909)
(187)
\u2013
(1,096)
Exchange differences
231
6
\u2013
237
30 September 2022
1,837
3
\u2013
1,840
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
566
\u2013
\u2013
566
Modi\ufb01cations
1,324
\u2013
\u2013
1,324
Interest charge for the year
189
\u2013
\u2013
189
Lease payments
(980)
(3)
\u2013
(983)
Exchange differences
(119)
\u2013
\u2013
(119)
30 September 2023
3,255
\u2013
\u2013
3,255
Current
599
\u2013
\u2013
599
Non-current
2,656
\u2013
\u2013
2,656
30 September 2023
3,255
\u2013
\u2013
3,255Year ended 30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Depreciation charge
(896)
(920)
Interest charge
(189)
(137)
(1,085)
(1,057)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18627": {
"value": "The total remuneration of the Group auditor and its af\ufb01liates for services to the Group is analysed\u00a0below:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Fees payable for the Group\u2019s annual \ufb01nancial statements
897
628
Fees payable for other assurance services:
\u2013 Interim review
100
100
\u2013 Non-audit fees
10
365
Total auditor\u2019s remuneration
1,007
1,093
The non-audit fees for FY23 relate to covenant compliance reporting.
The non-audit fees for FY22 related to covenant compliance reporting and a review of the closing
balance sheet of LiveAuctioneers at 30 September 2021. The review costs have been included as
exceptional operating items (see note 3).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18658": {
"value": "7. Staff costs and numbers Staff costs for the year were as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Wages and salaries
30,596
27,665
Social security costs
2,533
2,259
Pension costs
628
575
Share-based payment expense (note 21)
7,028
5,226
Total employment costs
40,785
35,725
The monthly average number of employees (including Executive Directors) by function:
Year ended
30 September
2023
Number
Year ended
30 September
2022
Number
Management
13
10
Administrative employees
56
48
Operational employees
327
284
Average number of employees
396
342",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18707": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18708": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceCostExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18709": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18710": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18711": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18712": {
"value": "8. Net \ufb01nance costs Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Foreign exchange gain
\u2013
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of \ufb01nance costs
(499)
(465)
Foreign exchange loss
(4,061)
\u2013
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
\u2013
Finance costs
(15,611)
(9,665)
Net \ufb01nance costs
(15,430)
(7,538)",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18793": {
"value": "9. Taxation Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Current tax
Current tax on pro\ufb01t for the year
9,379
11,395
Adjustments in respect of prior years
(167)
(903)
Total current tax
9,212
10,492
Deferred tax
Current year
(18,198)
6,328
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(301)
(850)
Deferred tax
(19,004)
4,914
Tax (credit)/expense
(9,792)
15,406
The tax on the Group\u2019s pro\ufb01t before tax differs from the theoretical amount that would arise using
the standard tax rate applicable to pro\ufb01ts of the Group as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t before tax
7,146
9,279
Tax at United Kingdom tax rate of 22% (FY22: 19%)
1,572
1,763
Tax effect of:
Additional items deductible for tax purposes
(643)
(1,649)
Differences in overseas tax rates
1
(1,317)
Deferred tax on unrealised foreign exchange differences
(7,185)
15,899
Foreign exchange difference not (taxable)/deductible for tax purposes
(2,564)
3,027
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(468)
(1,753)
Tax (credit)/expense
(9,792)
15,406
The deferred tax credit on unrealised foreign exchange differences of \u00a37.2m (FY22: charge of
\u00a315.9m) arises from US holding companies which have pound sterling as their functional currency
for the Consolidated Financial Statements but US dollar functional currency under US tax rules.
Per the US tax basis these holding companies incurred an unrealised foreign exchange loss of
\u00a328.2m on intra-group loans denominated in pound sterling totalling \u00a3295.6m (FY22: gain of
\u00a361.9m). Unrealised foreign exchange differences are not taxable until realised, giving rise to
deferred tax.
The Group\u2019s pro\ufb01t before tax includes foreign exchange gain of \u00a310.1m from US holding companies
on their US dollar denominated intra-group balances (FY22: loss of \u00a315.9m) which are not (taxable)/
deductible for US tax purposes giving rise to a permanent difference of \u00a32.6m (FY22: \u00a33.0m).
The Group\u2019s tax affairs are governed by local tax regulations in the UK, US and Germany. Given
the\u00a0uncertainties that could arise in the application of these regulations, judgements are often
required in determining the tax that is due. Where management is aware of potential uncertainties
in local jurisdictions, that are judged more likely than not to result in a liability for additional tax, a
provision is made for management\u2019s best estimate of the liability, determined with reference to
similar transactions and third-party advice. This provision at 30 September 2023 amounted to
\u00a30.8m (FY22: \u00a31.1m).
Adjustments from changes in tax rates are due to decreases in the blended US rate for state taxes
apportionment. The UK Government announced an increase in the corporation tax rate from 19%
to 25%, with an effective date of 1 April 2023, which was substantively enacted on 24 May 2021.
Tax recognised in other comprehensive income and equity:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Other comprehensive income
Current tax
(2,606)
3,074
Equity
Deferred tax
\u2013
(150)
Tax recognised in other comprehensive income includes current tax on the Group\u2019s net
investment hedge. Deferred tax directly recognised in equity relates to share-based payments. ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18933": {
"value": "10. Earnings/(loss) per share Basic earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the
year, after excluding the weighted average number of non-vested ordinary shares.
Diluted earnings/(loss) per share is calculated by dividing the pro\ufb01t/(loss) for the year attributable
to ordinary shareholders by the weighted average number of ordinary shares including
non-vested/non-exercised ordinary shares. During the year and prior year, the Group awarded
conditional share awards to Directors and certain employees through an LTIP (see note 21). For
FY22, the non-vested/non-exercised ordinary shares are anti-dilutive given the loss for the year
and are therefore excluded from the weighted average number of ordinary shares for the purpose
of diluted earnings per share calculation.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Pro\ufb01t/(loss) a\ue001ributable to equity shareholders of the Company
16,938
(6,127)
Number
Number
Weighted average number of shares in issue
121,050,307
120,364,831
Weighted average number of options vested not exercised
1,338,182
\u2013
Weighted average number of shares held by the Employee Bene\ufb01t Trust
(162,934)
(61,741)
Weighted average number of shares
122,225,555
120,303,090
Dilutive share options
862,822
2,138,826
Diluted weighted average number of shares
123,088,377
122,441,916
p
p
Basic earnings/(loss) per share
13.9
(5.1)
Diluted earnings/(loss) per share
13.8
(5.1) ",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f18989": {
"value": "11. Business combinations Business combinations for the year ended 30 September 2023
Acquisition of Vintage So\ufb05ware LLC., trading as EstateSales.NET (\u201cESN\u201d)
On 6 February 2023, the Group acquired 100% of the equity share capital of ESN. ESN provides a
platform to facilitate estate sales across the US. Both corporate estate sale companies as well as
private customers use ESN to advertise online the sale of millions of unique second-hand items
sourced from a range of events including private home estate sales and business liquidations. The
purpose of the acquisition was to further strengthen the Group\u2019s presence in the US and expand
its A&A segment into an attractive adjacent channel for the resale of second-hand items.
The maximum consideration payable is $40.0m (\u00a333.1m), with an initial cash payment of $30.2m
(\u00a325.1m), deferred consideration of $10.0m (\u00a38.3m) payable after 12 months and a working capital
adjustment of $27,000 (\u00a322,000).
Management calculated the fair value of the deferred consideration using the acquisition\u2019s internal
rate of return to discount the liability, resulting in a liability of $9.6m (\u00a38.0m). Exchange differences
to reserves were recorded within foreign exchange differences on translation of foreign operations
in the Consolidated Statement of Comprehensive Income or Loss. The unwinding of discount of
\u00a30.3m will be reported as a \ufb01nance cost in the Consolidated Statement of Pro\ufb01t or Loss over the
period of the earn-out.
Provisional purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (\u201cPPA\u201d). This has been prepared on a provisional basis and the fair values of the
assets and liabilities is as set out below.
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Provisional
fair value
\u00a3000
Acquired intangible assets \u2013 software
\u2013
2,161
2,161
Acquired intangible assets \u2013 customer relationships
\u2013
9,559
9,559
Acquired intangible assets \u2013 brand
229
2,406
2,635
Property, plant and equipment
161
\u2013
161
Right of use assets
438
\u2013
438
Cash and cash equivalents
155
\u2013
155
Trade receivables and other receivables
41
\u2013
41
Lease liabilities
(438)
\u2013
(438)
Trade and other payables
(264)
\u2013
(264)
Net assets on acquisition
322
14,126
14,448
Goodwill (note 12)
18,609
Total consideration
33,057
Consideration satis\ufb01ed by:
Initial cash consideration
25,087
Deferred consideration
7,970
33,057
Net cash \ufb02ow arising on acquisition:
Initial cash consideration
25,087
Less: cash and cash equivalent balances acquired
(155)
24,932
Acquired intangible assets
Acquired intangible assets represent customer relationships, auction technology platform and
brand for which amortisation of \u00a31.4m has been charged for the year ended 30 September 2023.
The intangible assets will be amortised over their respective expected useful economic lives:
customer relationships of two to seven years, auction technology platform of \ufb01ve years and brand
of 15 years. A 1% change in the customer attrition rate results in a \u00a30.5m change in the valuation.
Deferred tax
Goodwill and acquired intangible assets of \u00a333.0m are expected to be deductible for income
tax\u00a0purposes.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identi\ufb01able assets acquired. The main reason leading to the recognition of goodwill is the future
economic bene\ufb01ts arising from assets which are not capable of being individually identi\ufb01ed
and\u00a0separately recognised; these include the value of synergies expected to be realised
post-acquisition, new customer relationships and the fair value of the assembled workforce
within the business acquired.
Acquisition costs of \u00a32.7m directly related to the business combination have been immediately
expensed to the Consolidated Statement of Pro\ufb01t or Loss as part of administrative expenses and
included within exceptional operating items (see note 3). Between 6 February 2023 and 30 September
2023, ESN contributed \u00a35.7m to Group revenues and a pro\ufb01t before tax of \u00a31.1m. If the acquisition had
occurred on 1 October 2022, Group revenue would have been \u00a3137.4m and Group pro\ufb01t before tax
would have been \u00a38.2m.
Business combinations for the year ended 30 September 2022
Acquisition of Platinum Parent Inc. (\u201cLiveAuctioneers\u201d)
On 1 October 2021, the Group acquired 100% of the equity share capital of LiveAuctioneers.
LiveAuctioneers is the provider of a curated online marketplace focused on the North American
A&A segment, designed for live auctions of collectibles, antiques and \ufb01ne art. The purpose of the
acquisition was to further strengthen the Group\u2019s presence in the US and expand its A&A segment
and accelerate the Group\u2019s build out of an online auction ecosystem that will bene\ufb01t all
stakeholders via the addition of an integrated payments solution.
Consideration
The maximum consideration payable of \u00a3404.7m ($543.9m) comprised:
\u2022
upfront cash consideration of \u00a3358.8m ($482.2m);
\u2022
rollover options and restricted stock units in Auction Technology Group plc in exchange for
share options previously held in LiveAuctioneers\u2019 parent company, Platinum Parent Inc., for the
value of \u00a327.3m ($36.7m); and
\u2022
contingent consideration of up to a maximum \u00a318.6m ($25.0m), subject to the performance of
LiveAuctioneers against certain targets for the year ending 31 December 2021.
Management calculated the fair value of the contingent consideration based on the expected
forecasts for the earn-out period and discounted using the acquisition\u2019s internal rate of return,
resulting in a liability of \u00a317.9m ($24.0m). The targets were met in full and cash contingent
consideration of \u00a318.0m was paid during the year ended 30 September 2022. Payments for the
fair\u00a0value of contingent consideration at the acquisition date are presented in the Consolidated
Statement of Cash Flows within cash \ufb02ows from investing activities. Payments for the changes in
the fair value of contingent consideration since acquisition date are presented within cash \ufb02ows
from \ufb01nancing activities. Exchange differences to reserves were recorded within foreign exchange
differences on translation of foreign operations in the Consolidated Statement of Comprehensive
Income or Loss. The unwinding of discount of \u00a30.7m is reported as a \ufb01nance cost in the
Consolidated Statement of Pro\ufb01t or Loss.
Purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (\u201cPPA\u201d).
The fair values of the assets and liabilities following the \ufb01nalisation of the purchase price
allocation are set out below:
Book value
\u00a3000
Fair value
adjustments
\u00a3000
Final
fair value
\u00a3000
Acquired intangible assets \u2013 software
8,133
16,361
24,494
Acquired intangible assets \u2013 customer relationships
27,053
92,970
120,023
Acquired intangible assets \u2013 brand
2,275
19,182
21,457
Internally generated software
1,820
\u2013
1,820
Property, plant and equipment
88
\u2013
88
Right of use assets
959
\u2013
959
Trade receivables and other receivables
3,974
\u2013
3,974
Income tax receivable/(payable)
194
(644)
(450)
Trade and other payables
(4,733)
(1,784)
(6,517)
Lease liabilities
(1,063)
\u2013
(1,063)
Deferred tax liabilities
(11,287)
(30,865)
(42,152)
Net assets on acquisition
27,413
95,220
122,633
Goodwill (note 12)
281,341
Total consideration
403,974
Consideration satis\ufb01ed by:
Initial cash consideration
288,524
Debt amounts settled
70,239
Fair value of equity interest
27,322
Contingent consideration \u2013 cash
16,865
Contingent consideration \u2013 equity
1,024
403,974
Net cash \ufb02ow arising on acquisition:
Initial cash consideration
288,524
Debt amounts settled
70,239
358,763
Intangible assets
Intangible assets represent customer relationships, auction technology platform, payment technology
and brand for which amortisation of \u00a313.4m was charged for the year ended 30 September 2022. The
intangible assets will be amortised over their respective expected useful economic lives: customer
relationships of 14 years, auction technology platform of 10 years, payment technology of \ufb01ve years
and brand of 15 years. Of the intangibles acquired, the customer relationship balances are especially
sensitive to changes in assumptions around discount rates and customer attrition rates. A 1% change
in the customer attrition rate results in a \u00a312.0m change in the valuation.
Deferred tax
The fair value adjustment to the deferred tax liabilities of \u00a330.9m relates to the deferred tax liability
recognised on the acquired intangible asset and the tax effect of the other fair value adjustments.
Other fair value adjustments
During the measurement period, the Group \ufb01nalised the valuation of onerous contracts and costs
not accrued. Adjustments were made to the provisional PPA resulting in an increase in trade and
other payables of \u00a31.8m and income tax payable of \u00a30.6m. The fair value of the assets acquired
includes gross trade receivables of \u00a34.1m. At acquisition date, the Group\u2019s best estimate of trade
receivables expected not to be collected amounted to \u00a30.3m.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identi\ufb01able assets acquired. The main reason leading to the recognition of goodwill is the future
economic bene\ufb01ts arising from assets which are not capable of being individually identi\ufb01ed and
separately recognised; these include the value of future technology including the roll out of the
payments platform to the wider Group, synergies expected to be realised post-acquisition, new
customer relationships and the fair value of the assembled workforce within the business
acquired. Goodwill deductible for tax purposes amounts to \u00a318.1m.
Between 1 October 2021 and 30 September 2022, LiveAuctioneers contributed \u00a338.7m to Group
revenues and a pro\ufb01t before tax of \u00a35.0m.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19327": {
"value": "12. Goodwill and other intangible assets Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total acquired
intangible
assets
\u00a3000
Internally
generated
software
\u00a3000
Goodwill
\u00a3000
Total
\u00a3000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
\u2013
165,974
1,820
281,341
449,135
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
4,209
\u2013
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
\u2013
14,355
\u2013
18,609
32,964
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
8,727
\u2013
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
\u2013
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
\u2013
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
\u2013
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
\u2013
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
\u2013
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
\u2013
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
\u2013
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of \u00a33.5m (FY22: \u00a32.8m).
.
Intangible assets, other than goodwill, have a \ufb01nite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation pro\ufb01le of acquired intangible assets is shown below:
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total
\u00a3000
One to \ufb01ve years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
\u2013
69,045
11 to 15 years
\u2013
19,375
5,416
\u2013
24,791
30 September 2023
25,012
153,516
30,513
384
209,425
Impairment assessment
The goodwill and intangibles attributed to each of the Group\u2019s cash-generating units (\u201cCGUs\u201d) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as de\ufb01ned by IFRS 8
\u201cOperating Segments\u201d before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (\u201cVIU\u201d).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash \ufb02ow forecasts and the long-term growth rate.
2023
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group\u2019s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash \ufb02ows from the assets
in the CGUs. These calculations use cash \ufb02ow projections based on Board approved budgets and
approved plans. While the Group prepares a \ufb01ve-year plan, levels of uncertainty increase as the
planning horizon extends. The Group\u2019s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the \ufb01ve-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash \ufb02ows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent \ufb01nancial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group\u2019s markets. These projections represent the
Directors\u2019 best estimate of the future performance of these businesses.
CAGR
is the \ufb01ve-year compound annual growth rate from FY23 of the risk-adjusted
cash \ufb02ows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (\u201cWACC\u201d)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group\u2019s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group\u2019s
current market assessment of the time value of money and risks speci\ufb01c to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash \ufb02ows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.
Sensitivity analysis
At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash \ufb02ows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU\u2019s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of \u00a3248.8m at 30 September
2023 (FY22: \u00a328.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year\u2019s
amortisation and improved cash \ufb02ows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the \ufb01ve-year future
forecast cash \ufb02ows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is dif\ufb01cult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the \ufb01ve-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in \ufb01ve-year CAGR growth rate could reduce the headroom to \u00a390.0m and
\u00a339.0m respectively (FY22: impairment of \u00a359.0m and \u00a396.0m).
For Auction Services with a headroom of \u00a36.1m (FY22: \u00a31.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the \ufb01ve-year future forecast cash \ufb02ows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to \u00a30.7m (FY22: impairment of \u00a33.6m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19328": {
"value": "12. Goodwill and other intangible assets Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total acquired
intangible
assets
\u00a3000
Internally
generated
software
\u00a3000
Goodwill
\u00a3000
Total
\u00a3000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
\u2013
165,974
1,820
281,341
449,135
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
4,209
\u2013
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
\u2013
14,355
\u2013
18,609
32,964
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
8,727
\u2013
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
\u2013
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
\u2013
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
\u2013
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
\u2013
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
\u2013
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
\u2013
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
\u2013
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of \u00a33.5m (FY22: \u00a32.8m).
.
Intangible assets, other than goodwill, have a \ufb01nite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation pro\ufb01le of acquired intangible assets is shown below:
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total
\u00a3000
One to \ufb01ve years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
\u2013
69,045
11 to 15 years
\u2013
19,375
5,416
\u2013
24,791
30 September 2023
25,012
153,516
30,513
384
209,425
Impairment assessment
The goodwill and intangibles attributed to each of the Group\u2019s cash-generating units (\u201cCGUs\u201d) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as de\ufb01ned by IFRS 8
\u201cOperating Segments\u201d before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (\u201cVIU\u201d).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash \ufb02ow forecasts and the long-term growth rate.
2023
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group\u2019s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash \ufb02ows from the assets
in the CGUs. These calculations use cash \ufb02ow projections based on Board approved budgets and
approved plans. While the Group prepares a \ufb01ve-year plan, levels of uncertainty increase as the
planning horizon extends. The Group\u2019s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the \ufb01ve-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash \ufb02ows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent \ufb01nancial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group\u2019s markets. These projections represent the
Directors\u2019 best estimate of the future performance of these businesses.
CAGR
is the \ufb01ve-year compound annual growth rate from FY23 of the risk-adjusted
cash \ufb02ows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (\u201cWACC\u201d)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group\u2019s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group\u2019s
current market assessment of the time value of money and risks speci\ufb01c to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash \ufb02ows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.
Sensitivity analysis
At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash \ufb02ows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU\u2019s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of \u00a3248.8m at 30 September
2023 (FY22: \u00a328.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year\u2019s
amortisation and improved cash \ufb02ows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the \ufb01ve-year future
forecast cash \ufb02ows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is dif\ufb01cult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the \ufb01ve-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in \ufb01ve-year CAGR growth rate could reduce the headroom to \u00a390.0m and
\u00a339.0m respectively (FY22: impairment of \u00a359.0m and \u00a396.0m).
For Auction Services with a headroom of \u00a36.1m (FY22: \u00a31.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the \ufb01ve-year future forecast cash \ufb02ows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to \u00a30.7m (FY22: impairment of \u00a33.6m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19329": {
"value": "12. Goodwill and other intangible assets Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total acquired
intangible
assets
\u00a3000
Internally
generated
software
\u00a3000
Goodwill
\u00a3000
Total
\u00a3000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
\u2013
165,974
1,820
281,341
449,135
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
4,209
\u2013
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
\u2013
14,355
\u2013
18,609
32,964
Additions
\u2013
\u2013
\u2013
\u2013
\u2013
8,727
\u2013
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
\u2013
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
\u2013
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
\u2013
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
\u2013
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
\u2013
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
\u2013
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
\u2013
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of \u00a33.5m (FY22: \u00a32.8m).
.
Intangible assets, other than goodwill, have a \ufb01nite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation pro\ufb01le of acquired intangible assets is shown below:
Software
\u00a3000
Customer
relationships
\u00a3000
Brand
\u00a3000
Non-compete
agreement
\u00a3000
Total
\u00a3000
One to \ufb01ve years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
\u2013
69,045
11 to 15 years
\u2013
19,375
5,416
\u2013
24,791
30 September 2023
25,012
153,516
30,513
384
209,425
Impairment assessment
The goodwill and intangibles attributed to each of the Group\u2019s cash-generating units (\u201cCGUs\u201d) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as de\ufb01ned by IFRS 8
\u201cOperating Segments\u201d before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (\u201cVIU\u201d).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash \ufb02ow forecasts and the long-term growth rate.
2023
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group\u2019s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash \ufb02ows from the assets
in the CGUs. These calculations use cash \ufb02ow projections based on Board approved budgets and
approved plans. While the Group prepares a \ufb01ve-year plan, levels of uncertainty increase as the
planning horizon extends. The Group\u2019s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the \ufb01ve-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash \ufb02ows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent \ufb01nancial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group\u2019s markets. These projections represent the
Directors\u2019 best estimate of the future performance of these businesses.
CAGR
is the \ufb01ve-year compound annual growth rate from FY23 of the risk-adjusted
cash \ufb02ows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (\u201cWACC\u201d)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group\u2019s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group\u2019s
current market assessment of the time value of money and risks speci\ufb01c to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash \ufb02ows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.
Sensitivity analysis
At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash \ufb02ows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU\u2019s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of \u00a3248.8m at 30 September
2023 (FY22: \u00a328.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year\u2019s
amortisation and improved cash \ufb02ows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the \ufb01ve-year future
forecast cash \ufb02ows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is dif\ufb01cult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the \ufb01ve-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in \ufb01ve-year CAGR growth rate could reduce the headroom to \u00a390.0m and
\u00a339.0m respectively (FY22: impairment of \u00a359.0m and \u00a396.0m).
For Auction Services with a headroom of \u00a36.1m (FY22: \u00a31.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the \ufb01ve-year future forecast cash \ufb02ows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to \u00a30.7m (FY22: impairment of \u00a33.6m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfGoodwillExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19608": {
"value": "Impairment assessment The goodwill and intangibles attributed to each of the Group\u2019s cash-generating units (\u201cCGUs\u201d) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as de\ufb01ned by IFRS 8
\u201cOperating Segments\u201d before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (\u201cVIU\u201d).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash \ufb02ow forecasts and the long-term growth rate.
2023
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
\u00a3000
Acquired
intangible
assets
\u00a3000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group\u2019s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash \ufb02ows from the assets
in the CGUs. These calculations use cash \ufb02ow projections based on Board approved budgets and
approved plans. While the Group prepares a \ufb01ve-year plan, levels of uncertainty increase as the
planning horizon extends. The Group\u2019s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the \ufb01ve-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash \ufb02ows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent \ufb01nancial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group\u2019s markets. These projections represent the
Directors\u2019 best estimate of the future performance of these businesses.
CAGR
is the \ufb01ve-year compound annual growth rate from FY23 of the risk-adjusted
cash \ufb02ows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (\u201cWACC\u201d)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group\u2019s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group\u2019s
current market assessment of the time value of money and risks speci\ufb01c to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash \ufb02ows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.Sensitivity analysis At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash \ufb02ows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU\u2019s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of \u00a3248.8m at 30 September
2023 (FY22: \u00a328.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year\u2019s
amortisation and improved cash \ufb02ows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the \ufb01ve-year future
forecast cash \ufb02ows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is dif\ufb01cult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the \ufb01ve-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in \ufb01ve-year CAGR growth rate could reduce the headroom to \u00a390.0m and
\u00a339.0m respectively (FY22: impairment of \u00a359.0m and \u00a396.0m).
For Auction Services with a headroom of \u00a36.1m (FY22: \u00a31.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the \ufb01ve-year future forecast cash \ufb02ows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to \u00a30.7m (FY22: impairment of \u00a33.6m).Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating pro\ufb01t. Subsequent recoveries of amounts previously written off are credited
against the same line item. The carrying amount of trade and other receivables approximates to
their fair value. The total amount of trade receivables that were past due but not impaired was
\u00a31.6m (FY22: \u00a30.3m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19805": {
"value": "13. Property, plant and equipment Land and
buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Fixtures,
\ufb01ttings and
equipment
\u00a3000
Total
\u00a3000
Cost
1 October 2021
245
370
144
759
Acquisition of business (note 11)
56
\u2013
32
88
Additions
3
253
14
270
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
221
202
181
604
30 September 2022
525
617
371
1,513
Acquisition of business (note 11)
161
\u2013
\u2013
161
Additions
52
293
66
411
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(51)
(31)
(33)
(115)
30 September 2023
293
860
394
1,547
Accumulated depreciation
1 October 2021
102
221
57
380
Charge for the year
102
140
38
280
Disposals
\u2013
(208)
\u2013
(208)
Exchange differences
205
173
157
535
30 September 2022
409
326
252
987
Charge for the year
99
188
43
330
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(52)
(14)
(15)
(81)
30 September 2023
62
481
270
813
Net book value
1 October 2021
143
149
87
379
30 September 2022
116
291
119
526
30 September 2023
231
379
124
734
There is no material difference between the property, plant and equipment\u2019s historical cost values
as stated above and their fair value equivalents.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19970": {
"value": "14. Trade and other receivables 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade receivables
12,974
12,660
Less: loss provision
(376)
(846)
12,598
11,814
Other debtors and prepayments
3,810
3,139
Contract assets
1,486
837
17,894
15,790
Non-current
Other debtors and prepayments
113
90
18,007
15,880
The Group applies the IFRS 9 \u201cFinancial Instruments\u201d simpli\ufb01ed approach to measuring expected
credit losses using a lifetime expected credit loss provision for trade receivables and contract
assets. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss model
incorporates current and forward-looking information on macroeconomic factors affecting the
Group\u2019s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is
charged on outstanding trade receivables. At 30\u00a0September 2023 there were no customers who
owed in excess of 10% of the total trade debtor balance (FY22: nil).
The ageing of trade receivables at 30 September was:
2023
2022
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Within 30 days
9,940
39
\u2013
11,385
259
2%
Between 30 and 60 days
1,074
2
\u2013
461
93
20%
Between 60 and 90 days
525
9
2%
249
99
40%
Over 90 days
1,435
326
23%
565
395
70%
30 September
12,974
376
3%
12,660
846
7%
The movement in the loss provision during the year was as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
1 October
846
503
Arising on acquisition
\u2013
277
(Decrease)/increase in loss allowance recognised in
Consolidated Statement of Pro\ufb01t or Loss
(132)
226
Uncollectable amounts written off
(270)
(290)
Exchange differences
(68)
130
30 September
376
846
Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment
losses within operating pro\ufb01t. Subsequent recoveries of amounts previously written off are credited
against the same line item. The carrying amount of trade and other receivables approximates to
their fair value. The total amount of trade receivables that were past due but not impaired was
\u00a31.6m (FY22: \u00a30.3m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19971": {
"value": "14. Trade and other receivables 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade receivables
12,974
12,660
Less: loss provision
(376)
(846)
12,598
11,814
Other debtors and prepayments
3,810
3,139
Contract assets
1,486
837
17,894
15,790
Non-current
Other debtors and prepayments
113
90
18,007
15,880
The Group applies the IFRS 9 \u201cFinancial Instruments\u201d simpli\ufb01ed approach to measuring expected
credit losses using a lifetime expected credit loss provision for trade receivables and contract
assets. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss model
incorporates current and forward-looking information on macroeconomic factors affecting the
Group\u2019s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is
charged on outstanding trade receivables. At 30\u00a0September 2023 there were no customers who
owed in excess of 10% of the total trade debtor balance (FY22: nil).
The ageing of trade receivables at 30 September was:
2023
2022
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Gross
\u00a3000
Loss
provision
\u00a3000
Expected
loss rate
%
Within 30 days
9,940
39
\u2013
11,385
259
2%
Between 30 and 60 days
1,074
2
\u2013
461
93
20%
Between 60 and 90 days
525
9
2%
249
99
40%
Over 90 days
1,435
326
23%
565
395
70%
30 September
12,974
376
3%
12,660
846
7%
The movement in the loss provision during the year was as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
1 October
846
503
Arising on acquisition
\u2013
277
(Decrease)/increase in loss allowance recognised in
Consolidated Statement of Pro\ufb01t or Loss
(132)
226
Uncollectable amounts written off
(270)
(290)
Exchange differences
(68)
130
30 September
376
846
Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment
losses within operating pro\ufb01t. Subsequent recoveries of amounts previously written off are credited
against the same line item. The carrying amount of trade and other receivables approximates to
their fair value. The total amount of trade receivables that were past due but not impaired was
\u00a31.6m (FY22: \u00a30.3m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAllowanceForCreditLossesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f19975": {
"value": "30 September 2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade receivables
12,974
12,660
Less: loss provision
(376)
(846)
12,598
11,814
Other debtors and prepayments
3,810
3,139
Contract assets
1,486
837
17,894
15,790
Non-current
Other debtors and prepayments
113
90
18,007
15,880",
"dimensions": {
"concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20138": {
"value": "15. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and restricted cash. The carrying
amount of these assets approximates to their fair value.
30 September
2023
\u00a3000
Restated
30 September
2022
\u00a3000
Cash at bank
6,097
49,427
Restricted cash
2,442
2,390
8,539
51,817
Restricted cash consists of cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust
relating to share awards for employees.
In the prior year cash at bank included cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t
Trust. As these funds are not available to circulate within the Group on demand, it is deemed
more appropriate this should be classi\ufb01ed as restricted cash. The prior year has been restated
accordingly. This change in policy provides users with more reliable information about the nature
of the Group\u2019s cash and cash equivalents.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20139": {
"value": "15. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and restricted cash. The carrying
amount of these assets approximates to their fair value.
30 September
2023
\u00a3000
Restated
30 September
2022
\u00a3000
Cash at bank
6,097
49,427
Restricted cash
2,442
2,390
8,539
51,817
Restricted cash consists of cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t Trust
relating to share awards for employees.
In the prior year cash at bank included cash held by the Trustee of the Group\u2019s Employee Bene\ufb01t
Trust. As these funds are not available to circulate within the Group on demand, it is deemed
more appropriate this should be classi\ufb01ed as restricted cash. The prior year has been restated
accordingly. This change in policy provides users with more reliable information about the nature
of the Group\u2019s cash and cash equivalents.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRestrictedCashAndCashEquivalentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20169": {
"value": "16. Trade and other payables 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade payables
3,715
2,375
Payroll tax and other statutory liabilities
5,490
5,133
Deferred consideration
8,090
\u2013
Accruals
7,594
9,489
Contract liabilities
1,518
1,783
26,407
18,780
The carrying amount of trade and other payables classi\ufb01ed as \ufb01nancial liabilities at amortised
cost approximates to their fair value.
The deferred consideration will be settled in cash in February 2024. The unwinding of the discount
on deferred consideration is \u00a30.2m which is included as a \ufb01nance cost (note 8) in the Consolidated
Statement of Pro\ufb01t or Loss.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20170": {
"value": "16. Trade and other payables 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade payables
3,715
2,375
Payroll tax and other statutory liabilities
5,490
5,133
Deferred consideration
8,090
\u2013
Accruals
7,594
9,489
Contract liabilities
1,518
1,783
26,407
18,780
The carrying amount of trade and other payables classi\ufb01ed as \ufb01nancial liabilities at amortised
cost approximates to their fair value.
The deferred consideration will be settled in cash in February 2024. The unwinding of the discount
on deferred consideration is \u00a30.2m which is included as a \ufb01nance cost (note 8) in the Consolidated
Statement of Pro\ufb01t or Loss.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredIncomeExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20174": {
"value": "30 September 2023
\u00a3000
30 September
2022
\u00a3000
Current
Trade payables
3,715
2,375
Payroll tax and other statutory liabilities
5,490
5,133
Deferred consideration
8,090
\u2013
Accruals
7,594
9,489
Contract liabilities
1,518
1,783
26,407
18,780
The carrying amount of trade and other payables classi\ufb01ed as \ufb01nancial liabilities at amortised
cost approximates to their fair value.
The deferred consideration will be settled in cash in February 2024. The unwinding of the discount
on deferred consideration is \u00a30.2m which is included as a \ufb01nance cost (note 8) in the Consolidated
Statement of Pro\ufb01t or Loss.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20208": {
"value": "17. Leases The Group leases assets including property and computer equipment.
The weighted average incremental borrowing rate contracted in FY23 was 7.5% (FY22: 6.6%).
Land and
buildings
leasehold
\u00a3000
Computer
equipment
\u00a3000
Motor
vehicles
\u00a3000
Total
\u00a3000
Right of use assets
1 October 2021
1,237
163
1
1,401
Acquisition of business (note 11)
959
\u2013
\u2013
959
Additions
67
\u2013
\u2013
67
Depreciation charge for the year
(752)
(167)
(1)
(920)
Exchange differences
200
7
\u2013
207
30 September 2022
1,711
3
\u2013
1,714
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
567
\u2013
\u2013
567
Modi\ufb01cations
1,512
\u2013
\u2013
1,512
Depreciation charge for the year
(894)
(2)
\u2013
(896)
Exchange differences
(103)
(1)
\u2013
(104)
30 September 2023
3,231
\u2013
\u2013
3,231
Lease liabilities
1 October 2021
1,253
179
\u2013
1,432
Acquisition of business (note 11)
1,063
\u2013
\u2013
1,063
Additions
67
\u2013
\u2013
67
Interest charge for the year
132
5
\u2013
137
Lease payments
(909)
(187)
\u2013
(1,096)
Exchange differences
231
6
\u2013
237
30 September 2022
1,837
3
\u2013
1,840
Acquisition of business (note 11)
438
\u2013
\u2013
438
Additions
566
\u2013
\u2013
566
Modi\ufb01cations
1,324
\u2013
\u2013
1,324
Interest charge for the year
189
\u2013
\u2013
189
Lease payments
(980)
(3)
\u2013
(983)
Exchange differences
(119)
\u2013
\u2013
(119)
30 September 2023
3,255
\u2013
\u2013
3,255
Current
599
\u2013
\u2013
599
Non-current
2,656
\u2013
\u2013
2,656
30 September 2023
3,255
\u2013
\u2013
3,255
During the year ended 30 September 2023, the Group\u2019s existing property lease in Omaha, United
States expired and the Group entered into a new \ufb01ve-year lease with an option to extend for a
further 10 years. The new lease is treated as an addition. The Directors have concluded that it is
not reasonably certain that they would exercise their right to extend the lease until March 2038.
The Group also extended its existing property lease in London, United Kingdom by
\ufb01ve-and-half-years with no option to extend. The lease is treated as a modi\ufb01cation as it original
terms and conditions remain unchanged. Incremental costs of \u00a30.2m incurred in extending the
lease are included in the modi\ufb01cation of the right of use asset.
The charge recognised in the Consolidated Statement of Pro\ufb01t or Loss for the year was as follows:
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Depreciation charge
(896)
(920)
Interest charge
(189)
(137)
(1,085)
(1,057)
The non-cancellable lease rentals are payable as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Within 1 year
756
881
Between 1 and 2 years
772
408
Between 2 and 5 years
1,710
556
3,238
1,845
At 30 September 2022 and 2023, there were no non-cancellable commitments relating to
short-term leases or low-value lease commitments.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLeasesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20455": {
"value": "18. Loans and borrowings The carrying amount of loans and borrowings classi\ufb01ed as \ufb01nancial liabilities at amortised cost
approximates to their fair value.
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Current
Secured bank loan
12,861
30,983
Non-current
Secured bank loan
108,969
149,862
121,830
180,845
The Group entered into a Senior Facilities Agreement on 17 June 2021 which included:
\u2022
A senior term loan facility (the \u201cSenior Term Facility\u201d) for $204.0m for the acquisition of
LiveAuctioneers. The Senior Term Facility was drawn down in full on 30 September 2021 prior
to\u00a0completion of the acquisition of LiveAuctioneers on 1 October 2021. During the year ended
30\u00a0September 2023, a prepayment of $53.7m (\u00a348.0m) was paid on the Senior Term Facility. In
the absence of any other prepayments, the scheduled repayment in FY24 is $7.4m on 30 June
2024 and $8.7m on 30 September 2024. The loan will be due for repayment on 17 June 2026.
\u2022
A multi-currency revolving credit working capital facility (the \u201cRevolving Credit Facility\u201d) for
$49.0m. Any sums outstanding under the Revolving Credit Facility will be due for repayment on
17\u00a0June 2026. On 1 February 2023, $26.3m (\u00a321.3m) was drawn down to partly fund the acquisition
of ESN (see note 11), and has been fully repaid by 30 September 2023.
\u2022
The Senior Facilities Agreement contains an adjusted net leverage covenant which tests the
ratio of\u00a0adjusted net debt against adjusted EBITDA and an interest cover ratio which tests the
ratio of adjusted EBITDA against net \ufb01nance charges, in each case as at the last date of each
\ufb01nancial quarter, commencing with the \ufb01nancial quarter ending 30 September 2021. The Group
has complied with the \ufb01nancial covenants of its borrowing facilities during the year ended
30\u00a0September 2023.
The movements in loans and borrowings are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
1 October
180,845
149,039
Repayment of loans and borrowings
(69,110)
(359)
Proceeds from loans and borrowings
21,250
\u2013
Accrued interest and amortisation of \ufb01nance costs
11,071
7,679
Interest paid
(10,651)
(7,283)
Exchange differences
(11,575)
31,769
30 September
121,830
180,845
The currency pro\ufb01le of the loans and borrowings is as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
US dollar
121,830
180,845
The weighted average interest charge (including amortised cost written off) for the year is as
follows:
Year ended
30 September
2023
%
Year ended
30 September
2022
%
Secured bank loan
8%
4%",
"dimensions": {
"concept": "ifrs-full:DisclosureOfBorrowingsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20573": {
"value": "19. Deferred taxation The movement of net deferred tax liabilities is as follows:
Capitalised
goodwill and
intangibles
\u00a3000
Tax losses
\u00a3000
Share-based
payments
\u00a3000
Foreign
exchange
\u00a3000
Research and
development
\u00a3000
Other
temporary
differences
\u00a3000
Total
\u00a3000
1 October 2021
(12,229)
1,370
19
1,563
\u2013
383
(8,894)
Acquisition of business (note 11)
(43,514)
548
276
511
\u2013
27
(42,152)
Amount credited/(charged) to Consolidated Statement of Pro\ufb01t or Loss
6,327
3,526
1,002
(15,509)
\u2013
(260)
(4,914)
Amount charged to equity
\u2013
\u2013
(150)
\u2013
\u2013
\u2013
(150)
Exchange differences
(8,869)
673
(13)
(308)
\u2013
9
(8,508)
30 September 2022
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
Deferred tax asset
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
Deferred tax liabilities
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
1 October 2022
(58,285)
6,117
1,134
(13,743)
\u2013
159
(64,618)
Amount credited to Consolidated Statement of Pro\ufb01t or Loss
5,922
3,766
674
7,268
1,548
(174)
19,004
Exchange differences
4,163
(475)
\u2013
1,172
9
56
4,925
30 September 2023
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Deferred tax asset
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
Deferred tax liabilities
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Tax losses include unrelieved interest in the US, where there are suf\ufb01cient taxable pro\ufb01ts forecast to be available in the future to enable them to be utilised. These losses are available inde\ufb01nitely. Tax
on foreign exchange include unrealised foreign exchange differences arises from US holding companies with pound sterling as their functional currency for the Consolidated Financial Statements but
US dollar functional currency under US tax rules (see note 9). A deferred tax asset of \u00a31.6m (2022 nil) relates to the US research and development credit which is spread over future years rather than
fully deductible in the year it arises.
No deferred tax asset has been recognised in respect of unused tax losses in the UK of \u00a30.7m (FY22: \u00a30.7m) as it is not considered probable that there will be future taxable pro\ufb01ts available to offset
these tax losses. The losses may be carried forward inde\ufb01nitely. The temporary differences relating to the unremitted earnings of overseas subsidiaries amounted to \u00a30.9m (FY22: \u00a31.1m). However, as
the Group can control whether it pays dividends from its subsidiaries and it can control the timing of any dividends, no deferred tax has been provided on the unremitted earnings on the basis there is
no intention to repatriate these amounts. In presenting the Group\u2019s deferred tax balances, the Group offsets assets and liabilities to the extent we have a legally enforceable right to set off the arising
income tax liabilities and assets when hose deferred tax balances reverse.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20747": {
"value": "20. Share capital and reserves 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Authorised, called up and fully paid
121,491,412 ordinary shares at 0.01p each (FY22: 120,525,304 ordinary
shares at 0.01p each)
12
12
12
12
The movements in share capital, share premium and other reserve are set out below:
Number of
shares
Share
capital
\u00a3000
Share
premium
\u00a3000
Other reserve
\u00a3000
1 October 2021
119,999,990
12
235,903
238,385
Shares issued
506,926
\u2013
\u2013
\u2013
Shares issued in respect of share-based
payment plans
18,388
\u2013
\u2013
\u2013
30 September 2022
120,525,304
12
235,903
238,385
Shares issued
680,794
\u2013
328
\u2013
Shares issued in respect of share-based
payment plans
285,314
\u2013
\u2013
\u2013
30 September 2023
121,491,412
12
236,231
238,385
For the year ended 30 September 2023
966,108 ordinary shares of 0.01p each with an aggregate nominal value of \u00a397 were issued for
options that vested for a cash consideration of \u00a3328,000. These included management rollover
options and restricted stock units granted in FY22 for the acquisition of LiveAuctioneers, Long-term
Incentive Plan Awards (\u201cLTIP Awards\u201d), shares issued under the Share Incentive Plan (\u201cSIP\u201d) and
Employee Stock Purchase Plan (\u201cESPP\u201d) and to the Trust for LTIP Awards that have vested in the year.
For the year ended 30 September 2022
525,314 ordinary shares of 0.01p each with an aggregate nominal value of \u00a353 were issued
for\u00a0options that vested. These included 50% of the restricted stock units granted for the
LiveAuctioneers acquisition (see note 11), LTIP Awards, shares issued under the SIP and ESPP
and\u00a0to the Trust for LTIP Awards that have vested in the year.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20748": {
"value": "20. Share capital and reserves 30 September
2023
\u00a3000
30 September
2022
\u00a3000
Authorised, called up and fully paid
121,491,412 ordinary shares at 0.01p each (FY22: 120,525,304 ordinary
shares at 0.01p each)
12
12
12
12
The movements in share capital, share premium and other reserve are set out below:
Number of
shares
Share
capital
\u00a3000
Share
premium
\u00a3000
Other reserve
\u00a3000
1 October 2021
119,999,990
12
235,903
238,385
Shares issued
506,926
\u2013
\u2013
\u2013
Shares issued in respect of share-based
payment plans
18,388
\u2013
\u2013
\u2013
30 September 2022
120,525,304
12
235,903
238,385
Shares issued
680,794
\u2013
328
\u2013
Shares issued in respect of share-based
payment plans
285,314
\u2013
\u2013
\u2013
30 September 2023
121,491,412
12
236,231
238,385
For the year ended 30 September 2023
966,108 ordinary shares of 0.01p each with an aggregate nominal value of \u00a397 were issued for
options that vested for a cash consideration of \u00a3328,000. These included management rollover
options and restricted stock units granted in FY22 for the acquisition of LiveAuctioneers, Long-term
Incentive Plan Awards (\u201cLTIP Awards\u201d), shares issued under the Share Incentive Plan (\u201cSIP\u201d) and
Employee Stock Purchase Plan (\u201cESPP\u201d) and to the Trust for LTIP Awards that have vested in the year.
For the year ended 30 September 2022
525,314 ordinary shares of 0.01p each with an aggregate nominal value of \u00a353 were issued
for\u00a0options that vested. These included 50% of the restricted stock units granted for the
LiveAuctioneers acquisition (see note 11), LTIP Awards, shares issued under the SIP and ESPP
and\u00a0to the Trust for LTIP Awards that have vested in the year.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained losses
represent the pro\ufb01ts/(losses) of the Group made in current and preceding years.
Other reserve
comprises:
\u2022
a merger reserve that arose on the Group reorganisation on 13 January 2020
and is the adjustment of the comparative and current year consolidated
reserves of the Group to re\ufb02ect the statutory share capital and share
premium of Auction Technology Group plc as if it had always existed; and
\u2022
share premium, net of share issue costs, recognised in the other reserve
in accordance with section 612 of the Companies Act 2006 for the equity
raise on 17 June 2021 via a cashbox placing.
Capital redemption
reserve
arose on the redemption or purchase of the Company\u2019s own shares. The
Company issued shares directly to the Trusts of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).
Share option reserve
relates to share options awarded (see note 21) and options granted in FY22
for the acquisition of LiveAuctioneers.
Foreign exchange
reserve
comprises all foreign exchange differences arising from the translation of
the \ufb01nancial statements of foreign operations.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20825": {
"value": "Reserves The following describes the nature and purpose of each reserve within equity:
Retained losses
represent the pro\ufb01ts/(losses) of the Group made in current and preceding years.
Other reserve
comprises:
\u2022
a merger reserve that arose on the Group reorganisation on 13 January 2020
and is the adjustment of the comparative and current year consolidated
reserves of the Group to re\ufb02ect the statutory share capital and share
premium of Auction Technology Group plc as if it had always existed; and
\u2022
share premium, net of share issue costs, recognised in the other reserve
in accordance with section 612 of the Companies Act 2006 for the equity
raise on 17 June 2021 via a cashbox placing.
Capital redemption
reserve
arose on the redemption or purchase of the Company\u2019s own shares. The
Company issued shares directly to the Trusts of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).
Share option reserve
relates to share options awarded (see note 21) and options granted in FY22
for the acquisition of LiveAuctioneers.
Foreign exchange
reserve
comprises all foreign exchange differences arising from the translation of
the \ufb01nancial statements of foreign operations.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20842": {
"value": "Capital redemption reserve
arose on the redemption or purchase of the Company\u2019s own shares. The
Company issued shares directly to the Trusts of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfTreasurySharesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20859": {
"value": "21. Employee bene\ufb01ts De\ufb01ned contribution pension plans
The Group operates several de\ufb01ned contribution pension plans. The total expense relating to
these plans in the current year was \u00a30.6m (FY22: \u00a30.6m). There was \u00a369,000 accruing to these
pension schemes as at 30\u00a0September 2023 (FY22: \u00a378,000).
Share-based payments
The Group had three share-based payment plans in effect in FY23, details of which are set out in
this note and the Directors\u2019 Remuneration Report.
Pre-admission awards
Pre-admission awards were granted to employees in January and February 2021 in advance of the
IPO. Pre-admission awards are subject to a three-year holding period subject to the recipient\u2019s
continued employment.
LTIP
The Long-term Incentive Plan (\u201cLTIP\u201d) is the primary long-term incentive plan for approximately
130 employees within the Group. Under the plan, annual nil-cost awards, based on a percentage
of salary, may be offered. It is expected that these awards will normally vest over a three-year
period subject to the recipient\u2019s continued employment at the date of vesting and, for Executive
Directors, the satisfaction of performance conditions to be measured over three \ufb01nancial years.
LA LTIP
Nil-cost awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on
1\u00a0October 2021. These awards will vest over a range from one to six-year period subject to the
recipient\u2019s continued employment at the date of vesting.
SIP and ESPP
The Group operates a Share Incentive Plan (\u201cSIP\u201d) and Employee Stock Purchase Plan (\u201cESPP\u201d) in which all employees, including Executive Directors, are eligible to participate. The plans were approved
by shareholders in 2021 and implemented with effect from 1\u00a0November 2021.
UK participants in the SIP may invest up to \u00a31,800 of their pre-tax salary each year to purchase shares in the Company. For each share acquired, the Company purchases a matching share. Employees must
remain with the Group for three years from the date of purchase of each Partnership Share in order to qualify for the matching share, and for \ufb01ve years for the shares to be transferred to them tax free. The
employee is entitled to dividends on shares purchased, and to vote at shareholder meetings. There is a similar scheme for employees in Germany. US participants in the ESPP may contribute a portion of
their monthly salary over six-month periods up to a maximum of $12,500. At the end of the period, the employee has the option to withdraw their accumulated funds or purchase shares at a price equal
to\u00a085% of the lower of the market prices prevailing at the beginning or end of the period. Employees purchased 50,184 (FY22: 9,354) shares of the Company at a weighted average exercise price of \u00a35.89.
Deferred bonus \u2013 equity se\ue001led
The Deferred Share Bonus Plan (\u201cDSBP\u201d) is a discretionary plan for Executive employees to defer a portion of their cash bonus into an award of shares. Of the annual incentive to Executive Directors,
25% is deferred into shares under the DSBP. Deferred shares must normally be held for a period of three years.
The share awards/options set out below are outstanding at 30 September 2023.
Share-based
payment expense
\u00a3000
Options at
1 October 2022
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2023
Number
Pre-admission awards
798
549,069
\u2013
\u2013
(65,503)
483,566
LTIP
4,884
1,043,047
919,954
(147,167)
(243,542)
1,572,292
LA LTIP
665
236,241
82,289
(39,820)
(107,532)
171,178
Deferred bonus \u2013 equity settled
79
8,636
19,187
\u2013
\u2013
27,823
SIP and ESPP
88
\u2013
14,343
\u2013
(1,672)
12,671
Payroll tax
514
n/a
n/a
n/a
n/a
n/a
Total
7,028
1,836,993
1,035,773
(186,987)
(418,249)
2,267,530
The share awards/options set out below are outstanding at 30 September 2022.
Share-based
payment expense
\u00a3000
Options at
1 October 2021
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2022
Number
Pre-admission awards
909
642,686
\u2013
\u2013
(93,617)
549,069
LTIP
2,530
483,641
706,757
(10,144)
(137,207)
1,043,047
LA LTIP
1,301
\u2013
242,174
\u2013
(5,933)
236,241
Deferred bonus \u2013 equity settled
33
\u2013
8,636
\u2013
\u2013
8,636
Payroll tax
453
n/a
n/a
n/a
n/a
n/a
Total
5,226
1,126,327
957,567
(10,144)
(236,757)
1,836,993
All share options outstanding are equity-settled and are options to subscribe for new ordinary shares of 0.01p each in the Company. The fair value is determined at the date of grant and is not
subsequently remeasured unless conditions on which the award was granted are modi\ufb01ed. The share options granted in the year have no market performance conditions associated with them and
so\u00a0fair value is deemed to be the share price at date of grant. The weighted average fair value per option granted during the year was \u00a37.49 (FY22: \u00a311.84). The resulting fair value which is expensed over
the service period is adjusted, based on management\u2019s best estimate, for a percentage of employees that will leave the Group.
The weighted average exercise price of the options granted, exercised and forfeited was \u00a3nil (FY22: \u00a3nil) and the market price at date of exercise was \u00a37.06 (FY22: \u00a39.50). The options outstanding at
30\u00a0September 2022 and 2023 had a weighted average exercise price of \u00a3nil (FY22: \u00a3nil) and a weighted average remaining contractual life of 1.1 years (FY22: 1.7 years). There are 18,850 share options
with a weighted average exercise price of \u00a3nil exercisable at 30 September 2023 (FY22: 6,072).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f20866": {
"value": "Share-based payments The Group had three share-based payment plans in effect in FY23, details of which are set out in
this note and the Directors\u2019 Remuneration Report.
Pre-admission awards
Pre-admission awards were granted to employees in January and February 2021 in advance of the
IPO. Pre-admission awards are subject to a three-year holding period subject to the recipient\u2019s
continued employment.
LTIP
The Long-term Incentive Plan (\u201cLTIP\u201d) is the primary long-term incentive plan for approximately
130 employees within the Group. Under the plan, annual nil-cost awards, based on a percentage
of salary, may be offered. It is expected that these awards will normally vest over a three-year
period subject to the recipient\u2019s continued employment at the date of vesting and, for Executive
Directors, the satisfaction of performance conditions to be measured over three \ufb01nancial years.
LA LTIP
Nil-cost awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on
1\u00a0October 2021. These awards will vest over a range from one to six-year period subject to the
recipient\u2019s continued employment at the date of vesting.
SIP and ESPP
The Group operates a Share Incentive Plan (\u201cSIP\u201d) and Employee Stock Purchase Plan (\u201cESPP\u201d) in which all employees, including Executive Directors, are eligible to participate. The plans were approved
by shareholders in 2021 and implemented with effect from 1\u00a0November 2021.
UK participants in the SIP may invest up to \u00a31,800 of their pre-tax salary each year to purchase shares in the Company. For each share acquired, the Company purchases a matching share. Employees must
remain with the Group for three years from the date of purchase of each Partnership Share in order to qualify for the matching share, and for \ufb01ve years for the shares to be transferred to them tax free. The
employee is entitled to dividends on shares purchased, and to vote at shareholder meetings. There is a similar scheme for employees in Germany. US participants in the ESPP may contribute a portion of
their monthly salary over six-month periods up to a maximum of $12,500. At the end of the period, the employee has the option to withdraw their accumulated funds or purchase shares at a price equal
to\u00a085% of the lower of the market prices prevailing at the beginning or end of the period. Employees purchased 50,184 (FY22: 9,354) shares of the Company at a weighted average exercise price of \u00a35.89.
Deferred bonus \u2013 equity se\ue001led
The Deferred Share Bonus Plan (\u201cDSBP\u201d) is a discretionary plan for Executive employees to defer a portion of their cash bonus into an award of shares. Of the annual incentive to Executive Directors,
25% is deferred into shares under the DSBP. Deferred shares must normally be held for a period of three years.
The share awards/options set out below are outstanding at 30 September 2023.
Share-based
payment expense
\u00a3000
Options at
1 October 2022
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2023
Number
Pre-admission awards
798
549,069
\u2013
\u2013
(65,503)
483,566
LTIP
4,884
1,043,047
919,954
(147,167)
(243,542)
1,572,292
LA LTIP
665
236,241
82,289
(39,820)
(107,532)
171,178
Deferred bonus \u2013 equity settled
79
8,636
19,187
\u2013
\u2013
27,823
SIP and ESPP
88
\u2013
14,343
\u2013
(1,672)
12,671
Payroll tax
514
n/a
n/a
n/a
n/a
n/a
Total
7,028
1,836,993
1,035,773
(186,987)
(418,249)
2,267,530
The share awards/options set out below are outstanding at 30 September 2022.
Share-based
payment expense
\u00a3000
Options at
1 October 2021
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2022
Number
Pre-admission awards
909
642,686
\u2013
\u2013
(93,617)
549,069
LTIP
2,530
483,641
706,757
(10,144)
(137,207)
1,043,047
LA LTIP
1,301
\u2013
242,174
\u2013
(5,933)
236,241
Deferred bonus \u2013 equity settled
33
\u2013
8,636
\u2013
\u2013
8,636
Payroll tax
453
n/a
n/a
n/a
n/a
n/a
Total
5,226
1,126,327
957,567
(10,144)
(236,757)
1,836,993
All share options outstanding are equity-settled and are options to subscribe for new ordinary shares of 0.01p each in the Company. The fair value is determined at the date of grant and is not
subsequently remeasured unless conditions on which the award was granted are modi\ufb01ed. The share options granted in the year have no market performance conditions associated with them and
so\u00a0fair value is deemed to be the share price at date of grant. The weighted average fair value per option granted during the year was \u00a37.49 (FY22: \u00a311.84). The resulting fair value which is expensed over
the service period is adjusted, based on management\u2019s best estimate, for a percentage of employees that will leave the Group.
The weighted average exercise price of the options granted, exercised and forfeited was \u00a3nil (FY22: \u00a3nil) and the market price at date of exercise was \u00a37.06 (FY22: \u00a39.50). The options outstanding at
30\u00a0September 2022 and 2023 had a weighted average exercise price of \u00a3nil (FY22: \u00a3nil) and a weighted average remaining contractual life of 1.1 years (FY22: 1.7 years). There are 18,850 share options
with a weighted average exercise price of \u00a3nil exercisable at 30 September 2023 (FY22: 6,072).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21092": {
"value": "22. Financial instruments The Group is exposed to risks that arise from its use of \ufb01nancial instruments. This note describes
the Group\u2019s objectives, policies and processes for managing those risks and the methods used to
measure them. The signi\ufb01cant accounting policies are disclosed in note 1.
Financial instruments by category
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Financial assets held at amortised cost
Trade and other receivables (excluding prepayments
and non-\ufb01nancial assets)
15,291
13,078
Cash and cash equivalents
8,539
51,817
23,830
64,895
Financial liabilities held at amortised cost
Trade and other payables (excluding non-\ufb01nancial liabilities)
(20,917)
(13,647)
Loans and borrowings
(121,830)
(180,845)
(142,747)
(194,492)
Financial risk management
The Group\u2019s activities and the existence of the above \ufb01nancial instruments expose it to a variety
of\u00a0\ufb01nancial risks. The Board has overall responsibility for the determination of the Group\u2019s risk
management objectives and policies. The overall objective of the Board is to set policies that seek
to reduce ongoing risk as far as possible without unduly affecting the Group\u2019s competitiveness
and \ufb02exibility.
The Group is exposed to the following \ufb01nancial risks:
Credit risk
The Group\u2019s exposure to credit risk arises from cash and cash equivalents, as well as outstanding
receivables (note 14).
The Group\u2019s cash and cash equivalents are all held on deposit with leading international banks
and\u00a0hence the Directors consider the credit risk\u00a0associated with such balances to be low. It is
the\u00a0Group\u2019s policy that banks and \ufb01nancial institutions only independently rated parties with a
minimum rating of \u2018A\u2019 are accepted. If a bank rating is downgraded the business is required to move
banks as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts
presented\u00a0in the Consolidated Statement of Financial Position in relation to the Group\u2019s trade
receivables are presented net of loss allowances. The Group measures loss allowances at an
amount equal to the lifetime ECL using both qualitative and quantitative information and analysis
based on the Group\u2019s historical experience and forward-looking information. During the year there
was a credit to the Consolidated Statement of Pro\ufb01t or Loss of \u00a30.1m (FY22: charge of \u00a30.2m) to
reduce the loss allowance.
The carrying amount of \ufb01nancial assets recorded in the \ufb01nancial statements, which is net of
impairment losses, represents the Group\u2019s maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group\u2019s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter dif\ufb01culty in meeting its \ufb01nancial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash \ufb02ow forecasts re\ufb02ecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has suf\ufb01cient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to \ufb01nance requirements.
The table below analyses the Group\u2019s \ufb01nancial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash \ufb02ows.
2023
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
121,830
123,290
13,391
109,899
\u2013
Trade and other payables
20,917
20,917
20,917
\u2013
\u2013
30 September 2023
142,747
144,207
34,308
109,899
\u2013
2022
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
(restated
1
)
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
180,845
182,673
31,342
151,331
\u2013
Trade and other payables
13,647
13,647
13,647
\u2013
\u2013
30 September 2022
194,492
196,320
44,989
151,331
\u2013
1 Restated due to calculation error in the FY22 Consolidated Financial Statements.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the pro\ufb01tability of
the\u00a0business. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against pound sterling have an
impact on both the result for the period and equity.
The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net foreign currency monetary liabilities
US dollars
(125,770)
(143,890)
Euros
124
1,888
The following table details the Group\u2019s sensitivity to a 10% (FY22: 10%) strengthening and
weakening in pound sterling against the US dollar and euro. The sensitivity analysis includes only
foreign currency denominated monetary items and adjusts their translation at the period end for
a\u00a010% change in foreign currency rates. Where pound sterling strengthens 10% (FY22: 10%) against
the relevant currency, a negative number below indicates an increase in pro\ufb01t in the Consolidated
Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity and a positive
number indicates a decrease in pro\ufb01t in the Consolidated Statement of Pro\ufb01t or Loss and the
Consolidated Statement of Changes in Equity. For a 10% (FY22: 10%) weakening in pound sterling
against the relevant currency, there would be an equal and opposite impact on the pro\ufb01t in the
Consolidated Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
US dollars
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
12,097
15,842
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
480
(1,953)
Euros
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
(8)
(3)
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
(4)
(183)
Deferred tax on unrealised foreign exchange differences arises from US holding companies with
pound sterling as their functional currency for the Consolidated Financial Statements but US
dollar functional currency under US tax rules (see note 9). Per the US tax basis these holding
companies incurred an unrealised foreign exchange loss of \u00a328.2m on intra-group loans
denominated in pound sterling totalling \u00a3295.6m (FY22: gain of \u00a361.9m). Unrealised foreign
exchange differences are not taxable until realised, giving rise to deferred tax. Movements in the
exchange rate of the US dollar against sterling have an impact on the result for the period. A 10%
strengthening or weakening in pound sterling against the US dollar would result in an decrease or
increase in the pro\ufb01t in the Consolidated Statement of Pro\ufb01t of Loss of \u00a319.9m (FY22: \u00a319.9m).Net investment hedge In June 2022, the Senior Term Facility was designated as a hedge of the net investment in the US
dollar denominated subsidiaries. There was no ineffectiveness recorded from the net investment
in foreign entity hedges.
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net investment hedge
Loans and borrowings
121,830
180,845
US dollar carrying amount of Senior Term Facility
$150,286
$183,000
Hedge ratio
1:1
1:1
Change in carrying amount of Senior Term Facility as a result of
foreign currency movements recognised in Consolidated Statement
of Pro\ufb01t or Loss and Other Comprehensive Income or Loss
11,841
(16,173)
Change in value of hedged item used to determine hedge effectiveness
(11,841)
16,173
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group
borrowed funds at \ufb02oating interest rates. There were loans of \u00a3121.8m outstanding at
30\u00a0September 2023 (FY22: \u00a3180.8m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For
\ufb02oating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the
reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the
Group\u2019s pro\ufb01t for the year ended 30 September\u00a02023 would increase or decrease by \u00a32.3m (FY22:
\u00a33.3m). This is mainly attributable to the Group\u2019s exposure on its variable rate Senior Term Facility
and Revolving Credit Facility.
Capital risk management
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as
a\u00a0going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Fair value of \ufb01nancial instruments
The fair value of \ufb01nancial assets and \ufb01nancial liabilities are determined in accordance with IFRS 13 \u201cFair Value Measurement\u201d as follows:
Level 1
The fair value of \ufb01nancial assets and \ufb01nancial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other \ufb01nancial assets and \ufb01nancial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash \ufb02ow
analysis using prices from observable current market transactions and dealer quotes for similar instruments.
Level 3
If one or more signi\ufb01cant inputs are not based on observable market data, the instrument is included in level 3.
There are no \ufb01nancial instruments classi\ufb01ed as level 3.
Financing activities
The movements in assets/(liabilities) arising from \ufb01nancing activities are as follows:
2023
1 October 2022
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2023
\u00a3000
Cash and cash equivalents
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Total \ufb01nancing assets
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Bank loans
(180,845)
\u2013
\u2013
(11,071)
58,511
11,575
(121,830)
Lease liabilities
(1,840)
(438)
\u2013
(2,079)
983
119
(3,255)
Total \ufb01nancing liabilities
(182,685)
(438)
\u2013
(13,150)
59,494
11,694
(125,085)
2022
1 October 2021
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2022
\u00a3000
Cash and cash equivalents
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Total \ufb01nancing assets
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Bank loans
(148,686)
\u2013
\u2013
(7,674)
7,283
(31,768)
(180,845)
Loan notes
(353)
\u2013
\u2013
(5)
359
(1)
\u2013
Contingent consideration
(2,794)
(17,889)
(1,849)
1,024
22,168
(660)
\u2013
Lease liabilities
(1,432)
(1,063)
\u2013
(204)
1,096
(237)
(1,840)
Total \ufb01nancing liabilities
(153,265)
(18,952)
(1,849)
(6,859)
30,906
(32,666)
(182,685)
Other non-cash movements include accrued \ufb01nance costs, amortisation of \ufb01nance costs, additions to lease liabilities and contingent consideration - equity portion.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21124": {
"value": "Financial risk management The Group\u2019s activities and the existence of the above \ufb01nancial instruments expose it to a variety
of\u00a0\ufb01nancial risks. The Board has overall responsibility for the determination of the Group\u2019s risk
management objectives and policies. The overall objective of the Board is to set policies that seek
to reduce ongoing risk as far as possible without unduly affecting the Group\u2019s competitiveness
and \ufb02exibility.
The Group is exposed to the following \ufb01nancial risks:
Credit risk
The Group\u2019s exposure to credit risk arises from cash and cash equivalents, as well as outstanding
receivables (note 14).
The Group\u2019s cash and cash equivalents are all held on deposit with leading international banks
and\u00a0hence the Directors consider the credit risk\u00a0associated with such balances to be low. It is
the\u00a0Group\u2019s policy that banks and \ufb01nancial institutions only independently rated parties with a
minimum rating of \u2018A\u2019 are accepted. If a bank rating is downgraded the business is required to move
banks as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts
presented\u00a0in the Consolidated Statement of Financial Position in relation to the Group\u2019s trade
receivables are presented net of loss allowances. The Group measures loss allowances at an
amount equal to the lifetime ECL using both qualitative and quantitative information and analysis
based on the Group\u2019s historical experience and forward-looking information. During the year there
was a credit to the Consolidated Statement of Pro\ufb01t or Loss of \u00a30.1m (FY22: charge of \u00a30.2m) to
reduce the loss allowance.
The carrying amount of \ufb01nancial assets recorded in the \ufb01nancial statements, which is net of
impairment losses, represents the Group\u2019s maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group\u2019s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter dif\ufb01culty in meeting its \ufb01nancial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash \ufb02ow forecasts re\ufb02ecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has suf\ufb01cient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to \ufb01nance requirements.
The table below analyses the Group\u2019s \ufb01nancial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash \ufb02ows.
2023
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
121,830
123,290
13,391
109,899
\u2013
Trade and other payables
20,917
20,917
20,917
\u2013
\u2013
30 September 2023
142,747
144,207
34,308
109,899
\u2013
2022
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
(restated
1
)
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
180,845
182,673
31,342
151,331
\u2013
Trade and other payables
13,647
13,647
13,647
\u2013
\u2013
30 September 2022
194,492
196,320
44,989
151,331
\u2013
1 Restated due to calculation error in the FY22 Consolidated Financial Statements.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the pro\ufb01tability of
the\u00a0business. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against pound sterling have an
impact on both the result for the period and equity.
The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net foreign currency monetary liabilities
US dollars
(125,770)
(143,890)
Euros
124
1,888
The following table details the Group\u2019s sensitivity to a 10% (FY22: 10%) strengthening and
weakening in pound sterling against the US dollar and euro. The sensitivity analysis includes only
foreign currency denominated monetary items and adjusts their translation at the period end for
a\u00a010% change in foreign currency rates. Where pound sterling strengthens 10% (FY22: 10%) against
the relevant currency, a negative number below indicates an increase in pro\ufb01t in the Consolidated
Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity and a positive
number indicates a decrease in pro\ufb01t in the Consolidated Statement of Pro\ufb01t or Loss and the
Consolidated Statement of Changes in Equity. For a 10% (FY22: 10%) weakening in pound sterling
against the relevant currency, there would be an equal and opposite impact on the pro\ufb01t in the
Consolidated Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
US dollars
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
12,097
15,842
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
480
(1,953)
Euros
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
(8)
(3)
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
(4)
(183)
Deferred tax on unrealised foreign exchange differences arises from US holding companies with
pound sterling as their functional currency for the Consolidated Financial Statements but US
dollar functional currency under US tax rules (see note 9). Per the US tax basis these holding
companies incurred an unrealised foreign exchange loss of \u00a328.2m on intra-group loans
denominated in pound sterling totalling \u00a3295.6m (FY22: gain of \u00a361.9m). Unrealised foreign
exchange differences are not taxable until realised, giving rise to deferred tax. Movements in the
exchange rate of the US dollar against sterling have an impact on the result for the period. A 10%
strengthening or weakening in pound sterling against the US dollar would result in an decrease or
increase in the pro\ufb01t in the Consolidated Statement of Pro\ufb01t of Loss of \u00a319.9m (FY22: \u00a319.9m).Net investment hedge In June 2022, the Senior Term Facility was designated as a hedge of the net investment in the US
dollar denominated subsidiaries. There was no ineffectiveness recorded from the net investment
in foreign entity hedges.
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net investment hedge
Loans and borrowings
121,830
180,845
US dollar carrying amount of Senior Term Facility
$150,286
$183,000
Hedge ratio
1:1
1:1
Change in carrying amount of Senior Term Facility as a result of
foreign currency movements recognised in Consolidated Statement
of Pro\ufb01t or Loss and Other Comprehensive Income or Loss
11,841
(16,173)
Change in value of hedged item used to determine hedge effectiveness
(11,841)
16,173
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group
borrowed funds at \ufb02oating interest rates. There were loans of \u00a3121.8m outstanding at
30\u00a0September 2023 (FY22: \u00a3180.8m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For
\ufb02oating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the
reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the
Group\u2019s pro\ufb01t for the year ended 30 September\u00a02023 would increase or decrease by \u00a32.3m (FY22:
\u00a33.3m). This is mainly attributable to the Group\u2019s exposure on its variable rate Senior Term Facility
and Revolving Credit Facility.
Capital risk management
The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as
a\u00a0going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21133": {
"value": "Credit risk The Group\u2019s exposure to credit risk arises from cash and cash equivalents, as well as outstanding
receivables (note 14).
The Group\u2019s cash and cash equivalents are all held on deposit with leading international banks
and\u00a0hence the Directors consider the credit risk\u00a0associated with such balances to be low. It is
the\u00a0Group\u2019s policy that banks and \ufb01nancial institutions only independently rated parties with a
minimum rating of \u2018A\u2019 are accepted. If a bank rating is downgraded the business is required to move
banks as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts
presented\u00a0in the Consolidated Statement of Financial Position in relation to the Group\u2019s trade
receivables are presented net of loss allowances. The Group measures loss allowances at an
amount equal to the lifetime ECL using both qualitative and quantitative information and analysis
based on the Group\u2019s historical experience and forward-looking information. During the year there
was a credit to the Consolidated Statement of Pro\ufb01t or Loss of \u00a30.1m (FY22: charge of \u00a30.2m) to
reduce the loss allowance.
The carrying amount of \ufb01nancial assets recorded in the \ufb01nancial statements, which is net of
impairment losses, represents the Group\u2019s maximum exposure to credit risk.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfCreditRiskExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21153": {
"value": "Liquidity risk Liquidity risk arises from the Group\u2019s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter dif\ufb01culty in meeting its \ufb01nancial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash \ufb02ow forecasts re\ufb02ecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has suf\ufb01cient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to \ufb01nance requirements.
The table below analyses the Group\u2019s \ufb01nancial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash \ufb02ows.
2023
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
121,830
123,290
13,391
109,899
\u2013
Trade and other payables
20,917
20,917
20,917
\u2013
\u2013
30 September 2023
142,747
144,207
34,308
109,899
\u2013
2022
Carrying
amount
\u00a3000
Contractual
cash \ufb02ows
\u00a3000
Due less
than 1 year
\u00a3000
Between 1
and 5 years
(restated
1
)
\u00a3000
Over 5 years
\u00a3000
Loans and borrowings
180,845
182,673
31,342
151,331
\u2013
Trade and other payables
13,647
13,647
13,647
\u2013
\u2013
30 September 2022
194,492
196,320
44,989
151,331
\u2013
1 Restated due to calculation error in the FY22 Consolidated Financial Statements.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21237": {
"value": "Foreign exchange risk Foreign exchange risk is the risk that movements in exchange rates affect the pro\ufb01tability of
the\u00a0business. The Group\u2019s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against pound sterling have an
impact on both the result for the period and equity.
The carrying amounts of the Group\u2019s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
2023
\u00a3000
30 September
2022
\u00a3000
Net foreign currency monetary liabilities
US dollars
(125,770)
(143,890)
Euros
124
1,888
The following table details the Group\u2019s sensitivity to a 10% (FY22: 10%) strengthening and
weakening in pound sterling against the US dollar and euro. The sensitivity analysis includes only
foreign currency denominated monetary items and adjusts their translation at the period end for
a\u00a010% change in foreign currency rates. Where pound sterling strengthens 10% (FY22: 10%) against
the relevant currency, a negative number below indicates an increase in pro\ufb01t in the Consolidated
Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity and a positive
number indicates a decrease in pro\ufb01t in the Consolidated Statement of Pro\ufb01t or Loss and the
Consolidated Statement of Changes in Equity. For a 10% (FY22: 10%) weakening in pound sterling
against the relevant currency, there would be an equal and opposite impact on the pro\ufb01t in the
Consolidated Statement of Pro\ufb01t or Loss and the Consolidated Statement of Changes in Equity.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
US dollars
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
12,097
15,842
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
480
(1,953)
Euros
Change in pro\ufb01t for the year in Consolidated Statement of Pro\ufb01t or Loss
(8)
(3)
Change in pro\ufb01t in Consolidated Statement of Changes in Equity
(4)
(183)
Deferred tax on unrealised foreign exchange differences arises from US holding companies with
pound sterling as their functional currency for the Consolidated Financial Statements but US
dollar functional currency under US tax rules (see note 9). Per the US tax basis these holding
companies incurred an unrealised foreign exchange loss of \u00a328.2m on intra-group loans
denominated in pound sterling totalling \u00a3295.6m (FY22: gain of \u00a361.9m). Unrealised foreign
exchange differences are not taxable until realised, giving rise to deferred tax. Movements in the
exchange rate of the US dollar against sterling have an impact on the result for the period. A 10%
strengthening or weakening in pound sterling against the US dollar would result in an decrease or
increase in the pro\ufb01t in the Consolidated Statement of Pro\ufb01t of Loss of \u00a319.9m (FY22: \u00a319.9m).",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21388": {
"value": "Capital risk management The Group\u2019s objectives when managing capital are to safeguard the Group\u2019s ability to continue as
a\u00a0going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21431": {
"value": "Fair value of \ufb01nancial instruments The fair value of \ufb01nancial assets and \ufb01nancial liabilities are determined in accordance with IFRS 13 \u201cFair Value Measurement\u201d as follows:
Level 1
The fair value of \ufb01nancial assets and \ufb01nancial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other \ufb01nancial assets and \ufb01nancial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash \ufb02ow
analysis using prices from observable current market transactions and dealer quotes for similar instruments.
Level 3
If one or more signi\ufb01cant inputs are not based on observable market data, the instrument is included in level 3.
There are no \ufb01nancial instruments classi\ufb01ed as level 3.
Financing activities
The movements in assets/(liabilities) arising from \ufb01nancing activities are as follows:
2023
1 October 2022
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2023
\u00a3000
Cash and cash equivalents
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Total \ufb01nancing assets
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Bank loans
(180,845)
\u2013
\u2013
(11,071)
58,511
11,575
(121,830)
Lease liabilities
(1,840)
(438)
\u2013
(2,079)
983
119
(3,255)
Total \ufb01nancing liabilities
(182,685)
(438)
\u2013
(13,150)
59,494
11,694
(125,085)
2022
1 October 2021
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2022
\u00a3000
Cash and cash equivalents
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Total \ufb01nancing assets
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Bank loans
(148,686)
\u2013
\u2013
(7,674)
7,283
(31,768)
(180,845)
Loan notes
(353)
\u2013
\u2013
(5)
359
(1)
\u2013
Contingent consideration
(2,794)
(17,889)
(1,849)
1,024
22,168
(660)
\u2013
Lease liabilities
(1,432)
(1,063)
\u2013
(204)
1,096
(237)
(1,840)
Total \ufb01nancing liabilities
(153,265)
(18,952)
(1,849)
(6,859)
30,906
(32,666)
(182,685)
Other non-cash movements include accrued \ufb01nance costs, amortisation of \ufb01nance costs, additions to lease liabilities and contingent consideration - equity portion.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21432": {
"value": "Fair value of \ufb01nancial instruments The fair value of \ufb01nancial assets and \ufb01nancial liabilities are determined in accordance with IFRS 13 \u201cFair Value Measurement\u201d as follows:
Level 1
The fair value of \ufb01nancial assets and \ufb01nancial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other \ufb01nancial assets and \ufb01nancial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash \ufb02ow
analysis using prices from observable current market transactions and dealer quotes for similar instruments.
Level 3
If one or more signi\ufb01cant inputs are not based on observable market data, the instrument is included in level 3.
There are no \ufb01nancial instruments classi\ufb01ed as level 3.
Financing activities
The movements in assets/(liabilities) arising from \ufb01nancing activities are as follows:
2023
1 October 2022
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2023
\u00a3000
Cash and cash equivalents
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Total \ufb01nancing assets
51,817
\u2013
\u2013
\u2013
(43,682)
404
8,539
Bank loans
(180,845)
\u2013
\u2013
(11,071)
58,511
11,575
(121,830)
Lease liabilities
(1,840)
(438)
\u2013
(2,079)
983
119
(3,255)
Total \ufb01nancing liabilities
(182,685)
(438)
\u2013
(13,150)
59,494
11,694
(125,085)
2022
1 October 2021
\u00a3000
Arising on
acquisition
\u00a3000
Fair value
movements
\u00a3000
Other non-cash
movements
\u00a3000
Cash \ufb02ow
\u00a3000
Exchange
differences
\u00a3000
30 September
2022
\u00a3000
Cash and cash equivalents
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Total \ufb01nancing assets
397,451
\u2013
\u2013
\u2013
(354,720)
9,086
51,817
Bank loans
(148,686)
\u2013
\u2013
(7,674)
7,283
(31,768)
(180,845)
Loan notes
(353)
\u2013
\u2013
(5)
359
(1)
\u2013
Contingent consideration
(2,794)
(17,889)
(1,849)
1,024
22,168
(660)
\u2013
Lease liabilities
(1,432)
(1,063)
\u2013
(204)
1,096
(237)
(1,840)
Total \ufb01nancing liabilities
(153,265)
(18,952)
(1,849)
(6,859)
30,906
(32,666)
(182,685)
Other non-cash movements include accrued \ufb01nance costs, amortisation of \ufb01nance costs, additions to lease liabilities and contingent consideration - equity portion.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21612": {
"value": "23. Related party transactions For the year ended 30 September 2023
The Group paid seven months\u2019 rent of $80,000 (\u00a364,000) to McQuade Enterprises LLC, a company
owned by the previous owners of ESN. There were other no related party transactions.
For the year ended 30 September 2022
There were no related party transactions.
Key management personnel compensation
The Group has determined that the key management personnel constitute the Board and the
members of the Senior Management Team.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Short-term employee bene\ufb01ts
3,182
4,600
Post-employment bene\ufb01ts
61
73
Share-based payment expense
3,908
3,062
Total key management personnel compensation
7,151
7,735
Remuneration of Directors
Further details of the Directors\u2019 remuneration and share options are set out in the Remuneration
Committee Report on pages 94 to 112. The total amounts for Directors\u2019 remuneration were
as\u00a0follows:
Year ended
30 September
2023
\u00a3000
Restated
1
Year ended
30 September
2022
\u00a3000
Short-term employee bene\ufb01ts
1,034
1,354
Non-Executive Directors\u2019 fees
334
284
Post-employment bene\ufb01ts
48
46
Share-based payment expense
1,624
1,152
Total Directors\u2019 remuneration
3,040
2,836
1 Short-term bene\ufb01ts restated to include annual bonuses.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21620": {
"value": "Key management personnel compensation The Group has determined that the key management personnel constitute the Board and the
members of the Senior Management Team.
Year ended
30 September
2023
\u00a3000
Year ended
30 September
2022
\u00a3000
Short-term employee bene\ufb01ts
3,182
4,600
Post-employment bene\ufb01ts
61
73
Share-based payment expense
3,908
3,062
Total key management personnel compensation
7,151
7,735",
"dimensions": {
"concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21677": {
"value": "24. Events a\ufb05er the balance sheet date There were no other events after the balance sheet date.",
"dimensions": {
"concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
},
"f21706": {
"value": "25. List of subsidiaries In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, the registered of\ufb01ce and the effective percentage of equity owned included in these Consolidated Financial
Statements at 30 September 2023 are disclosed below.
Subsidiary undertakings
Registered of\ufb01ce
Principal activity
Proportion held
ATG Media Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
ATG Nominees Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
ATG US Holdings Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Holding company
100%
ATG US Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Fluency Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Holdco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Midco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Mobility LLC
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
Auction Payment Network LLC
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Auction Technology Group Germany GmbH
Grosse Backerstrasse 9, 20095, Hamburg, Germany
Provision of auction trading software
100%
Auction Technology Group UK Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Bidspotter Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
LiveAuctioneers LLC
80 State Street, Albany, New York, 12207-2543, United States
Provision of auction trading software
100%
Metropress Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Provision of auction trading software
100%
Peddars Management Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Proxibid Inc.
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Proxibid UK Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Vintage Software LLC
221 Bolivar Street, Jefferson City, Missouri, 65101, United States
Provision of auction trading software
100%
All holdings of subsidiaries are of ordinary shares. In addition, there are 100% preference shares held in Auction Topco Limited.
The United Kingdom dormant companies listed above are exempt from preparing individual accounts and from \ufb01ling with the registrar individual accounts by virtue of Section 394 and 448 of the
Companies Act 2006 respectively.
For the year ended 30 September 2023, the following subsidiary undertakings of the Group were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of the Companies Act 2006.
Company
Company registration number
ATG Media Holdings Limited
06521301
Auction Bidco Limited
12401140
Auction Holdco Limited
12400986
Auction Midco Limited
12400881
Auction Technology Group UK Holdings Limited
06636047
Auction Topco Limited
12400807
Proxibid UK Limited
09023785
Turner Bidco Limited
08968359
Turner Topco Limited
08968154",
"dimensions": {
"concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory",
"language": "en",
"entity": "scheme:213800U8Q9K2XI3WRE39",
"period": "2022-10-01T00:00:00/2023-10-01T00:00:00"
}
}
}
}