Notes to the interim condensed consolidated financial statements

for the 6 months ended 30 June 2021

1.       General information

Made.com Group Plc (the 'Company') was incorporated in England and Wales on 20 April 2021. The Company is a public company limited by shares. The address of its registered office is 5 Singer Street London EC2A 4BQ.  On 21 June 2021, the Company acquired Made.com Limited and its subsidiaries (the Made.com Limited Group). Together they form the Made.com Group Plc group (the Group). The Group is engaged in the online retail of furnishings and homeware. Immediately following the reorganisation, the entire issued share capital of the Company was admitted on to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities.

2.      Basis of preparation and accounting policies

Group Reorganisation

On 21 June 2021, the Company acquired the entire shareholding of Made.com Limited via a share-for-share exchange. The insertion of the Company on top of the existing Made.com Limited Group does not constitute a business combination under IFRS 3 Business Combinations. This transaction has been deemed to be a reverse acquisition in line with guidance from the Interpretations Committee (IFRIC) and as such the consolidated accounts for the Group are treated as a continuation of the consolidated accounts of the Made.com Limited Group.

Under the principles of continuation accounting the consolidated financial statement of the newly formed Group must reflect:

These interim condensed consolidated financial statements of the Group are the first set of interim financial statements for the newly formed Group. The prior period has been presented as a continuation of the former Made.com Limited Group on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented, being 1 January 2020. The prior period comparatives are those of the former Made.com Limited Group since no substantive economic changes have occurred. The consolidated reserves of the Group have been adjusted in the current period following the share-for-share exchange to reflect the share capital of the Company with the difference giving rise to a merger reserve.

Basis of preparation

These interim condensed consolidated financial statements (Interim Financial Statements) of Made.com Group Plc comprises the results of the Group for the 6 months ended 30 June 2021. These Interim Financial Statements are unaudited but have been reviewed by the auditors and their report to the Company is set out on page 32, and they were authorised for issue in accordance with a resolution of the Directors on 13 September 2021.

The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting and the Disclosure and Transparency Rules of the Financial Conduct Authority. The annual financial statements of the Group will be prepared in accordance with UK adopted International Financial Reporting Standards. They do not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 and should be read in conjunction with the financial statements prepared for the Made.com Limited Group for the twelve months ended 31 December 2020, which were prepared in accordance with International Financial Reporting Standards (IFRS) and are filed with the Register of Companies in Gibraltar and are available to shareholders on request. The auditor's report on these accounts was unqualified and did not contain an emphasis of matter paragraph.

2.      Basis of preparation and changes to the Groups accounting policies (continued)

Accounting policies

The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those followed in the preparation of financial statements for the Made.com Limited Group for the twelve months ended 31 December 2020, as set out in note 2 of those statements, except for the new standards and amendments effective as of 1 January 2021, which have not had an impact on the Interim Financial Statements of the Group.

Critical accounting judgements and key sources of estimation and uncertainty

In the application of the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The key sources of estimation, uncertainty and judgement applied in the preparation of the Interim Financial Statements are consistent with those applied in the financial statements of the Made.com Limited Group for the year ended 31 December 2020, as disclosed in note 3 of those statements with the exception of two additional sources of estimation:

Share based payments

The One-off IPO Award granted on 21 June 2021 included market performance conditions, which required the use of a Monte-Carlo valuation model. Assumptions and estimates have been used to determine the value of certain inputs into the Monte-Carlo model that would normally be determined with reference to active market data, including share price volatility which has been estimated with reference to comparable companies.

Share issuance costs

As part of the IPO, the Group issued new share capital. In line with the requirements of IAS 32 certain costs that have been deemed to be directly related to the issuance of new share capital have been recognised in equity. In order to determine the value to recognise in equity certain costs have been allocated using a systematic estimation method with reference to the proportion of new share capital issued and total share capital.

Deferred tax asset

During the period, the deferred tax asset has been revalued at 25% (previously 19%) based on the tax rate substantively enacted at the reporting date and the rate at which the recognised tax losses are expected to unwind.

Going concern

The Interim Financial Statements have been prepared on a going concern basis. The Group has reported a loss of £(6.4)m for the 6 months ended 30 June 2021 (2020: loss of £(15.2)m) and is in a net asset position of £101.4m as at 30 June 2021 (31 December 2020: net asset position £0.0m), with a net current asset position of £72.5m (31 December 2020: net current liability position of £(16.6)m).  The Group has a cash balance of £185.3m at 30 June 2021 following the successful IPO primary issue which raised £100m. The Group's loan with Silicon Valley Bank of £10.0m was repaid on 5 July 2021.

Since early 2020, the Group has been exposed to extraordinary market conditions due to the COVID-19 pandemic. During this period, despite temporary disruptions to its supply chain, the Group has delivered ongoing strong sales growth, broadly aligned to levels delivered through previous years.  Temporary supply chain disruptions have meant that the Group sold product on extended lead-times for much of 2020 and 2021. This impacted customer conversion which in turn impacted gross sales growth. The supply chain disruptions also impacted revenue recognition timing, resulting in a high level of deferred income at 30 June 2021. As stock levels normalise through 2021, the Group expects to continue delivering strong growth in all of its markets.

The directors have reviewed the Group's forecast and projections for the period to December 2022 (the 'Forecast Period'), including their assessment of trading and associated cash flow forecasts, forecast liquidity and covenant compliance, and have a reasonable expectation that the Group has adequate financial resources to continue its operations for the foreseeable future.  The Group has continued to trade throughout the COVID-19 pandemic which continues to create significant market uncertainty. 

2.      Basis of preparation and changes to the Groups accounting policies (continued)

Going concern (continued)

In considering the appropriateness of adopting the going concern basis in preparing the financial statements the directors have assessed the potential cash generation of the Group and considered a range of downside scenarios. The scenarios were informed by a comprehensive review of the macroeconomic environment and the Group's experience of trading through the pandemic over the last 18 months. The assumptions to which the forecasts are most sensitive are the expected growth in sales and the continued freight cost pressures.

The Group's base case forecast assumes an increase in stock purchases, and therefore reduction in lead times as high levels of product is delivered to the Group's warehouses, and a stabilisation and then a gradual improvement in elevated international freight cost levels. Alternative scenarios considered include:

Following the various plausible scenarios and stress tests performed the Group has demonstrated that it would continue to have sufficient cash headroom throughout the Forecast Period and still have the necessary liquidity to continue trading.

To date, performance has continued to be strong and with the measures that management have put in place the Directors judge that the Group will continue to operate as a going concern and it is well positioned to do so given the online 'pure-play' nature of its business model and the flexibility it possesses in its cost base. On the basis of the assessment performed, the directors consider it is appropriate to continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements for the period ended 30 June 2021.

3.      Segmental analysis

The Group's operating segments are reported based on the financial information provided to the Board of Directors. The Board is identified as the Chief Operating Decision Maker for the business and are responsible for making strategic decisions.  For strategic management decision making and reporting purposes, the Group is organised into business units based on location of customers. The Group is considered to have two reportable segments: UK operations and Continental Europe operations. 

Revenues for both segments are generated from the online sale of furniture and homewares products.  Each market is served by separate websites, and there are no inter-segment transactions. The Group operates a direct-to-consumer model and as such there is no reliance on a single customer or group of major customers.

The Board assesses segment performance based on a regional measure of adjusted EBITDA (before the allocation of central costs), which excludes the impact of exceptional costs and share based payment related costs (including associated employment related taxes) but includes an allocation of lease related expenses (depreciation and interest). Total assets and liabilities, as well as other specific disclosures in relation to segment assets and liabilities, are not disclosed as this information is not provided by segment to the Chief Operating Decision Maker on a regular basis.

[[1]] Included within regional adjusted EBIDTA is £1.2m of lease depreciation allocated to UK operations (2020: £ 1.2m) and £0.6m of lease depreciation allocated to Continental Europe operations (2020: £0.7m), as well as £0.1m of lease interest expense allocated to UK operations (2020: £0.2m) and £0.1m of lease interest expense allocated to Continental Europe operations (2020: £0.1m).

The nature of the Group's business model is such that there will be some seasonality driving the sales profile linked to promotional activity.  Historically there is one key promotion in the first quarter of the year and two in the second half of the year, falling into the third and fourth quarters. The Group's revenue is therefore generally expected to be higher in the second half of the year.

4.      Operating loss

Operating loss includes the following items, classified within distribution and administrative expenses:

1 ^{£0.7m of depreciation of right of use assets on warehouse leases in classified within distribution expenses (2020: £0.6m). The remaining £1.1m of depreciation of right of use assets is classified within administrative expenses (2020: £1.3m).}

5.      Capital expenditure and commitments

During the 6 months ended 30 June 2021, the Group capitalised website development costs of £3.1m (2020: £2.5m) and recorded additions to property, plant and equipment of £0.3m (2020: £0.5m). 

There were no disposals of property, plant and equipment during the period (2020: none).

There were no new leases entered in to during the period ended 30 June 2021. In the 6 months ended 3o June 2020, the Group entered into 3 new leases resulting in the recognition of additional right of use assets of £0.8m.

As at 30 June 2021, the Group has capital commitments for expenditure on property, plant and equipment contracted, but not provided for, of £3.8m (2020: £nil). 

6.      Financial assets and financial liabilities

The carrying value of the Group's financial assets and liabilities at the period end was:

The fair value of the Group's financial assets and liabilities held at amortised cost approximates their carrying value.

On 22 June 2021, the Group served notice on the Silicon Valley Bank, of the intention to repay the term loan in full on 5 July 2021. As a result of this, the term loan has been reclassified as a current liability at 30 June 2021.

Derivative assets and liabilities held at fair value

The group uses forward foreign exchange contracts to manage its transaction exposures incurred in USD and EUR.  The foreign exchange contracts are designated as cash flow hedges and are entered into for periods consistent with foreign currency exposure of the underlying transactions, generally from one to twelve months.

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Foreign exchange contracts are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies and forward rate curves of the underlying commodity. All derivative contracts are fully cash collateralised, thereby eliminating both counterparty and the Group's own non-performance risk. As at 30 June 2021, the marked-to-market value of derivative liability position is net of a credit valuation adjustment attributable to derivative counterparty default risk.  Derivative contracts are categorised as level 2 within the fair value hierarchy.

During the 6 months ended 30 June 2021, the Group transferred accumulated losses on USD cashflow hedges of £4.7m from equity to inventory (2020: £0.7m gain) and transferred accumulated gains on EUR cashflow hedges of £0.6m from equity to revenue (2020: £1.0m).

7.      Deferred revenue

The Group begins to actively market and sell its products to customers when they are in the manufacturing and shipping phase. This can typically be up to 12 weeks prior to delivery to the customer, although recent short-term supply chain pressures have meant that this can be up to 18 weeks. Customers are entitled to cancel orders free of charge prior to delivery and can return them up to 30 days after delivery. Revenue is recognised at the point that the products are delivered to the customer.  The lead time between the customer placing the sale order and the delivery of the order creates a deferred revenue contractual liability. Revenues of £48.2m (net of cancellations) were recognised in the 6 months ended 30 June 2021 that were reported as deferred revenue at the beginning of the year (6 months to 30 June 2020: £17.5m). The carrying balance of customer orders not yet fulfilled at 30 June 2021 is £67.3m (31 Dec 2020: £52.8m) which is expected to be recognised net of cancellations within 1 to 6 months of the period end (31 Dec 2020: 1 to 6 months), in line with the prevailing lead times.  Included within this balance is an amount of £1.6m relating to a provision for future returns (31 Dec 2020: £1.4m).

8.      Earnings per share             

Basic earnings per share is calculated by dividing the net loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares in issue during the period.  As the condensed consolidated interim financial statements have been presented as a continuation of the existing group, the number of shares taken as being in issue for both the current and preceding periods are deemed to be the number of ordinary shares issued by Made.com Group Plc to acquire Made.com Limited in the share for share exchange (see note 9).  The weighted average number of shares is then adjusted to reflect changes in the number of ordinary shares issued in Made.com Limited that occurred during the previous period.

Diluted earnings per share amounts are calculated by dividing the net profit/(loss) attributable to ordinary equity holders of the parent by the weighted average number of shares outstanding during the period plus the weighted average number of shares that would be issued on conversion of any dilutive potential ordinary shares into ordinary shares. The outstanding share options are anti-dilutive for the periods presented.

The following reflects the income and share data used in the basic and diluted earnings per share computations:

There have been no other transactions involving actual ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of this financial information.

9.      Issued share capital and reserves

Share Capital

Authorised, called up and fully paid share capital

[1] The share capital presented at 30 June 2020 is Made.com Limited.

On 20 April 2021, Made.com Group Plc was incorporated with an issued share capital of 1,000 ordinary shares with a nominal value of £0.001 and one redeemable preference share with a nominal value of £49,999.

On 10 June 2021, Made.com Limited issued 43,500 ordinary shares following the exercise of the warrant options by the option holders, with an exercise price of £0.001 per share.

9.      Issued share capital and reserves (continued)

On 21 June 2021, the Company issued 31,712,373 ordinary shares to the shareholders of Made.com Limited as consideration for the Company's acquisition of the entire shareholding of Made.com Limited via a share-for-share exchange. Under the terms of the exchange all ordinary shares, preference shares and growth shares in Made.com Limited were exchanged for ordinary shares in Made.com Group Plc. Under the terms of the reorganisation agreement governing the share-for-share exchange, 1,184,675 growth shares were acquired by the Company in exchange for the issue of 962,941 ordinary shares to the growth shareholders. The difference of 221,734 between the number of shares acquired and the number of shares issued reflects the application of the hurdle price for the deemed conversion of the growth shares, in accordance with the reorganisation agreement and the articles of association of Made.com Limited.

Additionally on 21 June 2021, once the share-for-share exchange was completed, the Company carried out a reorganisation of its share capital.  Under the capital reorganisation each ordinary share with a nominal value of £0.001 was split into 10 ordinary shares with a nominal value of £0.0001 (a 1:10 split). This was done to facilitate the listing on the Premium Segment of the Official List of the Financial Conduct Authority and to trade on the London Stock Exchange Main Market for listed securities.  

Upon listing, the Company raised £100m by issuing 50,000,000 new ordinary shares with a nominal value of £0.0001 and a share price of £2.00 as part of the initial public offering, with £5,000 being recognised in share capital and the remainder in share premium.  In addition, 20,526,446 new shares were issued following the exercise of employee share options and the redeemable preference share was redeemed.  Costs of £3.1m deemed to be directly attributable to the issuance of this share capital, including underwriting and professional fees, have been recognised in Share Premium in the six months ended 30 June 2021.

Nature and purpose of reserves

Foreign currency translation reserve

Exchange differences relating to the translation from the functional currencies of the Group's foreign subsidiaries into Pounds Sterling are accounted for by entries made directly to the foreign currency translation reserve.  Note that is reserve arises in the consolidated Group only, not in the Company.

Hedging reserve

The hedging reserve is used to recognise the unrealised gains and losses on cash flow hedges held by the Group that qualify for hedge accounting.

Merger reserve

Included within the Merger Reserve is an amount of £62.2m arising on the share-for-share acquisition of Made.com Limited by Made.com Group plc in June 2021, offset by an existing Merger Reserve of £(20.2)m held in Made.com Limited.

Reallocation of reserves

In the 6 months ended 30 June 2020, an amount of £0.9m of costs previously recognised through the P&L has been reallocated from retained earnings to the Share Premium account to better reflect the nature of these costs.

Dividends

No dividends have been paid or proposed during the 6 months ended 30 June 2021 (2020: nil).

10.     Share-based payments

Under the General Employee Share-option Plan (GESP), the Group, at its discretion, may grant share options over ordinary shares of the parent to employees and directors. The options are generally granted as equity-settled. The fair value of share options granted is estimated at the date of grant using an appropriate valuation model. The expense associated with issuing these options is pushed down from the ultimate parent company to the entity in which the employees are employed.

The key inputs used in the Black-Scholes pricing model to determine the fair value include the share price at the date of grant, which is calculated either with reference to the company valuation at the time of grant, adjusted for existing preference rights, and divided by the issued share capital and outstanding options at the time of grant or with reference to the market share price on the date of grant; the exercise price attached to the option; the vesting period of the award; an appropriate risk free rate; the impact of any dividend rights attached to the grant; and an expected share price volatility, estimated with reference to published volatility rates of publicly listed comparable companies.

Current period grants

All Employee Grant

On 1 January 2021, the Group granted 349,200 options over shares in Made.com Limited to employees under a one-off company-wide grant (the ''All Employee Grant'').  Under the terms of the grant, all employees were granted 600 options each with an exercise price of £10.56. A small number of these options (36,000) were granted as phantom options and will be accounted for as cash-settled.  The remaining options (313,200) are accounted for as equity settled. The options will vest in 3 equal tranches over a 3 year vesting period.  No performance conditions other than continued service are attached to the options. On 21 June 2021, following the Group's successful IPO, an accelerated vesting profile was triggered in line with the terms of the grant. 50% of the options vested on 21 June 2021; of the remaining 50%, one-third will vest at the second anniversary of the grant date and the remainder will vest at the third anniversary of the grant date.

The fair values calculated for the options and the relevant inputs into the Black-Scholes models were:

Management grant

In addition to the All Employee Grant, on 1 January 2021, the Group granted 70,000 options over shares in Made.com Limited to senior management. 46,667 options were granted with an exercise price of £10.16. 23,333 options were granted with an exercise price of £14.51. The options will vest in 12 equal tranches over a 3 year vesting period. No performance conditions other than continued service are attached to the options. 

The fair values calculated for the options and the relevant inputs into the Black-Scholes models were:

10.     Share-based payments (continued)

IPO Awards

On 21 June 2021, the Group granted 3,001,000 options over shares in Made.com Group plc to the Executive Leadership Team with an Award Price of £nil. Subjected to the specific performance conditions, 50% of the awards will vest on the second anniversary of the grant date and the remaining 50% of the awards will vest on the third anniversary of the grant date. The awards are subject to performance conditions. Under the plan rules, continued employment over the vesting period is a requirement.  In addition, one third of the award will vest (in line with the vesting schedule) subject to the achievement of at least 20% Total Shareholder Return (TSR) growth  (calculated on a compound annual growth ("CAGR") basis), measured at both vesting dates (the TSR Performance Condition); and one third of the award will vest (in line with the vesting schedule) subject to the achievement of at least 25% Sales growth (calculated on a CAGR basis), measured at both vesting dates (the Sales Growth Performance Target).

The fair value calculated for the elements of the award subject to TSR Performance Condition is £0.87 for the first tranche and £0.76 for the second tranche. These valuations have been determined using the Monte Carlo valuation method.  The fair value calculated for the remaining elements of the award is £2.00 and has been determined using the Black-Scholes model.  The inputs into the Black-Scholes and Monte Carlo models were:

Impact of the Group reorganisation on employee share options

On 21 June 2021, Made.com Group Plc acquired Made.com Limited via a share-for-share exchange.  As part of this exchange, all existing unvested and unexercised options were also transferred across to Made.com Group Plc on a one-for-one basis. It was assessed that the fair value of the unvested schemes on 21 June 2021 immediately prior to and immediately after the transfer remained unchanged. Following the transfer, Made.com Group Plc undertook a reorganisation of their share capital to divide each 1 ordinary share of £0.001 into 10 ordinary shares of £0.0001. Any unvested and unexercised options were similarly divided, such that each 1 option outstanding was divided into 10 options and any exercise price associated was divided by a factor of 10.

10.     Share-based payments (continued)

Movements during the year

The following table shows the movement in the number of equity-settled share options outstanding and the weighted average exercise prices during in the 6 months ended 30 June 2021 and 2020:

The number of options outstanding at the end of 30 June 2021 have the following terms and weighted average exercise prices:

11.      Related party transactions

The Group's significant related parties are disclosed in the most recent audited financial statements of Made.com Limited for the year ended 31 December 2020. During the six months ended 30 June 2021, two non-executive directors were appointed to the Made.com Group Plc board:

Gwyn Burr (appointed 7 May 2021)

Matthew Price (appointed 14 May 2021)

There were no other material changes to related parties in the period. As part of the IPO amounts totalling £1.0m were paid to directors in the form of one off bonuses, and 1,635,000 shares options were granted to directors and key management personnel as part of IPO Awards (refer to note 10 for further details on share option grants). Other than these specific IPO related transactions and compensation paid to key management personnel, no material related party transactions have taken place in the 6 months to 30 June 2021.

12.     Adjusted EBITDA

Adjusted EBITDA is a non-IFRS measure. It is used to evaluate the Group's operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on period-to-period bases. Accordingly, Adjusted EBITDA is presented to provide additional information assist readers to understand and evaluate the Group's operating performance.

The Group defines Adjusted EBITDA as EBITDA adjusted to include the unwinding of the discount on lease liabilities and depreciation of right-of-use assets (from the date of adoption of IFRS 16) to reflect the fact that lease related costs are key underlying business operating expenses; exclude the impact of any share based payment related expenses (including associated employment related taxes) to reflect the fact that this item is not directly correlated to underlying business performance; and exclude the impact of any items deemed to be exceptional in nature.

Exceptional items are defined as transactions that, in the opinion of the Directors, should be adjusted in order to provide a consistent and comparable view of the underlying business. Generally, this will include those items that are largely one-off or material in nature and which have been incurred outside of the normal business operations, including but not limited to restructuring and business transformation programmes and fund-raising activities.

The following table sets out the reconciliation of Adjusted EBITDA to operating loss before tax:

Exceptional items

In the 6 months ended 30 June 2021 costs of £5.4m relating to the IPO transaction have been incurred, including professional fees and one-off bonuses.

In the 6 months ended 3o June 2020 £0.2m of additional costs related to the 2019 supply chain transformation activities have been recognised; and £0.1m of costs have been incurred relating to fundraising activities.

13.     Post balance sheet events

On 5 July 2021 the Group repaid the £10m term loan outstanding with Silicon Valley Bank.

On 12 July 2021, the Group granted 3,142,915 Performance Share Plan awards (PSP) in the form of nil cost options over ordinary shares of Made.com Group Plc under the Made.com Incentive Plan (MIP).  The discretionary awards were granted to a group of senior management.  The awards will vest subject to the achievement of certain performance conditions, including relative TSR, sales growth, EPS and ESG targets, as well as the individual's continued employment over the vesting period and will be subject to a 2-year post-vesting holding period.

Statement of Directors' Responsibilities

for the 6 months ended 30 June 2021

The directors confirm that the condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and that the Interim Management Report and condensed consolidated interim financial statements include a fair review of the information required by Disclosure and Transparency Rules 4.2.4, 4.2.7 and 4.2.8, namely:

- the condensed consolidated interim financial statements gives a true and fair view of the assets, liabilities, financial position, cash flows and profit or loss of the issuer, or undertakings included in the consolidation;

- an indication of important events that have occurred during the first 6 months of the financial year and their impact on the condensed consolidated interim financial statements, and a description of the principal risks and uncertainties for the remaining 6 months of the financial year; and

- material related party transactions in the first 6 months of the financial year and any material changes in the related party transactions described in the last Annual Report.

The directors who served Made.com Group plc during the period are:

Susanne Given (appointed 7 May 2021)

Philippe Chainieux (appointed 20 April 2021)

Adrian Evans (appointed 7 May 2021)

Ning Li (appointed 20 April 2021)

Bruno Crémel (appointed 7 May 2021)

George McCulloch (appointed 7 May 2021)

Gwyn Burr (appointed 7 May 2021)

Matthew Price (appointed 14 May 2021)

BY ORDER OF THE BOARD

Philippe Chainieux

Chief Executive Officer

13 September 2021

Independent review report to the members of Made.com Group Plc

for the 6 months ended 30 June 2021

Conclusion

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 which comprises the interim condensed consolidated income statement, interim condensed consolidated statement of comprehensive income, interim condensed consolidated statement of financial position, interim condensed consolidated statement of changes in equity, interim condensed consolidated statement of cash flows and the related explanatory notes 1-13. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board.  A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2, the annual financial statements of the Made Plc Group will be prepared in accordance with UK adopted international accounting standards. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting.

Responsibilities of the directors

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Auditor's Responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statement in the half-yearly financial report. Our conclusion, based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Ernst & Young LLP

London

14 September 2021