Group Services

The Group Services businesses include Auto Windscreens Services Limited ("AWS"), Vision Vehicles Solutions Limited ("VVS"), VisionTrack Limited ("VT") plus some smaller property investment companies. AWS, which repairs and replaces automotive glazing, achieved a 3% increase in completed glass claims due to growth in existing customers, new business wins and, to a lesser impact, a return to more normal post-pandemic driving patterns compared to 2021. This was supplemented by growth in the higher margin Advanced Driver Assistance System (ADAS) recalibration jobs, which continue to rise due to the increased technology and automation features on our customers' vehicles. However, the spike in heat and electricity costs across the multiple service sites had an impact on bottom line profit for the year. VVS, which provides replacement vehicles for non-fault motor claims cases, saw an increase in profit due to higher volumes and fleet utilisation. Through this approach the business was able to seek out cases that had a storage and recovery element for policyholders' damaged vehicles, as these attract a higher margin. VT, which designs, develops and supplies in-vehicle video telematics products and services, experienced strong subscription growth across commercial vehicle fleets adopting video telematics, growth in partner customers who sell our services as a complimentary service to their own telematics software solution, and maintained stable turnover with direct customers whilst adding a number of new key accounts during the year.

# Key Performance Indicators

The Board and other stakeholders focus on "EBITDA" (earnings before interest, tax, depreciation and amortisation) as this measure is deemed to give a more focused view of the underlying performance of the business. The figures below are on a statutory basis for the Company and its controlled entities ("the Group"), noting that 2021 figures cover the period 9 December 2020 to 31 December 2021 but only include the results of the Markerstudy Group from 14 July 2021:

|                                    | 2022     | 2021    |
|------------------------------------|----------|---------|
|                                    | £000     | £000    |
| Loss before taxation               | (96,447) | (4,187) |
| remove: net interest expense       | 35,909   | 4,833   |
| remove: share of loss of associate | 5,985    | 1,221   |
| remove: amortisation               | 76,538   | 24,208  |
| remove: depreciation               | 7,856    | 2,448   |
| Statutory EBITDA                   | 29,841   | 28,523  |

Whilst the above table shows a statutory view of EBITDA, in addition the Directors consider Adjusted EBITDA on a constant perimeter basis that includes pre-acquisition results to monitor underlying trends in all acquired businesses after exclusion of non-recurring items. In addition, the Group closely monitors its performance against a series of indices that are set as part of a rigorous budgeting process. The indices cover key aspects of the business operations including turnover, cost of sales, administrative expenses and profit/(loss) before tax. As a rule, indices are monitored monthly, on both an individual month and year-to-date basis and are the subject of a monthly review meeting for each of the main functions.

Expenses are monitored monthly against the budget by cost centre and expense type. Variance reporting is a key feature of the review process. A dashboard reporting suite to monitor operational variances and performance by departmental area is in operation and reviewed monthly. Investments made by the Group are closely monitored by its investment committee against the expected performance for each individual investment.

# Going Concern

The Group is expected to generate positive cash flows for a period of at least 12 months from the date of approval of these financial statements. The Company's parent entity, Venus Topco Limited, has provided a letter of support confirming that it will continue to provide financial support to the Company such that it will continue to be able to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Group is forecast to generate positive future cash flows, after servicing debt and capital expenditure, and the Directors are therefore confident that there will be sufficient positive cash flows to support the liquidity and solvency of the Company. The Group continues to monitor the impacts of inflation. Whilst there are nascent signs of inflation levelling off in the UK, the future direction of price rises, particularly in respect of energy, are difficult to predict due to their reliance on geopolitical and macroeconomic factors such as the ongoing war in Ukraine. Similarly, the Bank of England's responses via base rate announcements and the UK Government's interventions to calm inflation are also difficult to accurately forecast.

However, in general, concerns over costs spiralling out of control have largely abated compared to the high level of volatility seen in 2022, particularly after the "mini Budget" of late September. The Group's cost base is reviewed regularly and opportunities to achieve savings, including looking at new energy providers and leveraging the Group's purchase power to lower or cap costs, continue to be actively sought.

The continued support of the Company's parent, and the Group's debt providers, to fund acquisitions such as BGLi and Clegg Gifford demonstrate their confidence in the Group to seek out opportunities for growth and value generation. In addition, the organic growth and cash generation from the existing Markerstudy Group businesses support the long-term prospects of the organisation and mean that the Directors are confident that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and for a period of at least 12 months from the signing of these financial statements. On this basis, the Directors continue to prepare these financial statements on a going concern basis.

# Risk Management

Managing Our Risks to Our Strategy Our overall aim is to make risk management processes and approach focused on our material risks, simple to implement and embedded within our business processes. The role of the Group's Risk Function in this is to provide effective, proactive oversight and challenge to ensure that the business remains agile, but decisions are made with a clear assessment of the uncertainties. Our risk management approach starts with the objectives of the business, our planning process sets out what we are looking to achieve and our assessment of the risks are focused on what could prevent or increase the chance of these being achieved.