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RNS Number : 0744T Foxtons Group PLC 30 July 2025
Foxtons Group plc
INTERIM RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2025
30 July 2025
Continued execution against the Group's growth strategy supported 31% adjusted
operating profit growth.
Foxtons Group plc (LSE: FOXT) ("the Group" or "Foxtons") delivered strong
revenue and adjusted operating profit growth in the first half of the year,
marking a fifth consecutive year of financial progress, and demonstrating
continued execution against the Group's growth plan. The Group is trading in
line with management's expectations.
H1 2025 H1 2024 Change
Revenue £86.1m £78.5m +10%
Adjusted EBITDA(1) £13.8m £10.5m +32%
Adjusted operating profit(2,3) £12.3m £9.4m +31%
Profit before tax £10.2m £7.5m +35%
Adjusted earnings per share (basic)(2,4) 2.7p 2.2p +23%
Earnings per share (basic) 2.5p 1.9p +32%
Net free cash flow(5) £3.6m (£0.9m) n/a
Interim dividend per share 0.24p 0.22p 9%
Financial highlights:
· Group revenue up 10% to £86.1m:
- Lettings revenue up 4%, supported by incremental contributions
from recent acquisitions, the resilience of the core portfolio and growth in
value-added property management services.
- Sales revenue up 25%, with our strong market position enabling
us to benefit from elevated market transaction volumes in the first quarter
ahead of the stamp duty deadline. Growth was further supported by incremental
acquisition revenues.
- Financial Services revenue flat, as higher new purchase mortgage
volumes were offset by the phasing of refinance activity, which is weighted
towards H2.
- Non-cyclical and recurring revenues generated 65% of total
revenue in H1(6).
· Adjusted EBITDA up 32% to £13.8m, adjusted operating profit up 31%
to £12.3m and profit before tax up 35% to £10.2m.
· Profit growth outpaced revenue, driving a 230 bps increase in
adjusted operating profit margin to 14.3%, reflecting growth in higher margin
property management revenues, acquisition synergy delivery, ongoing cost
control initiatives and the operating leverage within the business model.
· Improved net free cash flow (2025: £3.6m; 2024: (£0.9m)) reflecting
increased profitability and improved cash conversion. Net debt at 30 June 2025
of £18.2m (31 December 2024: £12.7m) reflecting £3.6m of net free cash flow
generation, £3.1m of earnings-accretive acquisitions, and £5.7m of
shareholder returns.
· Interim dividend up 9% to 0.24p per share (2024: 0.22p per share), in
line with the Group's progressive dividend policy.
Operational and strategic highlights:
· In Lettings:
- Continued to deliver market share growth to further build on
position as London's number 1 lettings agent brand(7).
- Robust core portfolio performance continues to underpin Group
earnings.
- 9% growth in the uptake of value-add property management on new
deals supported revenue and margin growth.
- Progressed our buy, build and bolt-on strategy with the
integration of Watford-based Imagine Properties onto the Foxtons Operating
Platform (acquired October 2024) followed by the bolt-on acquisition of
Marshall Vizard in Q1 2025(8) to create the leading local market agent.
Previous acquisitions are performing in line with expectations. The Group has
a strong pipeline of acquisition opportunities.
· In Sales:
- H1 2025 market share across Foxtons' core addressable markets
was robust at 5%(9), ahead of the 4.5% target set out in March 2023. This
leading market position allowed the Group to benefit from the rapid growth in
market transaction volumes in Q1 ahead of the stamp duty deadline.
- Commuter market acquisitions performing well and delivered
£2.2m of incremental Sales revenue in H1. Good early progress in growing the
market share of instructions through leveraging the capabilities of the
Foxtons Operating Platform.
· Disciplined cost control to drive margin growth is a priority. In H1,
delivered on a material future cost saving programme by negotiating an early
exit from the Chiswick Park HQ lease and rightsizing HQ space. This proactive
move, enabled by optimised branch space and a lower-cost property management
centre outside London, will unlock meaningful savings from January 2026
onwards.
· Continued to enhance our industry-leading Operating Platform in the
half:
- Embedded real-time feedback and AI-driven sentiment analysis
systems to enhance customer experience and proactively improve service
delivery.
- Launched a re-engineered version of Foxtons' consumer website
(www.foxtons.co.uk) in Q1, enhancing functionality and user experience. As the
business' largest lead source, the upgraded platform has boosted digital
engagement and will support future growth.
· Continued focus on, and investment in, our people and culture, with a
near term focus on further embedding our Company values, enhancing training
and broadening people management metrics.
· Building on two years of strong momentum, the Group outlined the next
phase of growth at the June 2025 Capital Markets Event, setting new
medium-term targets to deliver growth including more than doubling adjusted
operating profit to £50m in the medium-term. Growth will be driven by
platform enhancements, operational efficiency and progression of the Lettings
focused acquisition strategy.
July trading and outlook
· Lettings trading in line with expectations in July, benefiting from
the seasonal uplift in activity during the summer market. Looking ahead to the
rest of H2, market conditions are expected to remain broadly consistent with
the first half, with reasonable stock levels, robust tenant demand and
inflation-linked rent increases. These market dynamics, coupled with higher
property management revenues and further strategic acquisitions, are expected
to drive continued momentum in Lettings.
· In Sales, growth is more subdued than anticipated at the beginning of
the year, primarily driven by borrowing costs not reducing at the pace
initially forecast. In addition, weaker consumer confidence, concerns over the
UK's economic outlook and uncertainty ahead of the Autumn Statement are also
weighing on demand, but it is the pace of future interest rate reductions that
will influence demand levels.
· In Financial Services, refinance activity is expected to strengthen
in H2, driven by the timing of mortgage expiries, whilst demand for new
purchase mortgages will reflect sales market trends.
· Management's expectations for full year adjusted operating profit is
unchanged, supported by continued delivery of the growth strategy and earnings
largely underpinned by the portfolio of non-cyclical and recurring Lettings
revenues.
Guy Gittins, Chief Executive Officer, said:
"It's been a strong start to the year, with revenue up 10% and adjusted
operating profit growing 31%. The Lettings business has continued to perform
well, providing steady, recurring revenues which underpin our growth, while
the Sales business benefitted from a rebuilt market share position and
increased market activity ahead of the stamp duty deadline.
"Last month, we hosted a Capital Markets Event to present the next phase of
our growth plan. At the event, we introduced new financial targets, including
an ambition to more than double profitability, by delivering £50m of adjusted
operating profit in the medium term. Our strategy is clear and scalable,
supported by a market-leading Operating Platform and a commitment to
consistently deliver results for our customers.
"We expect a more challenging second half for the sales market compared to the
first, and while we welcome the Government's new mortgage guarantee scheme as
a constructive step, the property market also requires a comprehensive review
of stamp duty to help stimulate growth and improve access to home ownership
across all price points.
"Despite the wider macroeconomic uncertainty, the Group's strong financial
profile is underpinned by stable and recurring earnings from Lettings and
gives us continued confidence in delivering our growth strategy."
For further information, please contact:
Foxtons Group plc investor@foxtonsgroup.co.uk (mailto:investor@foxtonsgroup.co.uk)
Chris Hough, Chief Financial Officer +44 20 7893 6261
Muhammad Patel, Investor Relations
Cardew Group Foxtons@cardewgroup.com (mailto:Foxtons@cardewgroup.com)
Olivia Rosser / William Baldwin-Charles + 44 7552 864 250 / +44 7834 524 833
The Company will present a live webcast at 9:00am (BST) for analysts and
investors. To access you will be required to pre‐register using the
following link: https://secure.emincote.com/client/foxtons/foxtons009
(https://secure.emincote.com/client/foxtons/foxtons009)
The presentation will also be broadcast via conference call. To access you
will be required to pre‐register using the following link:
https://secure.emincote.com/client/foxtons/foxtons009/vip_connect
(https://secure.emincote.com/client/foxtons/foxtons009/vip_connect)
(1 ) Adjusted EBITDA is consistent with the definition of adjusted EBITDA
used to calculate the Group's revolving credit facility covenants. The metric
is defined as profit before tax before finance income, non-IFRS 16 finance
costs, other gains, depreciation of property, plant and equipment (but after
IFRS 16 depreciation), amortisation, share-based payment charges and adjusted
items.
(2) Consistent with the 2024 financial statements, adjusted operating profit
and adjusted earnings per share definitions have been revised and now exclude
the amortisation of acquired intangibles. H1 2024 comparatives have been
restated to the new definition to ensure a fair comparison across financial
years. Refer to Note 2 and Note 6 of the financial statements for a
reconciliation to statutory measures and purpose.
(3 ) Adjusted operating profit represents profit before tax before
amortisation of acquired intangibles, finance income, finance cost, other
gains/(losses) and adjusted items.
(4 ) Adjusted earnings per share is defined as earnings per share excluding
the impact of adjusted items and amortisation of acquired intangibles.
(5) Net free cash flow is net cash from operating activities less repayment of
IFRS 16 lease liabilities and net cash used in investing activities, excluding
the acquisition of subsidiaries (net of any cash acquired) and purchase of
investments.
(6 ) Defined as revenue from Lettings and refinance activities within
Financial Services.
(7 ) Market share of estate agent lettings instructions by brand for the
period January - June 2025 versus January - June 2024. Source: TwentyCi
(8) Acquisition completed for £2.3m on a cash free and debt free basis,
of which £0.5m deferred for 12 months subject to performance conditions.
(9 ) Sales market share is calculated as Foxtons' share of exchange volumes
in Foxtons' core addressable markets. Source: TwentyCi.
PERFORMANCE AT A GLANCE
Half year ended 30 June 2025 2024 Change
Income statement
Revenue £86.1m £78.5m +10%
Adjusted EBITDA(1) £13.8m £10.5m +32%
Adjusted operating profit(1,4) £12.3m £9.4m +31%
Adjusted operating profit margin(1,4) 14.3% 12.0% +230bps
Profit before tax £10.2m £7.5m +35%
Earnings per share
Basic earnings per share 2.5p 1.9p +32%
Adjusted basic earnings per share(1,4) 2.7p 2.2p +23%
Dividends
Interim dividend per share 0.24p 0.22p +9%
Cash flow and net debt
Net cash from operating activities £11.9m £6.7m +77%
Net free cash flow(1) £3.6m (£0.9m) n/a
Net debt as at 30 June(1,2) (£18.2m) (£11.3m) +61%
Segmental metrics
Lettings revenue £54.6m £52.4m +4%
Lettings volumes(3) 9,646 9,495 +2%
Average revenue per Lettings transaction(3) £5,663 £5,515 +3%
Sales revenue £26.9m £21.6m +25%
Sales volumes(3) 2,384 1,655 +44%
Average revenue per Sales transaction(3) £11,290 £13,060 (14%)
Financial Services revenue £4.5m £4.5m -
Financial Services volumes(3) 2,495 2,599 (4%)
Average revenue per Financial Services transaction(3) £1,816 £1,750 +4%
(1 ) These measures are APMs used by the Group and are defined, and purpose
explained, within Note 16.
(2 ) For comparison purposes, net debt at 31 December 2024 was £12.7m.
(3 ) These segmental metrics are defined within Note 16.
(4 ) Consistent with the 2024 financial statements, adjusted operating
profit, adjusted operating profit margin and adjusted earnings per share
definitions have been revised for the 2025 financial results and now exclude
the amortisation of acquired intangibles. H1 2024 comparatives have been
restated to the new definition to ensure a fair comparison across financial
years. Refer to Note 2 and Note 6 of the financial statements for a
reconciliation to statutory measures and purpose.
Chairman's Statement
The first half of 2025 has been another period of meaningful progress for
Foxtons. We delivered strong growth in both revenue and adjusted operating
profit, demonstrating the effectiveness of our operating model and the
momentum behind our growth plan. The Group continues to benefit from a
high-quality and resilient earnings base, with approximately two-thirds of
revenue generated from non-cyclical and recurring activities, primarily in
Lettings. Operationally, the business has continued to strengthen its
capabilities in technology, data, culture, and brand, building on its
industry-leading foundations to unlock further long-term growth.
On 4 June 2025, the leadership team hosted a Capital Markets Event to set out
the next phase of the Company's growth strategy. The event highlighted the
strength of our platform and management team, introduced an enhanced strategic
roadmap, and set out new medium-term financial targets, including a goal to
more than double adjusted operating profit to £50m. This new target sets the
growth trajectory beyond the Group's previous medium-term target of £28m to
£33m of adjusted operating profit and reflects the scale of the opportunity
ahead.
Foxtons' business model is designed for scale, built on an industry-leading
Operating Platform and supported by disciplined capital allocation. Our focus
remains on growing non-cyclical and recurring Lettings revenue, both
organically and through earnings-accretive acquisitions in London and new
commuter markets, while returning Sales to profitability and expanding
cross-sell opportunities in Financial Services.
The event was well received by investors and reinforced confidence in our
ability to deliver long-term shareholder value.
Market conditions
The London lettings market remained resilient in the first half of the year,
supported by robust levels of supply and consistently high tenant demand.
Rental prices were 2% higher in the period, reflecting the continued strength
of the capital's high-value rental segment.
The Renters' Rights Bill continues to progress through Parliament and,
although the timeline is yet to be confirmed, is expected to pass as law in
the second half of the year ahead of implementation in 2026. As a business
committed to raising standards in the lettings sector, we support most of
these reforms and believe Foxtons is well-positioned to capitalise on the
opportunities they present. Nonetheless, we remain firmly of the view that
further measures are required to attract more landlords into the market, in
order to safeguard supply and affordability.
Sales market activity was strong in the first half, with first quarter
exchanges reflecting a surge in transactions ahead of the stamp duty deadline,
and highlighting the strength of underlying demand, particularly among
first-time buyers. As anticipated, exchange volume growth moderated in the
second quarter, influenced by the pull-forward effect. Buyer activity
moderated in the second quarter reflecting a softening in consumer confidence
and interest rates remaining at elevated levels for longer than expected.
Foxtons' focus on higher-volume markets, particularly properties priced below
£1m, has limited our exposure to the more pronounced slowdown in higher-value
segments, where recent tax changes and uncertainty around "non-dom" status
have dampened demand from international and high-net-worth buyers.
Financial performance and capital allocation
Revenue increased 10% to £86.1m, reflecting continued execution of the growth
plan. Adjusted operating profit increased 31% to £12.3m, with profit growth
outpacing revenue, reflecting operational initiatives and the operating
leverage within Foxtons' business model.
Net debt at the period-end stood at £18.2m (31 December 2024: £12.7m),
reflecting £3.6m of net free cash flow generation, £3.1m spent on
earnings-accretive acquisitions, and £5.7m of returns to shareholders
comprising £2.9m in dividends and £2.8m in share buybacks.
For 2025, the Board is proposing an interim dividend of 0.24p per share,
representing an 9% increase on the prior year, and in-line with the Group's
progressive dividend policy.
The Board remains focused on disciplined capital allocation, including
acquisitions and share buybacks. Where appropriate, it will consider
increasing borrowing to accelerate strategic acquisitions, in line with the
Group's acquisition strategy and return on investment targets.
Upon appointment on 5 September 2022, the CEO was awarded a LTIP buyout award
with full details disclosed within the 2022 Annual Report which requires the
Group's share price to exceed 70 pence for any 30 consecutive days in the
vesting period. Given the CEO's importance to the ongoing success of Foxtons,
the financial progress achieved under his tenure, and the impact of external
market volatility and macroeconomic factors weighing on the Company's share
price, the Remuneration Committee decided to extend the vesting period by 12
months to 5(th) September 2026, whilst retaining the original stretch
performance target. There will be no further amendments to this award.
Outlook
The Group enters the second half of the year supported by stable conditions in
the lettings market, where strong tenant demand, healthy stock levels and
inflation-linked rent increases are expected to continue.
In contrast, sales market activity is likely to be more subdued than initially
anticipated, as borrowing costs have not reduced at the pace initially
forecast. In addition, the sector is also adjusting to lower consumer
confidence levels and concerns about the wider economic outlook. Therefore, it
is the pace of interest rate reductions that will likely influence how quickly
demand levels grow. In this environment, maintaining a disciplined focus on
operational excellence remains key to navigating the near-term whilst also
ensuring the business is well positioned to benefit from a recovery in
transaction volumes.
Nigel Rich
Chairman
29 July 2025
Chief Executive's Review
The Group has made a strong start to the year, delivering year-on-year revenue
growth and double-digit earnings growth. With the operational turnaround we
undertook over 2023 and 2024 now complete, we're firmly in the next stage of
growth. And we're not standing still. In the first half, we continued to
deliver progress against our strategic priorities alongside enhancing the
capabilities of our industry-leading Operating Platform, our key competitive
advantage. By embracing a culture of continuous improvement, we are well
placed to deliver long-term growth.
In Lettings, we delivered 4% higher revenue and 13% higher profitability as we
improved cross-sell of our higher margin property management services,
alongside generating strong returns from recent acquisitions. The business
continued to deliver market share growth to further cement Foxtons' position
as both London's and the UK's number 1 lettings brand. In Sales, we leveraged
our position as one of the leading agents in our markets, with 5% market
share, to effectively capitalise on elevated market transaction volumes in the
first quarter, demonstrating our ability to respond rapidly to market-driven
opportunities.
To build on our momentum and progress, last month we held a Capital Markets
Event to outline the next stage of growth. At the event we presented our
enhanced strategy and set new medium-term financial targets: £240m in
revenue, £50m in adjusted operating profit, a 20% adjusted operating profit
margin, and 60% to 70% net free cash flow conversion. These targets reflect
our focus on disciplined investment, operational efficiency, and long-term
value creation.
H1 2025 market conditions
The London lettings market remained stable and predictable in the first half
of 2025, delivering high levels of non-cyclical and recurring earnings.
Year-on-year supply was broadly flat, while tenant demand remained strong and,
as anticipated, average rental prices rose by 2%, broadly in line with
inflation. This performance reflects the continued strength and appeal of
London's rental market and extends the long-term trend of steady and
consistent market value growth. We expect this stable market environment to
continue into the second half of 2025, with rental price growth likely to
continue to broadly track inflation.
Sales activity in the first half reflected a clear divergence across price
bands and between quarters. In the volume market, characterised by properties
priced below £1m, activity was strong. In contrast, in the higher value prime
property markets, particularly those priced above £3m, activity slowed
year-on-year as legislative changes dampened demand. This contrast reinforces
Foxtons' strategic focus on the volume market, where our brand holds the
leading market position.
Across London, sales exchange activity in H1 is estimated to have been 18%
higher year-on-year, driven by a strong performance in Q1. Volumes in the
first quarter were up 50% compared to the prior year, reflecting strong demand
from first-time buyers ahead of the stamp duty deadline. As expected, Q2 saw a
reduction in activity, with exchange volumes estimated to have declined by 10%
versus the prior year due to the pull-forward effect from Q1.
The rate of buyer activity growth in Q2 was impacted by borrowing costs that
have remained higher than initially forecast, alongside wider economic
concerns. Despite this, there remains a significant level of pent-up demand in
the market. Where vendors are pricing competitively, we continue to see
healthy buyer interest and a strong rate of offers being agreed.
Finally, whilst we welcome the government's new mortgage guarantee scheme as a
positive step toward improving access to home ownership, the market dynamics
observed in H1 highlight the urgent need for comprehensive stamp duty reform.
Such reform is critical to restoring a healthy, functioning sales market and
improving affordability, enabling first-time buyers to step onto the property
ladder and supporting existing homeowners in moving to more suitable homes as
their needs evolve.
On the legislative front, the Renters' Rights Bill continues to progress
through Parliament and is expected to take effect in 2026. As one of the UK's
leading lettings agents we support efforts to raise standards across the
rental sector and believe the upcoming legislation will benefit high-quality
agents, as increasing regulatory complexity drives demand for expert guidance.
With over half of landlords still operating without an agent, there is a clear
opportunity to support this group with professional lettings services. In
addition, the increasing regulatory burden also enhances the appeal of our
value-add property management services. Together, these trends will expand the
total addressable market for agents and drive stronger customer lifetime
value. As the market becomes more regulated, Foxtons is well-positioned to
benefit from an increasing reliance on experienced, full-service agents.
Financial results
Revenue for the period was up 10% to £86.1m, adjusted operating profit up 31%
to £12.3m and profit before tax up 35% to £10.2m.
Lettings revenue increased by 4% to £54.6m, including £2.9m of incremental
revenues from recent acquisitions. Growth in revenues from value-add property
management services offset a £0.5m reduction in interest on client monies in
the half.
Sales revenue increased by 25% to £26.9m, including £2.2m of incremental
revenues from recent acquisitions in commuter markets. Like-for-like revenue
increased by £3.1m, driven by our leading position in volume markets which
enabled us to benefit from elevated market transaction volumes in Q1 ahead of
the stamp duty deadline. This marks a clear contrast to prior years, when the
Group's weaker market position limited its ability to capitalise on rapid
shifts in market activity.
Financial Services revenue was flat in the half at £4.5m, as higher new
purchase mortgage volumes were offset by the phasing of refinance activity,
which is expected to be weighted towards the second half of the year.
Driving margin growth is a key priority for the Group. We take a disciplined
and front-footed approach to cost control, maintaining an efficient cost base
without compromising top-line growth. During the first half of the year, we
achieved a notable cost saving by successfully negotiating the early
termination of our Chiswick Park headquarters lease and securing a new,
smaller space within the same business park. This proactive cost action allows
us to right size our headquarters space without incurring a surrender premium
and unlock meaningful savings from January 2026 onwards. This rightsizing has
been enabled by optimising space usage across our branch network and
establishing a lower-cost property management centre outside London.
Operational progress
The rebuilding and strengthening of the Foxtons Operating Platform was the key
focus of our operational turnaround programme across 2023 and 2024. Today, its
capabilities are unmatched in the industry and is the key enabler of the
Group's proven ability to deliver organic growth and returns from
acquisitions. At the same time, we are highly aware of avoiding complacency.
By continuing to develop our operational capabilities, we look to not only
maintain our competitive advantage but also build on it, and in doing so,
deliver the next phase of growth.
Improvements to the Operating Platform are focussed on building on the
Group-wide growth enablers we highlighted at the June Capital Markets Event:
lead generation and conversion, customer experience and lifetime value, and
our people and culture. These enablers are key to unlocking the growth plans
we outlined in each of our operating businesses.
In the first half, we continued to roll-out new technology to enhance the
customer experience. A real-time feedback system is now embedded across every
stage of the customer journey, supported by an AI-powered sentiment analysis
tool that uses natural language processing to assess customer sentiment at
each interaction. These tools allow us to scientifically identify what drives
customer satisfaction, tailor our service approach, and identify training
needs instantly. Crucially, we're using these insights to reengineer processes
and incentivise service delivery, ensuring our teams are equipped to
consistently deliver the exceptional service that drives customer retention
and lifetime value.
To support lead generation and conversion, we re-engineered and relaunched our
consumer website, www.foxtons.co.uk. As Foxtons' largest source of leads, the
upgraded site plays a central role in driving future growth. The codebase has
been completely modernised, making the platform more robust, flexible, and
aligned with our data-led marketing strategies. Customer experience and
functionality have also seen meaningful improvements, including a full
redesign of the My Foxtons portal based on customer feedback. We are already
seeing stronger digital engagement and higher satisfaction levels, with
further enhancements planned over time.
Estate agency is, at heart, a people business. Having the right talent,
leadership and values is critical to our continued success. We are committed
to building a workplace that attracts, motivates and retains diverse talent.
By ensuring our teams thrive at work we will deliver the exceptional service
and successful customer outcomes required to deliver our medium-term targets.
As previously stated, we have been working with external advisers to better
harness our strengths and assess how to continuously improve. Key upgrades
delivered in the half include further embedding our Company values, delivering
enhanced training to strengthen our culture and ensuring we have the right
people data and management metrics across the business.
Alongside developing our Operating Platform capabilities, we are making good
progress with our acquisition strategy. In Q1, we integrated Watford-based
Imagine onto the Foxtons Operating Platform and are already seeing benefits,
delivering organic market share growth whilst also realising cost synergies.
In February, we further consolidated our leading position in Watford with the
acquisition of Marshall Vizard.
We remain focused on executing our buy, build and bolt-on acquisition strategy
across high-value commuter markets, and see strong potential from deploying
our brand, technology, and data capabilities in these areas. We have a
well-developed pipeline of future acquisition opportunities, as we look to
accelerate growth of highly valuable non-cyclical and recurring Lettings
earnings..
July trading and outlook
July has seen good momentum in Lettings, driven by the seasonal uplift in
activity during the summer market and a robust operational performance.
Looking ahead to the remainder of the second half, Lettings market conditions
are expected to remain broadly consistent with the first half. Reasonable
stock levels, robust tenant demand, and inflation-linked rent increases are
expected to support continued momentum, further bolstered by higher property
management revenues and our strategic acquisition programme.
In contrast, the pace of growth in sales market activity has moderated. This
is primarily driven by borrowing costs remaining at elevated levels for longer
than previously anticipated and further impacted by weaker consumer
confidence, the UK's economic outlook, and uncertainty ahead of the Autumn
Statement. These trends are expected to continue beyond July, but it is the
pace of any interest rate reductions that will be the key factor in
determining how quickly demand grows.
In Financial Services, refinancing activity is expected to strengthen in the
second half, driven by the scheduled expiry of mortgage products, while demand
for new purchase mortgages will remain aligned with the sales market.
The Group's full-year expectations remain unchanged, underpinned by the
continued execution of our growth strategy and the resilience of our earnings
base. Our portfolio of non-cyclical and recurring Lettings revenues continues
to provide a strong foundation, reinforcing our confidence in delivering
growth through sales market cycles.
Guy Gittins
Chief Executive Officer
29 July 2025
FINANCIAL REVIEW
H1 2025 H1 2024 Change
£m £m
Revenue and profit measures
Revenue 86.1 78.5 +10%
Contribution(1) 56.0 51.0 +10%
Contribution margin(1) 65.0% 65.0% -
Adjusted EBITDA(1) 13.8 10.5 +32%
Adjusted EBITDA margin(1) 16.1% 13.4% +270bps
Adjusted operating profit(1,2) 12.3 9.4 +31%
Adjusted operating profit margin(1,2) 14.3% 12.0% +230bps
Profit before tax 10.2 7.5 +35%
Profit after tax 7.4 5.9 +26%
Earnings per share
Adjusted earnings per share (basic)(1,2) 2.7p 2.2p +23%
Earnings per share (basic) 2.5p 1.9p +32%
Net free cash flow and net debt
Net free cash flow(1) 3.6 (0.9) n/a
Net debt as at 30 June(1,3) (18.2) (11.3) +61%
Dividends
Interim dividend per share 0.24p 0.22p +9%
(1 ) APMs are defined, purpose explained and reconciled to statutory
measures within Note 16 of the condensed consolidated interim financial
statements.
(2 ) Consistent with the 2024 financial statements, adjusted operating
profit, adjusted operating profit margin and adjusted earnings per share
definitions have been revised and now exclude the amortisation of acquired
intangibles. H1 2024 comparatives have been restated to the new definition to
ensure a fair comparison across financial years. Refer to Note 2 and Note 6 of
the financial statements for a reconciliation to statutory measures and
purpose.
(3 ) For comparison purposes, net debt at 31 December 2024 was £12.7m.
Note: Throughout the financial review, values in tables/narrative may have
been rounded and totals may therefore not be the sum of presented values in
all instances.
Financial overview
As presented in the table above, key financial performance measures include:
• Revenue increased by 10% to £86.1m (2024: £78.5m), with
Lettings revenue up 4%, Sales revenue up 25% and Financial Services revenue
flat.
• Adjusted EBITDA increased by 32% to £13.8m (2024: £10.5m) and
adjusted operating profit increased by 31% to £12.3m (2024: £9.4m).
• Profit before tax increased by 35% to £10.2m (2024: £7.5m) and
profit after tax increased by 26% to £7.4m (2024: £5.9m).
• Basic adjusted earnings per share was 2.7p (2024: 2.2p) and
basic earnings per share was 2.5p (2024: 1.9p).
• Net free cash inflow was £3.6m (2024: £0.9m outflow) and net
debt at 30 June was £18.2m (31 December 2024: £12.7m; 30 June 2024:
£11.3m).
• The Board has declared an interim dividend of 0.24p per share
(2024: interim dividend of 0.22p per share).
In May 2025, the Group's £30m revolving credit facility (RCF), which supports
the Group's inorganic and organic growth strategies, was extended by a year to
June 2028. The facility continues to have a £10m accordion option which can
be requested at any time subject to bank approval, increasing the RCF to
£40m.
Revenue
Revenue Volumes(1) Revenue per transaction(1)
H1 2025 H1 2024 Change H1 2025 H1 2024 Change H1 2025 H1 2024 Change
£m £m £ £
Lettings 54.6 52.4 +4% 9,646 9,495 +2% 5,663 5,515 +3%
Sales 26.9 21.6 +25% 2,384 1,655 +44% 11,290 13,060 (14%)
Financial Services 4.5 4.5 - 2,495 2,599 (4%) 1,816 1,750 +4%
Total 86.1 78.5
(1 ) 'Volumes' and 'Revenue per transaction' are defined in Note 16 of the
condensed consolidated interim financial statements.
The Group consists of three operating segments: Lettings, Sales and Financial
Services. Lettings represents 63% (2024: 67%), Sales 31% (2024: 28%) and
Financial Services 5% (2024: 6%) of Group revenue. Non-cyclical and recurring
revenue streams, generated by Lettings and refinance activity within Financial
Services, represents 65% (2024: 69%) of Group revenue.
Lettings revenue
Lettings revenue increased by £2.3m or 4% to £54.6m (2024: £52.4m), which
includes £2.9m of incremental acquisition Lettings revenues (6 additional
months of trading from Haslams and Imagine, acquired in October 2024, and 4
months of trading of Marshall Vizard, acquired in February 2025) and a £0.5m
reduction in interest earned on client monies reflecting falls in the Bank of
England rate.
Transaction volumes increased by 2% and average revenue per transaction
increased by 3%. Average revenue per transaction was supported by 2% rental
price growth on new deals in London and good growth in property management
revenues, partially offset by increased volumes of rentals in new commuter
markets outside London, where rents are typically lower.
Lettings revenue includes £2.9m (2024: £3.4m) of interest earned on client
monies which supports the operating costs of managing client money, such as
staff costs, bank and card fees, and compliance costs.
Sales revenue
Sales revenue increased by £5.3m or 25% to £26.9m (2024: £21.6m), which
includes £2.2m of incremental acquisition Sales revenues. Q1 revenue was 73%
higher than the prior year, whilst Q2 revenue was 13% lower than the prior
year, as a proportion of property completions were brought forward in order to
benefit from stamp duty relief ahead of the 31 March 2025 deadline.
Excluding the impact of acquisitions, Sales revenue increased by 14% or
£3.1m, with the increase attributable to a 21% increase in volumes and a 6%
reduction in average revenue per transaction reflecting a higher proportion of
lower value, first-time buyer properties transacting ahead of the stamp duty
deadline.
The average price of properties sold by Foxtons in its core addressable
markets, which excludes new commuter markets outside London, was down 3% to
£563,000 (2024: £581,000), primarily due to a lower value property mix as a
result of the stamp duty relief deadline.
Across the period, market share of exchange volumes in Foxtons' core
addressable markets was robust at 5.0% (2024: 5.1%).
Financial Services revenue
Financial Services revenue was flat at £4.5m (2024: £4.5m) mainly as a
result of a 22% or £0.3m increase in new purchase transaction revenue,
reflecting increased Sales market activity combined with good levels of
adviser productivity, offset by a 19% or £0.4m decrease in refinance revenues
as a result of fewer products expiring across the first half compared to prior
year. Refinance revenues are weighted towards the second half of the year.
Contribution and contribution margin
H1 2025 H1 2024
£m margin £m margin
Lettings 41.5 75.9% 39.3 75.0%
Sales 12.7 47.1% 9.8 45.3%
Financial Services 1.8 39.7% 2.0 43.1%
Total 56.0 65.0% 51.0 65.0%
Contribution, defined as revenue less direct salary costs of front office
staff and bad debt charges, increased to £56.0m (2024: £51.0m). Contribution
margin for the period remained flat at 65.0% (2024: 65.0%) reflecting the
following segmental margin changes:
· Lettings contribution margin increased to 75.9% (2024: 75.0%)
with growth in higher margin revenues, such as property management services
and cross-sell of related ancillary services.
· Sales contribution margin increased to 47.1% (2024: 45.3%) due to
improved Sales fee earner productivity compared to the prior year.
· Financial Services contribution margin decreased to 39.7% (2024:
43.1%) with flat revenues and an 11% increase in adviser headcount which
supports future revenue growth.
Total average fee earner headcount across Lettings, Sales and Financial
Services was up 4% at 888 (2024: 851) driven by acquired staff.
Adjusted operating profit and adjusted operating profit margin
Restated(1)
H1 2025 H1 2024
£m Margin £m Margin
Lettings 15.5 28.4% 13.8 26.3%
Sales (2.1) (7.8%) (3.6) (16.6%)
Financial Services 0.3 7.3% 0.6 13.0%
Corporate costs (1.5) n/a (1.3) n/a
Total 12.3 14.3% 9.4 12.0%
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison.
Adjusted operating profit for the period was £12.3m (2024: £9.4m) and
adjusted operating margin increased to 14.3% (2024: 12.0%). Refer to Note 2 of
the condensed consolidated interim financial statements for a reconciliation
of adjusted operating profit to the closest equivalent IFRS measure.
Consistent with prior periods, for the purposes of segmental reporting, shared
costs relating to the estate agency businesses are allocated between Lettings
and Sales with reference to relevant cost drivers, such as front office
headcount in the respective business. Corporate costs are not allocated to the
operating segments and are presented separately.
Lettings adjusted operating profit increased by £1.8m to £15.5m, Sales
adjusted operating loss improved by £1.5m to £2.1m and Financial Services
adjusted operating profit decreased by £0.3m to £0.3m.
Within adjusted operating profit, £2.7m (2024: £2.2m) of non-cash charges
were incurred relating to depreciation, amortisation and share-based payments:
H1 2025 Restated(1)
£m H1 2024
£m
Depreciation - property, plant and equipment 1.3 1.2
Amortisation - non-acquired intangibles 0.3 0.1
Share-based payments(2) 1.1 0.9
Total non-cash charges 2.7 2.2
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison.
(2 ) Including National Insurance contributions payable in connection with
the schemes.
Adjusted EBITDA and adjusted EBITDA margin
H1 2025 H1 2024
£m margin £m margin
Adjusted EBITDA 13.8 16.1% 10.5 13.4%
Adjusted EBITDA increased by 32% to £13.8m (2024: £10.5m), reflecting the
same factors that drove the increase in adjusted operating profit. Adjusted
EBITDA margin increased to 16.1% (2024: 13.4%). Adjusted EBITDA, which
excludes depreciation of property, plant and equipment, amortisation and
share-based payment charges, is defined on a basis consistent with that of the
Group's RCF covenants. Since the metric includes depreciation of IFRS 16
right-of-use assets and IFRS 16 lease finance costs, the measure fully
reflects the Group's lease cost base. Refer to Note 16 of the condensed
consolidated interim financial statements for a reconciliation of adjusted
EBITDA to the closest equivalent IFRS measure.
Adjusted items
A net adjusted items credit of £0.4m (2024: £0.1m credit) was incurred in
the period. Adjusted items, due to their size and incidence require separate
disclosure in the financial statements to reflect management's view of the
underlying performance of the Group and allow comparability of performance
from one period to another. The table below provides detail of the adjusted
items in the period.
H1 2025 H1 2024
£m £m
Net property related reversal(1) (0.5) (0.1)
Transaction related costs(2) 0.1 -
Total net adjusted items credit (0.4) (0.1)
(1 ) Net property related reversal comprises mostly charges for
re-estimation of the property and onerous cost provisions, net gains on
surrender of leases and other charges and credits relating to vacant or sublet
property.
(2) Transaction related costs relate to the acquisition of Marshall Vizard in
H1 2025.
Profit before tax and adjusted profit before tax
H1 2025 Restated(1)
£m H1 2024
£m
Adjusted operating profit 12.3 9.4
Add: adjusted items 0.4 0.1
Deduct: amortisation of acquired intangibles (1.5) (1.0)
Operating profit 11.3 8.6
Less: net finance costs and other income (1.0) (1.0)
Profit before tax 10.2 7.5
Deduct: adjusted items credit (0.4) (0.1)
Add: amortisation of acquired intangibles 1.5 1.0
Adjusted profit before tax 11.3 8.4
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison.
Profit before tax has increased by 35% to £10.2m (2024: £7.5m) after
charging £1.0m (2024: £1.0m) of net finance costs and other income,
primarily relating to IFRS 16 lease finance costs. Adjusted profit before tax,
which excludes adjusted items and amortisation of acquired intangibles, is
£11.3m (2024: £8.4m).
profit after tax
H1 2025 H1 2024
£m £m
Profit before tax 10.2 7.5
Less: current tax charge (3.1) (2.0)
Add: deferred tax credit 0.3 0.4
Profit after tax 7.4 5.9
The Group has a low-risk approach to its tax affairs and all business
activities are within the UK and are UK tax registered and fully tax
compliant. The Group does not have any complex tax structures in place and
does not engage in any aggressive tax planning or tax avoidance schemes. The
Group is transparent, open and honest in its dealings with tax authorities.
Profit after tax of £7.4m (2024: £5.9m) is after a total tax charge of
£2.8m (2024: £1.7m), of which £0.3m (2024: £0.4m) relates to a non-cash
deferred tax accounting credit and £3.1m (2024: £2.0m) relates to a current
tax charge. The effective tax rate for the period was 27.0% (2024: 22.0%),
which compares to the statutory corporation tax rate of 25.0% (2024: 25.0%).
The 2025 effective tax rate is higher than the statutory corporation tax rate
due to the tax effect of non-deductible expenditure.
Net deferred tax liabilities totalled £26.6m (2024: £25.4m), which comprise
£29.5m (2024: £28.0m) of deferred tax liabilities relating to the Group's
intangible assets, offset by deferred tax assets of £2.9m (2024: £2.6m). The
deferred tax assets mainly relate to share-based payments, property, plant and
equipment and tax losses brought forward which are expected to be recovered
through future taxable profits.
The Group received no tax refunds during the period (2024: £nil).
Adjusted operating cost base
The Group defines its adjusted operating cost base as the difference between
revenue and adjusted operating profit, excluding depreciation of property,
plant and equipment and amortisation of non-acquired intangible assets. The
reconciliation of the adjusted operating cost base measure is presented below:
H1 2025 Restated(1)
£m H1 2024
£m
Revenue 86.1 78.5
Less: adjusted operating profit (12.3) (9.4)
Difference between revenue and adjusted operating profit 73.8 69.1
Less: property, plant and equipment depreciation (1.3) (1.2)
Less: amortisation of non-acquired intangibles (0.3) (0.1)
Adjusted operating cost base 72.2 67.7
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison.
The table below analyses the adjusted operating cost base into five
categories. The adjusted operating cost base increased by £4.6m to £72.2m
(2024: £67.7m), with £3.4m attributable to incremental acquisition related
operating costs.
H1 2025 H1 2024
£m £m
Direct costs(1) 30.1 27.5
Branch operating costs(2) 17.0 17.0
Centralised revenue generating operating costs(3) 8.4 8.3
Revenue generating operating costs 55.5 52.9
Central overheads(4) 15.3 13.5
Corporate costs(5) 1.5 1.3
Adjusted operating cost base 72.2 67.7
(1 ) Direct salary costs of branch fee earners and bad debt charges.
(2 ) Branch related operating costs shared between Lettings and Sales.
(3 ) Centralised fee earners, lead generation staff and Lettings property
management staff.
(4 ) Central overhead costs supporting branch operations.
(5 ) Corporate costs not attributed directly to the operating activities of
the operating segments.
Key points in relation to movements in the adjusted operating cost base
include:
· Direct costs increased by £2.6m driven by a 4% increase in fee
earner headcount due to acquired staff and incremental commission payments on
additional revenue.
· Central overheads increased by £1.8m, which includes £1.0m of
incremental overheads related to acquisitions, £0.2m increase in share-based
payment charges and £0.9m increase in general overheads. Additionally, a net
gain of £0.3m was recognised for lease modifications after accounting for
lease exit costs.
· The Group incurred £0.5m of additional employer national
insurance costs from 6 April 2025 following rate changes.
Earnings per share
H1 2025 Restated(1)
£m H1 2024
£m
Profit after tax 7.4 5.9
Deduct: adjusted items (net of tax) (0.3) (0.1)
Add back: amortisation of acquired intangibles (net of tax) 1.1 0.7
Adjusted earnings for the purposes of adjusted earnings per share 8.3 6.5
Earnings per share (basic) 2.5p 1.9p
Earnings per share (diluted) 2.4p 1.9p
Adjusted earnings per share (basic) 2.7p 2.2p
Adjusted earnings per share (diluted) 2.7p 2.1p
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison.
Cash flow from operating activities and net free cash flow
H1 2025 H1 2024
£m £m
Operating cash flow before movements in working capital 19.2 16.6
Working capital outflow (6.5) (7.1)
Income taxes paid (0.8) (2.8)
Net cash from operating activities 11.9 6.7
Repayment of IFRS 16 lease liabilities (6.9) (6.5)
Net cash used in investing activities(1) (1.4) (1.0)
Net free cash flow 3.6 (0.9)
(1 ) Excludes £3.1m (2024: £1.3m) of cash outflows relating to the
acquisition of subsidiaries (net of any cash acquired).
Operating cash flow before movements in working capital increased by £2.6m to
£19.2m (2024: £16.6m). Net cash from operating activities increased by
£5.2m to £11.9m (2024: £6.7m) due to the increased operating cashflows and
a lower working capital outflow. Net free cash flow was a £3.6m inflow (2024:
£0.9m outflow).
Net debt
Net debt at 30 June 2025 was £18.2m (30 June 2024: £11.3m; 31 December 2024:
£12.7m). The net debt position primarily reflects net free cash flow of
£3.6m (2024: £0.9m outflow), offset by £3.1m of acquisition related spend
(2024: £1.3m), a share buyback programme under which £2.8m was paid to
repurchase shares for cancellation and £2.9m of dividends paid (2024:
£2.1m).
Revolving credit facility
In May 2025, the Group's £30m revolving credit facility (RCF) was extended by
a year to June 2028. The facility includes a £10m accordion option which can
be requested at any time subject to bank approval. The RCF supports the
Lettings portfolio acquisition strategy and working capital management.
Drawdowns on the facility accrue interest at SONIA +1.65%.
The RCF is subject to a leverage covenant (net debt to adjusted EBITDA not to
exceed 1.75x) and an interest cover covenant (adjusted EBITDA to interest not
to be less than 4x) as defined in the facility agreement. Both covenants are
calculated using pre-IFRS 16 accounting principles. At 30 June 2025, the
leverage ratio was 0.7x and the interest cover ratio was 27x.
The RCF balance at 30 June 2025, 31 December 2024 and 30 June 2024 are all
presented as non-current, consistent with the classification applied within
the 2024 financial statements.
Other balance sheet positions
At 30 June 2025 the significant balance sheet positions and movements in the
period were:
· Goodwill of £53.7m (31 December 2024: £52.3m) and other
intangible assets of £117.9m (31 December 2024: £118.0m), with the increase
in goodwill and other intangible assets due to the acquisition of Marshall
Vizard which contributed £1.4m of goodwill and £1.0m of customer contracts
and relationships.
· Total contract assets of £26.9m (31 December 2024: £24.2m) and
total contract liabilities of £10.0m (31 December 2024: £10.5m). The
increase in contract assets was driven by a shortening of billing periods and
the addition of contract assets from recent acquisitions.
· Trade and other receivables of £20.3m (31 December 2024:
£16.7m), with the lower 2024 year end balance primarily reflecting
seasonality.
· Lease liabilities of £37.0m (31 December 2024: £42.8m) and
right-of-use assets of £34.6m (2024: £38.6m). The reductions include lease
modifications relating to an early surrender of our Chiswick Park headquarters
lease, as explained in Note 8 of the condensed consolidated interim financial
statements.
· Borrowings of £20.8m (31 December 2024: £18.0m) to finance the
Group's acquisition strategy, working capital requirements and shareholder
returns.
Dividend policy and capital allocation
The Board has declared an interim dividend of 0.24p per share (2024: interim
dividend of 0.22p per share) under the Group's progressive dividend policy.
Payment will be made on 15 September 2025 to shareholders on the register at
close of business on 8 August 2025. The shares will be quoted ex-dividend on 7
August 2025. The Company operates a Dividend Reinvestment Plan ("DRIP"), which
is managed by its registrar, MUFG Corporate Markets. For shareholders who wish
to receive their dividend in the form of shares, the deadline to elect for the
DRIP is 22 August 2025.
Share buyback
During the period, the Group repurchased 4,840,090 shares (2024: none) as part
of a share buyback programme. Refer to Note 12 of the condensed consolidated
interim financial statements for further details.
Related party transactions
Related party transactions are disclosed in Note 14 of the condensed
consolidated interim financial statements. There have been no material changes
to the related party transactions described in the 2024 Annual Report and
Accounts.
Treasury Management
The Group seeks to ensure it has sufficient funds for day-to-day operations
and to enable strategic priorities to be pursued. Financial risk is managed by
ensuring the Group has access to sufficient borrowing facilities to support
working capital demands and growth strategies, with cash balances held with
major UK based banks. The Group has no foreign currency risk and as a
consequence has not entered into any financial instruments to protect against
currency risk.
Pensions
The Group does not have any defined benefit schemes in place but is subject to
the provisions of auto-enrolment which require the Group to make certain
defined contribution payments for our employees.
Risk management
The Group has identified its principal risks and uncertainties and they are
regularly reviewed by the Board and Senior Management. Refer to pages 18 and
19 for details of the Group's risk management framework and principal risks
and uncertainties.
Going concern
The condensed consolidated interim financial statements have been prepared on
a going concern basis as the Directors have satisfied themselves that, at the
time of approving the condensed consolidated interim financial statements, the
Group will have adequate resources to continue in operation for a period of at
least 12 months from the date of approval. Refer to Note 1 of the condensed
consolidated interim financial statements for details of the Group's going
concern assessment and the going concern statement.
Chris Hough
Chief Financial Officer
29 July 2025
PRINCIPAL RISKS
Risk management
The Board is responsible for establishing and maintaining the Group's system
of risk management and internal control, with the aim of protecting its
employees and customers and safeguarding the interests of the Group and its
shareholders in the constantly changing environment in which it operates. The
Board regularly reviews the principal risks facing the Group, together with
the relevant mitigating controls, and undertakes a robust risk assessment. In
reviewing the principal risks, the Board considers emerging risks, including
climate-related risks, and changes to existing risks. In addition, the Board
has set guidelines for risk appetite as part of the risk management process
against which risks are monitored.
The identification of risks is undertaken by specific executive risk
committees that analyse the risk universe by risk type across four key risk
types: strategic risks, financial risks, operational risks and compliance
risks. A common risk register is used across the Group to monitor gross and
residual risk, with the results assessed by the Audit Committee and Board. The
Audit Committee monitors the effectiveness of the risk management system
through management updates, output from the various executive risk committees
and reports from internal audit.
The principal risks do not comprise all of the risks that the Group may face
and are not listed in any order of priority. Additional risks and
uncertainties not presently known to management, or deemed to be less material
at the date of this report, may also have an adverse effect on the Group.
Risk Impact on the Group
Market risk The key factors driving market risk are:
· Affordability, including ongoing cost of living increases, which
in turn may reduce transaction levels;
· The market being reliant on the availability of affordable
mortgage finance, a deterioration in availability or an increase in borrowing
rates may adversely impact the performance of the Sales business. Over the
course of 2024 and into 2025, there has been improved stability and reductions
in borrowing rates. Future reductions in borrowing rates may support
additional market activity;
· The market being impacted by changes in government policy such as
the Renters' Rights Bill which is being progressed through Parliament or
changes in stamp duty legislation;
· A reduction in London's standing as a major financial city caused
by the macro-economic and political environment; and
· Heightened geopolitical risk which may increase market
uncertainty and customer confidence.
Competitor challenge The Group operates in a highly competitive marketplace and there is a risk the
Group could lose market share.
Market share loss could be the result of competitors scaling up (organically
or through acquisition), developing new customer service propositions,
changing pricing structures or launching alternative business models to drive
competitive advantage.
Compliance with the legal and regulatory environment Breaches of laws or regulations could lead to financial penalties and
reputational damage.
Our estate agency business operates under a range of legal and regulatory
requirements, such as complying with certain money laundering regulations and
protecting client money in line with the relevant regulations.
Our Financial Services business is authorised and regulated by the Financial
Conduct Authority (FCA) and could be subject to sanctions for non-compliance.
During periods of interest rate volatility there is an increased risk of
compliance issues arising which require specific management.
Risk Impact on the Group
IT systems and cyber security Our business operations are dependent on sophisticated and bespoke IT systems
which could fail or be deliberately targeted by cyber attacks leading to
interruption of service, corruption of data or theft of personal data.
Such a failure or loss could also result in reputational damage, fines or
other adverse consequences.
People There is a risk the Group may not be able to recruit or retain quality staff
to achieve its operational objectives or mitigate succession risk. As
experienced in the current labour market, increased competition for talent
leads to a reduction in the available talent pool and an increased cost of
labour. Additional risk could arise in the event there are changes or
downturns in our industry or markets which reduce the earnings potential of
employees and result in less attractive career opportunities.
Reputation and brand Foxtons is an iconic estate agency brand with high levels of brand
recognition. Maintaining a positive reputation and the prominence of the brand
is critical to protecting the future prospects of the business.
There is a risk our reputation and brand could be damaged through negative
press coverage and/or negative social media coverage due to a range of matters
such as customer service issues, employee relations matters and cultural
concerns.
We recognise the need to maintain our reputation and protect our brand by
delivering consistently high levels of service and maintaining a culture which
encourages our employees to act with the highest ethical standards and
maintain a respectful and inclusive environment.
FORWARD LOOKING STATEMENTS
This interim results announcement contains certain forward-looking statements
with respect to the financial condition and results of operations of Foxtons
Group plc. These statements and forecasts involve risk and uncertainty because
they relate to events and depend upon circumstances that will occur in the
future. There are a number of factors that could cause actual results or
developments to differ materially from those expressed or implied by these
forward-looking statements and forecasts. The forward-looking statements are
based on the Directors' current views and information known to them at 29 July
2025. The Directors do not make any undertakings to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Nothing in this statement should be construed as a profit
forecast.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our knowledge:
(a) The condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';
(b) The interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months and description of principal risks and uncertainties for the
remaining six months of the year); and
(c) The interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
By order of the Board
Guy Gittins Chris Hough
Chief Executive Officer Chief Financial Officer
29 July 2025 29 July 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended 30 June 2025
Continuing operations Notes H1 2025 H1 2024
(unaudited) (unaudited)
£'000
£'000
Revenue 2 86,069 78,515
Direct operating costs (30,103) (27,510)
Other operating costs (44,702) (42,416)
Operating profit 11,264 8,589
Other gains 320 260
Finance income 254 166
Finance costs (1,620) (1,474)
Profit before tax 10,218 7,541
Tax charge 4 (2,776) (1,656)
Profit and total comprehensive income for the period 7,442 5,885
Earnings per share
Basic earnings per share 6 2.5p 1.9p
Diluted earnings per share 6 2.4p 1.9p
Adjusted measures
Adjusted EBITDA(2) 16 13,838 10,517
Adjusted operating profit(1,3) 2 12,320 9,439
Adjusted profit before tax(1,2) 16 11,274 8,391
Adjusted basic earnings per share(1,4) 6 2.7p 2.2p
(1) In H2 2024 the Group's adjusted profit/earnings measures were redefined to
exclude the amortisation of acquired intangibles. H1 2024 comparatives have
been restated as applicable under the revised definition to ensure a fair
comparison. Refer to Note 16 for definitions of each of the adjusted measures,
the rationale for the change in definitions and reconciliations presenting the
restatement of the prior year comparatives as applicable.
(2) Adjusted EBITDA and Adjusted profit before tax are reconciled to the
nearest statutory measure in Note 16.
(3) Adjusted operating profit is reconciled to the nearest statutory measure
in Note 2.
(4) Adjusted basic earnings per share is reconciled to statutory earnings
per share in Note 6.
( )
The notes on pages 25 to 39 form part of these condensed consolidated interim
financial statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2025
Notes Restated(1)
30 June 30 June 31 December
2025 2024 2024
(unaudited) (unaudited) (audited)
£'000
£'000 £'000
Non-current assets
Goodwill 7 53,654 40,709 52,278
Other intangible assets 7 117,886 114,714 118,017
Property, plant and equipment 7,682 9,130 8,084
Right-of-use assets 8 34,576 40,412 38,622
Contract assets 6,610 5,666 5,608
Investments 31 31 31
Deferred tax assets 2,920 2,563 2,738
223,359 213,225 225,378
Current assets
Trade and other receivables 20,347 20,305 16,709
Contract assets 20,294 16,311 18,579
Current tax assets - 804 2,172
Cash and cash equivalents 2,582 1,813 5,320
43,223 39,233 42,780
Total assets 266,582 252,458 268,158
Current liabilities
Trade and other payables (22,996) (19,998) (23,921)
Current tax liabilities (181) - -
Lease liabilities 8 (9,366) (11,029) (11,354)
Contract liabilities (9,998) (10,466) (10,506)
Provisions (2,335) (1,167) (2,156)
(44,876) (42,660) (47,937)
Net current liabilities (1,653) (3,427) (5,157)
Non-current liabilities
Lease liabilities 8 (27,678) (34,423) (31,410)
Borrowings 11 (20,811) (13,132) (18,008)
Contract liabilities - (480) -
Provisions (1,972) (3,111) (2,321)
Deferred tax liabilities (29,482) (27,963) (29,503)
(79,943) (79,109) (81,242)
Total liabilities (124,819) (121,769) (129,179)
Net assets 141,763 130,689 138,979
Equity
Share capital 12 3,253 3,301 3,301
Merger reserve 20,568 20,568 20,568
Other reserves 2,701 2,653 2,653
Own shares reserve 13 (10,798) (11,180) (11,012)
Retained earnings 126,039 115,347 123,469
Total equity 141,763 130,689 138,979
(1) Current and non-current borrowings as at 30 June 2024 have been restated
to adopt amendments to IAS 1. See Note 11 for further details.
The notes on pages 25 to 39 form part of these condensed consolidated interim
financial statements.
These unaudited condensed consolidated interim financial statements for the
six months ended 30 June 2025 were approved by the Board on 29 July 2025.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Six months ended 30 June 2025
Notes Share Merger reserve Other reserves Own Retained earnings Total
capital
£'000
£'000
shares reserve
£'000
equity
£'000
£'000
£'000
At 1 January 2025 3,301 20,568 2,653 (11,012) 123,469 138,979
Total comprehensive income for the period - - - - 7,442 7,442
Dividends 5 - - - - (2,875) (2,875)
Credit to equity for share-based payments - - - - 1,171 1,171
Share buyback 12 (48) - 48 - (2,775) (2,775)
Settlement of share incentive plan 13 - - - 214 (393) (179)
At 30 June 2025 (unaudited) 3,253 20,568 2,701 (10,798) 126,039 141,763
Notes Share Merger reserve Other reserves Own Retained earnings Total
capital
£'000
£'000
shares reserve
£'000
equity
£'000
£'000
£'000
At 1 January 2024 3,301 20,568 2,653 (12,092) 111,175 125,605
Total comprehensive income for the period - - - - 5,885 5,885
Dividends 5 - - - - (2,119) (2,119)
Credit to equity for share-based payments - - - - 1,388 1,388
Settlement of share incentive plan 13 - - - 912 (982) (70)
At 30 June 2024 (unaudited) 3,301 20,568 2,653 (11,180) 115,347 130,689
Notes Share Merger reserve Other reserves Own Retained earnings Total
capital
£'000
£'000
shares reserve
£'000
equity
£'000
£'000
£'000
At 1 January 2024 3,301 20,568 2,653 (12,092) 111,175 125,605
Total comprehensive income for the year - - - - 14,002 14,002
Dividends - - - - (2,787) (2,787)
Credit to equity for share-based payments - - - - 2,490 2,490
Settlement of share incentive plan 13 - - - 1,080 (1,411) (331)
At 31 December 2024 (audited) 3,301 20,568 2,653 (11,012) 123,469 138,979
The notes on pages 25 to 39 form part of these condensed consolidated interim
financial statements.
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
Six months ended 30 June 2025
Notes H1 2025 H1 2024
(unaudited) (unaudited)
£'000
£'000
Operating activities
Operating profit: 2 11,264 8,589
Adjustments for:
Depreciation of property, plant and equipment and right-of-use assets 6,774 6,633
Amortisation of intangible assets 1,809 1,087
Loss on disposal of property, plant and equipment - 15
Gain on lease surrenders and lease modifications (1,125) (72)
Sub-lease asset impairment reversal (100) -
Decrease in provisions (170) (339)
Share incentive plans settlements (179) (70)
Share-based payment charges 931 766
Operating cash flows before movements in working capital 19,204 16,609
Increase in receivables and contract assets (6,285) (5,896)
Decrease in payables and contract liabilities (221) (1,221)
Cash generated by operations 12,698 9,492
Income taxes paid (768) (2,766)
Net cash from operating activities 11,930 6,726
Investing activities
Interest received 254 166
Proceeds on disposal of property, plant and equipment and assets held for sale - 570
Purchases of property, plant and equipment (1,032) (930)
Purchases of intangibles (625) (917)
Proceeds on sale of investments - 91
Acquisition of subsidiaries (net of cash acquired) 10 (3,100) (1,301)
Net cash used in investing activities (4,503) (2,321)
Financing activities
Proceeds from borrowings 9,000 8,800
Repayment of borrowings (6,016) (7,428)
Dividends paid 5 (2,875) (2,119)
Interest on borrowings (685) (458)
Interest on lease liabilities (1,008) (1,038)
Repayment of lease liabilities (5,888) (5,432)
Sub-lease receipts 82 94
Purchase of own shares 12 (2,775) -
Net cash used in financing activities (10,165) (7,581)
Net decrease in cash and cash equivalents (2,738) (3,176)
Cash and cash equivalents at beginning of period 5,320 4,989
Cash and cash equivalents at end of period 2,582 1,813
The notes on pages 25 to 39 form part of these condensed consolidated interim
financial statements.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
1.1 General Information
Foxtons Group plc ("the Company") is a company incorporated in the United
Kingdom under the Companies Act 2006. The address of the Company's registered
office is Building One, Chiswick Park, 566 Chiswick High Road, London, W4 5BE.
The principal activity of the Company and its subsidiaries (collectively, "the
Group") is the provision of services to the residential property market in the
UK.
These condensed consolidated interim financial statements are presented in
pounds sterling which is the currency of the primary economic environment in
which the Group operates.
1.2 Basis of preparation
These condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2024, which were
prepared in accordance with UK-adopted international accounting standards,
were approved by the Directors on 4 March 2025 and delivered to the Registrar
of Companies. The report of the auditors on those accounts was unqualified,
did not contain an emphasis of matter paragraph and did not contain any
statement under section 498 of the Companies Act 2006. The condensed
consolidated interim financial statements have been reviewed, not audited.
This condensed consolidated interim financial report for the half-year
reporting period ended 30 June 2025 has been prepared in accordance with the
UK-adopted International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority.
1.3 Going concern
Going concern assessment
The condensed consolidated interim financial statements of the Group have been
prepared on a going concern basis as the Directors have satisfied themselves
that, at the time of approving the condensed consolidated interim financial
statements, the Group will have adequate resources to continue in operation
for a period of at least 12 months from the date of approval of the condensed
consolidated interim financial statements. The assessment has taken into
consideration the Group's financial position, liquidity requirements, recent
trading performance and the outcome of reverse stress testing. At 30 June
2025, the Group was in a net current liability position of £1.7m (31 December
2024: £5.2m net current liability) and a net debt position of £18.2m (31
December 2024: £12.7m net debt), which includes the £21.0m drawdown on the
Group's £30m revolving credit facility ('RCF') used to fund the Group's
acquisition strategy, working capital requirements and shareholder returns.
The facility has been extended during the period up to June 2028. The facility
also includes a £10m accordion option which can be requested at any time
subject to bank approval. For RCF terms refer to Note 11.
Reverse stress scenario
In assessing the Group's ability to continue as a going concern, the Directors
have stress tested the Group's cash flow forecasts using a reverse stress
scenario which incorporates a severe deterioration in market conditions.
Reverse stress testing seeks to determine the point at which the Group could
be considered to fail without taking further mitigating actions or raising
additional funds. For the purposes of the reverse stress test, the point of
failure has been defined as the point at which the Group breaches its RCF
covenants.
The reverse stress scenario has taken into consideration the revenue
characteristics of the Group, specifically the transactional nature of Sales
revenue, which contrasts to the recurring and non-cyclical nature of Lettings
revenue. The scenario assumes a severe macro-economic downturn from August
2025 to December 2026 which heavily impacts Sales and Financial Services
revenues since these streams are most sensitive to the macro-economic
environment. Additionally, Lettings revenues have been assumed to be impacted
despite their resilient nature. The key assumptions are summarised below:
· A 16% reduction in sales market transactions and a 5% reduction
in Lettings units compared to 2024. For context, a 16% reduction in sales
market transactions would see transaction volumes fall to those levels seen in
2009 following the Global Financial Crisis. Sales market share is also reduced
in the reverse stress scenario by 5% compared to 2024.
· Additionally, the scenario incorporates a 5% reduction in
Lettings average revenue per transaction from current levels, further reducing
revenues.
· Under the scenario, it is assumed management would take
mitigating action to reduce discretionary spending and right size fee earner
headcount to reflect market conditions. The modelled actions include: reducing
front office headcount in line with the revenue reductions; reducing
discretionary spend such as marketing; and pausing management bonuses.
In the unlikely event of the reverse stress scenario, the Group forecasts it
would breach the RCF's leverage covenant (refer to Note 11 for details of the
covenants) in March 2026. Under such a scenario, further mitigating actions
that could be taken, but not included in the reverse stress scenario, include
further reducing discretionary spend, further rationalising headcount, pausing
capital expenditure, seeking agreement to defer lease payments or raising
additional funds.
1.4 Accounting policies, interpretations and amendments adopted by
the Group
The accounting policies applied in these interim statements are the same as
those applied in the Group's 2024 Annual Report and Accounts, with the
exception of certain new interpretations and amendments adopted in the current
period which had no significant effect on the Group's results.
1.5 Alternative performance measures ('APMs')
In reporting financial information, the Group presents APMs which are not
defined or specified under the requirements of IFRS. The Group believes that
the presentation of APMs provides stakeholders with additional helpful
information on the performance of the business but does not consider them to
be a substitute for or superior to IFRS measures. APMs are also used to
enhance the comparability of information between reporting periods, by
adjusting for uncontrollable factors which affect IFRS measures, to aid users
in understanding the Group's performance. The Group's APMs are defined, and
purpose explained, within Note 16.
Changes in APM definitions
During H2 2024, the Board reviewed certain APM definitions and decided to
exclude the amortisation of intangibles acquired in business combinations from
profit measures. The amortisation charge is excluded since the incremental
amortisation charge arising from acquired intangible assets is not considered
when assessing the underlying trading performance of the Group/segments. The
change also aligns the metric with generally accepted market practice.
As a result of this change, the following APMs have been redefined to exclude
the amortisation of intangibles acquired in business combinations:
· Adjusted operating profit
· Adjusted operating profit margin
· Adjusted profit before tax
· Adjusted earnings per share
The H1 2024 comparatives have been restated as applicable under the revised
definition to ensure a fair comparison. Refer to Note 16 for further details
of the restatement.
1.6 Critical accounting judgements and key sources of estimation
uncertainty
The Group's critical accounting judgements and key sources of estimation
uncertainty are consistent with those described in the Group's 2024 Annual
Report and Accounts.
2. BUSINESS AND GEOGRAPHICAL SEGMENTS
Products and services from which reportable segments derive their revenues
Management has determined the operating segments based on the monthly
management pack reviewed by the Directors, which is used to assess both the
performance of the business and to allocate resources within the Group.
Management has identified that the Board is the Chief Operating Decision Maker
('CODM') in accordance with the requirements of IFRS 8 'Operating Segments'.
The operating and reportable segments of the Group are (i) Lettings, (ii)
Sales and (iii) Financial Services.
(i) Lettings generates commission from the letting and management of
residential properties and income from interest earned on client monies.
(ii) Sales generates commission on sales of residential property.
(iii) Financial Services generates commission from the arrangement of
mortgages and related products under contracts with financial service
providers and receives administration fees from clients.
All revenue for the Group is generated from within the UK and there is no
intra-group revenue.
Segment assets and liabilities and additions to non-current assets are not
reported to the Board on a segmental basis and are therefore not disclosed.
Goodwill and intangible assets have been allocated to reportable segments as
described in Note 7.
The segmental disclosures include two APMs as defined below. Further details
of the APMs are provided in Note 16.
Contribution and contribution margin
Contribution is defined as revenue less direct operating costs (being salary
costs of front office staff and costs of bad debt). Contribution margin is
defined as contribution divided by revenue. These measures indicate the
profitability and efficiency of the segments before the allocation of shared
costs.
Adjusted operating profit and adjusted operating profit margin
Adjusted operating profit represents the profit before tax for the period
before amortisation of acquired intangibles, adjusted items (defined below),
finance income, finance cost and other gains/losses. Adjusted operating profit
margin is defined as adjusted operating profit divided by revenue. As
explained in Note 16, these measures are used by the Board to measure delivery
against the Group's strategic priorities, to allocate resource and to assess
segmental performance.
As explained in Note 1.5, the definitions of adjusted operating profit and
adjusted operating profit margin were updated in H2 2024 to exclude the
amortisation of acquired intangibles. The H1 2024 comparatives (Group and
segmental metrics) have been restated as detailed within this note to ensure a
fair comparison.
Adjusted items
Adjusted operating profit, adjusted operating profit margin, adjusted EBITDA,
adjusted EBITDA margin and adjusted earnings per share exclude adjusted items.
Adjusted items include costs or revenues which due to their size and incidence
require separate disclosure in the condensed consolidated interim financial
statements to reflect management's view of the underlying performance of the
Group and allow comparability of performance from one period to another.
Adjusted items include restructuring and impairment charges, significant
acquisition costs and any other significant exceptional items. Current period
charges/credits relating to prior period adjusted items, for example a change
in estimate of adjusted items provisions, are presented as adjusted items to
ensure consistency across reporting periods. Refer to Note 3 for further
information of the adjusted items recognised in the period.
Segment revenues and results
The following is an analysis of the Group's results by reportable segment for
the half year ended 30 June 2025:
Notes Lettings Sales Financial Services Corporate costs Consolidated
( ) £'000 £'000 £'000 £'000 £'000
Revenue 54,630 26,909 4,530 n/a 86,069
Contribution 16 41,486 12,683 1,797 n/a 55,966
Contribution margin 16 75.9% 47.1% 39.7% n/a 65.0%
Adjusted operating profit/(loss) 16 15,539 (2,092) 332 (1,459) 12,320
Adjusted operating profit margin 16 28.4% (7.8%) 7.3% n/a 14.3%
Adjusted items 3 440
Amortisation of acquired intangibles (1,496)
Operating profit 11,264
Other gains 320
Finance income 254
Finance costs (1,620)
Profit before tax 10,218
Depreciation and amortisation Lettings Sales Financial Services Corporate costs Consolidated
£'000 £'000 £'000 £'000 £'000
Depreciation(1) 4,156 2,611 7 - 6,774
Amortisation of non-acquired intangibles 184 125 4 - 313
Amortisation of acquired intangibles 1,013 483 - - 1,496
Total 5,353 3,219 11 - 8,583
(1 ) Total depreciation of £6.8m consists of £1.3m of property, plant and
equipment depreciation and £5.5m of right-of-use assets depreciation (refer
to Note 8).
The following is an analysis of the Group's results by reportable segment for
the half year ended 30 June 2024:
Notes Lettings Sales Financial Services Corporate costs Consolidated
( ) £'000 £'000 £'000 £'000 £'000
Revenue 52,356 21,610 4,549 n/a 78,515
Contribution 16 39,265 9,779 1,961 n/a 51,005
Contribution margin 16 75.0% 45.3% 43.1% n/a 65.0%
Adjusted operating profit/(loss) -restated(1) 16 13,761 (3,581) 592 (1,333) 9,439
Adjusted operating profit margin -restated(1) 16 26.3% (16.6%) 13.0% n/a 12.0%
Adjusted items 3 131
Amortisation of acquired intangibles (981)
Operating profit 8,589
Other gains 260
Finance income 166
Finance costs (1,474)
Profit before tax 7,541
Lettings Sales Financial Services Corporate costs Consolidated
Depreciation and amortisation £'000 £'000 £'000 £'000 £'000
Depreciation(2) 4,124 2,501 8 - 6,633
Amortisation of non-acquired Intangibles 47 30 29 - 106
Amortisation of acquired intangibles 820 161 - - 981
Total 4,991 2,692 37 - 7,720
(1 ) The adjusted operating profit/loss and adjusted operating profit/loss
margin lines have been restated under the Group's revised definitions of these
measures which now both exclude the amortisation of acquired intangibles.
Refer to Note 16 for further details including a reconciliation of the metrics
under the revised definition versus the previous definition.
(2 ) Total depreciation of £6.6m consists of £1.2m of property, plant and
equipment depreciation and £5.4m of right-of-use assets depreciation (refer
to Note 8).
3. ADJUSTED ITEMS
Adjusted operating profit, adjusted operating profit margin, adjusted EBITDA,
adjusted EBITDA margin, adjusted profit before tax, and adjusted earnings per
share, exclude adjusted items. These APMs are defined, purpose explained and
reconciled to statutory measures in Note 2, Note 6 and Note 16. The following
items have been classified as adjusted items in the period.
H1 2025 H1 2024
£'000
£'000
Net property related reversals(1) (531) (131)
Transaction related costs(2) 91 -
(440) (131)
(1 ) Net property related reversals mainly comprise the net of charges for
re-estimation of property and onerous cost provisions, gains on the surrender
of leases and other charges and credits relating to vacant or sublet property.
(2 ) Transaction related costs incurred from the acquisition of Marshall
Vizard in H1 2025.
4. TAXATION
The components of the income tax charge recognised in the condensed
consolidated income statement are:
H1 2025 H1 2024
£'000
£'000
Current tax charge 3,115 2,022
Deferred tax credit (339) (366)
Tax charge on profit on ordinary activities 2,776 1,656
The current tax charge for the six months ended 30 June 2025 has been
calculated by applying the effective rate of tax which is expected to apply to
the Group for the year ending 31 December 2025 using rates substantively
enacted in H1 2025 as required by IAS 34 'Interim Financial Reporting'.
Deferred tax assets and liabilities have been recognised at 25% reflecting the
prevailing UK corporate tax rate.
5. DIVIDENDS
H1 2025 H1 2024
£'000 £'000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2024: 0.95p (31 December 2023: 2,875 2,119
0.70p) per ordinary share
2,875 2,119
In July 2025, the Board declared an interim dividend of 0.24p (2024: 0.22p)
per ordinary share to be paid in September 2025. The condensed consolidated
interim financial statements do not reflect the dividend payable.
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the period
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares in issue during the financial period, excluding own
shares held.
Diluted earnings per share is calculated by dividing the earnings attributable
to ordinary equity holders of the Company by the weighted average number of
ordinary shares in issue during the financial period, excluding own shares
held, plus the weighted average number of ordinary shares that would be issued
on conversion of dilutive potential ordinary shares into ordinary shares. The
Company's dilutive potential ordinary shares relate to share options granted
for which the vesting conditions have been met as of the reporting date.
As explained in Note 1.5, the definition of adjusted earnings per share was
updated in H2 2024 to exclude the amortisation of acquired intangibles. The H1
2024 comparative has been restated as detailed within this note to ensure a
fair comparison.
Restated(2)
H1 2025 H1 2024
£'000 £'000
Profit for the purposes of basic and diluted earnings per share 7,442 5,885
Adjusted for:
Adjusted items (including associated taxation)(1) (277) (95)
Amortisation of acquired intangibles (including associated taxation)(1) 1,122 736
Adjusted earnings for the purposes of adjusted earnings per share(2) 8,287 6,526
Number of shares H1 2025 Restated(3,4)
H1 2024
Weighted average number of ordinary shares for the purpose of basic earnings 302,695,426 302,097,591
per share
Effect of dilutive potential ordinary shares(3) 4,443,979 4,093,727
Weighted average number of ordinary shares for the purpose of diluted earnings 307,139,405 306,191,318
per share(3)
Earnings per share (basic) 2.5p 1.9p
Earnings per share (diluted) 2.4p 1.9p
Adjusted earnings per share (basic)(4) 2.7p 2.2p
Adjusted earnings per share (diluted)(4) 2.7p 2.1p
(1 ) Adjusted items credit of £440k (2024: £131k) per Note 3, plus
associated tax charge of £163k (2024: £36k), and amortisation of acquired
intangibles of £1,496k (2023: £981k) per Note 2, plus associated tax credit
of £374k (2024: £245k).
(2 ) The H1 2024 adjusted earnings comparative has been restated to exclude
the amortisation of acquired intangibles net of tax of £736k, increasing the
metric from £5,790k (as presented in H1 2024) to £6,526k.
(3) The H1 2024 dilutive potential ordinary shares has been restated to
exclude the effect of certain share options for which vesting conditions had
not been satisfied as at 30 June 2024 in accordance with IAS 33 'Earnings per
Share', reducing the metric from 12,613,971 to 4,093,727 and the weighted
average number of ordinary shares for the purpose of diluted earnings per
share from 314,711,562 to 306,191,318. The restatement did not result in any
change to the previously reported earnings per share (diluted) or adjusted
earnings per share (diluted).
(4 ) The H1 2024 adjusted earnings per share (basic and diluted) has been
restated to reflect the adjusted earnings noted above. The H1 2024 adjusted
earnings per share (basic) has increased from 1.9p to 2.2p and the H1 2024
adjusted earnings per share (diluted) has increased from 1.8p to 2.1p.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
30 June 2025 30 June 2024 31 December 2024
£'000
£'000
£'000
Goodwill 53,654 40,709 52,278
Brand 99,000 99,000 99,000
Software 3,485 724 824
Customer contracts and relationships 14,925 12,615 15,369
Assets under construction 476 2,375 2,824
Other intangible assets 117,886 114,714 118,017
Goodwill and other intangible assets 171,540 155,423 170,295
Assets under construction represent the amount of expenditure recognised in
the course of an asset's construction. Development costs that are directly
attributable to the design and testing of identifiable software products
controlled by the Group are recognised as intangible assets when the project
or process is technically and commercially feasible. Directly attributable
costs that are capitalised as part of the software product include the
software development employee costs and an appropriate portion of relevant
overheads.
The increase in software includes the transfer of £2.7m of assets under
construction, in respect of a new customer website which launched during March
2025.
a) Review for indicators of impairment at 30 June 2025
Under IAS 36 'Impairment of Assets', the Group is required to:
· review its intangible assets in the event of a significant change
in circumstances that would indicate potential impairment; and
· review and test its goodwill and indefinite-life intangible
assets annually or in the event of a significant change in circumstances.
At 30 June 2025, the Group has assessed for indicators of impairment of the
Group's goodwill and brand asset. Following consideration of both internal and
external impairment indicators, including 2025 year-to-date trading
performance, no indicators of impairment have been identified.
b) Sensitivity analysis
Sensitivity analysis was performed as part of the impairment review for the
year ended 31 December 2024 to assess whether the carrying value of the
Foxtons brand asset is sensitive to reasonable possible changes in key
assumptions and whether any changes in key assumptions would materially change
the carrying value. Lettings goodwill showed significant headroom against all
sensitivity scenarios, whilst the brand asset was sensitive to reasonable
possible changes in key assumptions.
The key assumption used in the 2024 brand asset impairment assessment was the
forecast revenues for the Sales and Lettings businesses. The carrying value of
the brand asset was not highly sensitive to changes in discount rates or
long-term growth rates.
As disclosed in Note 10 of the 2024 Annual Report and Accounts, the impairment
model indicated brand asset headroom of £58.6m or 35% of the carrying value
under test. Cash flows are from the Group's Board approved plan while also
complying with the requirements of the relevant accounting standard. The key
assumptions were as follows:
· Sales revenue to increase by a CAGR (compound average growth
rate) of 7.9% as the market recovers 7.1% in 2025 and 2.5% annually from there
and market share growth continues.
· Within the Sales revenue assumption, house prices were assumed to
increase 1.5% annually.
· Lettings revenue assumed to grow at a CAGR of 3.2% over the
forecast period, excluding future Lettings portfolio acquisitions that must be
excluded from forecast cash flows under the relevant accounting standard.
It was disclosed that assuming no changes in other elements of the plan, the
brand asset headroom would reduce to zero if the combined revenue CAGR over
the forecast period reduces from 4.8% to 3.0%. Under a reasonably possible
downside scenario, Sales revenue would grow by 10.9% in 2025 (base: 17.3%)
reflecting a possible, but pessimistic, sales market downside view, Lettings
revenue growth is limited to 1% and the Group takes appropriate mitigating
actions, such as reducing discretionary spend and direct costs, the brand
asset headroom would be reduced to £10.2m. At 30 June 2025, consideration of
the latest economic and geo-political conditions have been made, and there
have been no significant changes to this reasonable possible downside
scenario.
The Group will complete a full annual impairment review, as required under IAS
36, for the goodwill and brand assets in the second half of the year.
8. LEASES
Right-of-use assets
The carrying amounts of the right-of-use assets recognised and the movements
during the period are outlined below:
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Opening balance 38,622 42,471 42,471
Additions 4,606 2,979 5,871
Acquired through business combinations 18 - 1,001
Lease modifications (2,522) 579 450
Disposals (657) (228) (487)
Depreciation (5,491) (5,389) (10,684)
Closing balance 34,576 40,412 38,622
Lease liabilities
The carrying amounts of lease liabilities recognised and the movements during
the period are outlined below:
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Opening balance 42,764 47,601 47,601
Additions 4,454 2,985 5,842
Acquired through business combinations 18 - 1,001
Lease modifications (3,256) 579 462
Disposals (1,048) (281) (1,040)
Interest charge 1,008 1,038 2,065
Payments (6,896) (6,470) (13,167)
Closing balance 37,044 45,452 42,764
Current 9,366 11,029 11,354
Non-current 27,678 34,423 31,410
Lease modifications include the early surrender of the leases for the Group's
headquarters, which now has an end date of January 2026. This resulted in a
net gain of £0.3m, reflecting a £0.7m gain from lease modifications,
partially offset by a £0.4m provision for lease exit costs.
The lease for the new headquarters has been agreed and will commence in
September 2025; committed lease payments have been included in the maturity
analysis below. At the balance sheet date, the Group had outstanding
commitments for future minimum lease payments which fall due as follows:
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Maturity analysis - contractual undiscounted cash flows
Within one year 10,947 12,837 13,101
In the second to fifth years inclusive 26,468 29,555 27,032
After five years 21,070 8,970 8,282
58,485 51,362 48,415
9. FINANCIAL INSTRUMENTS
Categories of financial instruments
The categories of financial instruments, including contact assets and
liabilities, held by the Group are as follows:
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Financial assets recorded at FVOCI
Investments 31 31 31
31 31 31
Financial assets recorded at amortised cost
Cash and cash equivalents 2,582 1,813 5,320
Other financial assets 44,191 39,189 36,043
46,773 41,002 41,363
Financial liabilities recorded at amortised cost
Borrowings (20,811) (13,132) (18,008)
Lease liabilities (37,044) (45,542) (42,764)
Other financial liabilities (25,021) (22,997) (27,448)
(82,876) (81,671) (88,220)
Management considers that the book value of financial assets and liabilities
recorded at amortised cost and their fair value are approximately equal.
Fair value hierarchy
The Group uses the following hierarchy for determining the fair value of the
financial instruments held:
· Level 1 - Quoted market prices
· Level 2 - Valuation techniques (market observable)
· Level 3 - Valuation techniques (non-market observable)
The Group held £31k (31 December 2024: £31k, 30 June 2024: £31k) of Level
3 financial instruments relating to unlisted shares at 30 June 2025. The Group
does not hold any financial instruments categorised as Level 1 or 2 by IFRS 13
(31 December 2024: £nil, 30 June 2024: £nil).
Financial risk factors
The Group's activities expose it to a variety of financial risks including,
interest rate risk, credit risk and liquidity risk. The condensed consolidated
interim financial statements do not include all financial risk management
information and disclosures as required in the annual financial statements;
they should be read in conjunction with the information included in Note 24 of
the 2024 Annual Report and Accounts. There have been no changes in any risk
management policies since the year end.
10. BUSINESS COMBINATIONS
2025 acquisitions
On 28 February 2025 the Group acquired 100% of the equity interest of Marshall
Vizard LLP and its holding companies ('Marshall Vizard'), an independent
estate agent which is focused on the commuter town of Watford.
A provisional purchase price allocation exercise has been completed which
identified £1.0m of acquired intangible assets relating to customer contracts
and relationships, which are identifiable and separable, and will be amortised
over ten years. The discount rate applied to the cash flows is based on
Marshall Vizard's weighted average cost of capital (WACC) and is calculated
using a capital asset pricing model. The WACC has been adjusted to reflect
risks specific to Marshall Vizard not already reflected in the future cash
flows.
£1.4m of goodwill has arisen on the acquisitions and is primarily
attributable to synergies, new customers, the acquired workforce and business
expertise. The acquired goodwill has been allocated for impairment testing
purposes to the Group's Lettings cash-generating unit which is expected to
benefit from the synergies of the combination. None of the goodwill is
expected to be deductible for tax purposes.
From the date of acquisition, the business combination contributed £0.3m of
revenue and £0.2m profit before tax to the Group's performance from 28
February to 30 June 2025. If the combination had taken place at the beginning
of the year, revenue for the period would have been £0.2m higher and profit
before tax would have increased by £0.1m.
Assets acquired and liabilities assumed
The provisional fair values of the identifiable assets and liabilities of
Marshall Vizard as at the date of acquisition are disclosed below. The fair
value of the identifiable assets and liabilities are estimated by taking into
consideration all available information at the reporting date and are on a
provisional basis due to the timing of the acquisitions.
Marshall Vizard
£'000
Assets
Acquired intangible assets recognised on acquisition 1,042
Right of use assets 18
Cash and cash equivalents 421
Trade and other receivables 4
Contract assets 243
1,728
Liabilities
Trade and other payables (50)
Contract liabilities (4)
Lease liabilities (18)
Current tax liability (121)
Deferred tax liability (320)
Borrowings (16)
(529)
Total identifiable net assets at fair value 1,199
Goodwill arising on acquisition 1,376
Fair value of consideration transferred 2,575
The deferred tax liability mainly comprises the tax effect of the accelerated
amortisation for tax purposes of the acquired intangible assets recognised on
acquisition.
Purchase consideration
Marshall Vizard
£'000
Amount settled in cash 1,840
Deferred and contingent cash consideration 735
Fair value of consideration transferred 2,575
Gross purchase consideration was £2.6m, with £1.8m paid in February 2025.
Consideration paid in the period, net of cash acquired, was £1.4m and is
included in cash flows used in investing activities. £0.7m of deferred and
contingent cash consideration is payable within the first 12 months from the
transaction completion date, with the liability included within trade and
other payables.
Prior year acquisitions
Deferred consideration of £1.7m was paid in H1 2025 relating to 2023 and 2024
acquisitions. £2.1m of deferred and contingent consideration is expected to
be paid in relation to 2024 acquisitions in the next 12 months.
Analysis of cash flows on acquisition
H1 2025 H1 2024
£'000
£'000
Cash consideration paid in relation to current period acquisitions (1,840) -
Deferred and contingent consideration paid in relation to prior year (1,681) (1,301)
acquisitions
Cash and cash equivalents acquired in subsidiaries 421 -
Acquisitions of subsidiaries, net of cash acquired (included in cash flows (3,100) (1,301)
used in investing activities)
Transaction costs (included in cash flows from operating activities) (91) -
Net cash flows on acquisitions (3,191) (1,301)
H1 2025, transaction costs of £0.1m were recognised as an adjusted item
expense in the condensed consolidated income statement (refer to Note 3).
11. BORROWINGS
30 June 2025 Restated(1) 31 December 2024
£'000 30 June 2024 £'000
£'000
Non-current:
Revolving credit facility 21,024 13,329 18,180
Transaction costs (213) (197) (172)
Total borrowings due in more than one year 20,811 13,132 18,008
Total borrowings 20,811 13,132 18,008
(1 ) The 30 June 2024 comparative has been restated to reflect an IAS 1
amendment with all borrowings presented as non-current. The 30 June 2024
borrowings were presented as £13,132k (current) and £nil (non-current)
within the 30 June 2024 condensed consolidated interim financial statements.
The total revolving credit facility (RCF) available is £30m. In May 2025, the
facility was extended from June 2027 to June 2028. The RCF attracts a margin
of 1.65% above SONIA and is unsecured. The facility has an accordion option to
increase the size to £40m subject to bank approval.
Interest of £0.7m was paid in the period (2024: £0.5m).
The RCF is subject to a leverage covenant (net debt to EBITDA not to exceed
1.75) and an interest cover covenant (EBITDA to interest not to be less than
4) as defined in the facility agreement. Both covenants are calculated using
pre-IFRS 16 accounting principles.
The Group has the right to defer settlement of the RCF providing that the
covenants are met. The Group was in compliance with the covenants at 30 June
2025 (leverage covenant 0.7x and interest cover 27x) and as such the RCF
liability has been classified as non-current. The Group was also in compliance
with the covenants as of 30 June 2024 (leverage covenant 0.6x and interest
cover 28x).
12. SHARE CAPITAL
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Authorised, allotted, issued and fully paid:
Ordinary shares of £0.01 each
Opening balance 3,301 3,301 3,301
Own shares acquired and cancelled in the period (48) - -
Closing balance 3,253 3,301 3,301
As at 31 December 2024 the Company had 330,097,758 ordinary shares. During the
first six months of the year 4,840,090 shares with a nominal value of £48k
were repurchased at a cost of £2,775k (31 December 2024: none; 30 June 2024:
none) through a share buyback programme. As of 30 June 2025, the Company has
325,257,668 ordinary shares, of which 299,574,553 have voting rights. Shares
purchased during the period were cancelled.
13. OWN SHARES RESERVE
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Opening balance 11,012 12,092 12,092
Settlement of share incentive plan (214) (912) (1,080)
Closing balance 10,798 11,180 11,012
The settlement of share incentive plans relates to the exercise of 788,901
Salary Substitute Restricted Share Awards in H1 2025.
No share awards were exercised by the Executive Directors.
The own shares reserve represents the cost of shares in the Company purchased
in the market and held by either the Company or the Foxtons Group Employee
Benefit Trust to satisfy awards under the Group's long-term incentive schemes.
The number of ordinary shares held by the Employee Benefit Trust at 30 June
2025 was 57,467 (31 December 2024: 57,467; 30 June 2024: 57,467).
The number of ordinary shares held by the Company at 30 June 2025 was
25,683,115 (31 December 2024: 26,192,151; 30 June 2024: 26,589,303).
14. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this note.
15. CLIENT MONIES
At 30 June 2025, client monies held within the Group in approved bank accounts
amounted to £141.5m (31 December 2024: £127.2m, 30 June 2024: £129.5m).
Neither this amount nor the matching liabilities to the clients concerned are
included in the consolidated balance sheet since these funds belong to
clients. Foxtons Limited's terms and conditions provide that any interest
income received on these client monies accrues to the Company.
Client monies are protected by the FSCS under which the government guarantees
amounts up to £85,000 each. This guarantee applies to each individual client
deposit, not the sum total on deposit.
16. ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information the Group presents APMs which are not
defined or specified under the requirements of IFRS. The Group believes that
the presentation of APMs provides stakeholders with additional helpful
information on the performance of the business, but does not consider them to
be a substitute for or superior to IFRS measures.
The Group's APMs are aligned to the Group's strategy and together are used to
measure the performance of the business with certain APMs forming the basis of
remuneration performance measures. Adjusted results exclude certain items,
because if included, these could distort the understanding of our performance
for the period and the comparability between periods. The definition, purpose
and how the measures are reconciled to statutory measures are set out below.
During H2 2024, certain APM definitions were revised to exclude the
amortisation of intangibles acquired in business combinations from profit
measures, as the incremental amortisation charge arising from acquired
intangible assets is not considered when assessing the underlying trading
performance of the Group/segments. The change also aligns the metric with
generally accepted market practice.
a) Contribution and contribution margin
Contribution is defined as revenue less direct salary costs of front office
staff and costs of bad debt. Contribution margin is defined as contribution
divided by revenue. Contribution and contribution margin are key metrics for
management since both are measures of the profitability and efficiency before
the allocation of shared costs. A reconciliation between revenue and
contribution is presented below.
H1 2025 Lettings Sales Financial Services Consolidated £'000
£'000 £'000 £'000
Revenue 54,630 26,909 4,530 86,069
Less: direct operating costs (13,144) (14,226) (2,733) (30,103)
Contribution 41,486 12,683 1,797 55,966
Contribution margin 75.9% 47.1% 39.7% 65.0%
H1 2024 Lettings Sales Financial Services Consolidated £'000
£'000 £'000 £'000
Revenue 52,356 21,610 4,549 78,515
Less: direct operating costs (13,091) (11,831) (2,588) (27,510)
Contribution 39,265 9,779 1,961 51,005
Contribution margin 75.0% 45.3% 43.1% 65.0%
b) Adjusted EBITDA and adjusted EBITDA margin
Adjusted EBITDA represents the profit before tax before finance income,
non-IFRS 16 finance costs, other gains/(losses), depreciation of property,
plant and equipment (but after IFRS 16 depreciation), amortisation,
share-based payment charges and adjusted items. Since the measure includes
IFRS 16 lease depreciation and IFRS 16 lease finance cost, adjusted EBITDA
includes all elements of the Group's leasing costs and therefore fully
reflects the Group's lease cost base. Adjusted EBITDA margin is defined as
adjusted EBITDA divided by revenue. These measures are frequently used by
investors, securities analysts and other interested parties to evaluate
financial performance and compare performance of sector peers. Furthermore,
adjusted EBITDA is used to calculate the leverage and interest cover ratios
for the purposes of the Group's RCF covenants. A reconciliation between
operating profit and adjusted EBITDA is presented below.
Notes H1 2025 H1 2024
£'000
£'000
Operating profit 11,264 8,589
Deduct: adjusted items 3 (440) (131)
Add back: amortisation of acquired intangibles 1,496 981
Adjusted operating profit 12,320 9,439
Add back: amortisation of non-acquired intangibles 313 106
Add back: depreciation of property, plant and equipment(1) 1,282 1,244
Add back: share-based payment charges(2) 931 766
Deduct: interest on IFRS 16 leases(3) 8 (1,008) (1,038)
Adjusted EBITDA 13,838 10,517
Adjusted EBITDA margin 16.1% 13.4%
(1 ) Depreciation of IFRS 16 right-of-use assets is not added back so that
adjusted EBITDA includes the non-financing element of property and vehicle
leases.
(2) Share-based payment charges exclude National Insurance.
(3) Interest on IFRS 16 leases is deducted so that adjusted EBITDA includes
the financing cost of property and vehicle leases.
c) Adjusted operating profit and adjusted operating profit
margin
Adjusted operating profit represents the profit before tax for the period
before amortisation of acquired intangibles, finance income, finance cost,
other gains/(losses) and adjusted items (defined within Note 2). This measure
is reported to the Board for the purpose of resource allocation and assessment
of segment performance. The closest equivalent IFRS measure to adjusted
operating profit is operating profit.
Adjusted operating profit margin is defined as adjusted operating profit
divided by revenue. This APM is a key performance indicator of the Group and
is used to measure the delivery of the Group's strategic priorities.
Refer to Note 2 for a reconciliation between operating profit and adjusted
operating profit and for the inputs used to derive adjusted operating profit
margin. The table below reconciles the revised definition of the metrics to
the previous definition.
Notes H1 2025 H1 2024
£'000
£'000
Operating profit 11,264 8,589
Deduct: adjusted items 3 (440) (131)
Adjusted operating profit (previous definition) 10,824 8,458
Add back: amortisation of acquired intangibles 1,496 981
Adjusted operating profit (revised definition) 12,320 9,439
Adjusted operating profit margin (previous definition) 12.6% 10.8%
Add back: amortisation of acquired intangibles 1.7% 1.2%
Adjusted operating profit margin (revised definition) 14.3% 12.0%
d) Adjusted profit before tax
Adjusted profit before tax represents profit before tax before adjusted items
and amortisation of acquired intangibles. It provides a view of the underlying
profit before tax and aids comparability of performance from one period to
another. A reconciliation between profit before tax and adjusted profit before
tax is presented below.
Notes H1 2025 H1 2024
£'000
£'000
Profit before tax 10,218 7,541
Deduct: adjusted items 3 (440) (131)
Adjusted profit before tax (previous definition) 9,778 7,410
Add back: amortisation of acquired intangibles 1,496 981
Adjusted profit before tax (revised definition) 11,274 8,391
e) Adjusted earnings per share
Adjusted earnings per share is defined as earnings per share excluding
adjusted items and amortisation of acquired intangibles.
The measure is derived by dividing profit after tax, adjusted for post-tax
adjusted items and amortisation of acquired intangibles, by the weighted
average number of ordinary shares in issue during the financial period,
excluding own shares held. This APM is a measure of management's view of the
Group's underlying earnings per share.
The closest equivalent IFRS measure is basic earnings per share. Refer to Note
6 for a reconciliation between statutory earnings per share and adjusted
earnings per share.
As noted above, adjusted earnings per share has been redefined to exclude the
amortisation of intangibles acquired in business combinations. The H1 2024
comparatives have been restated for the change in definition as explained in
Note 6.
f) Net free cash flow
Net free cash flow is defined as net cash from operating activities less
repayment of IFRS 16 lease liabilities and net cash used in investing
activities, excluding the acquisition of subsidiaries (net of any cash
acquired), divestments and purchases of investments. This measure is used to
monitor cash generation. A reconciliation between net cash from operating
activities and net free cash flow is presented below.
H1 2025 H1 2024
£'000 £'000
Net cash from operating activities 11,930 6,726
Less: interest on lease liabilities (1,008) (1,038)
Less: repayment of IFRS 16 lease liabilities (5,888) (5,432)
Net cash from operating activities, after lease repayments 5,034 256
Investing activities
Interest received 254 166
Proceeds on disposal of property, plant and equipment - 570
Purchases of property, plant and equipment (1,032) (930)
Purchase of intangibles (625) (917)
Net cash used in investing activities (1,403) (1,111)
Net free cash flow 3,631 (855)
g) Net debt
Net debt is defined as cash and cash equivalents less external borrowings and
excludes IFRS 16 lease liabilities. The measure is monitored internally for
the purposes of assessing the availability of capital and balance sheet
strength. A reconciliation of the measure is presented below.
30 June 2025 30 June 2024 31 December 2024
£'000 £'000 £'000
Cash and cash equivalents 2,582 1,813 5,320
Less: external borrowings (20,811) (13,132) (18,008)
Net debt (18,229) (11,319) (12,688)
Other performance measure definitions
Definitions of other performance measures presented in this interim results
announcement are summarised below.
Volumes
· Sales volumes: Total number of property sales transactions which
have exchanged during the period.
· Lettings volumes: Total of the number of long and short lets
entered into by tenants and the number of renewals agreed between tenants and
landlords during the period.
· Financial Services volumes: Total number of mortgages arranged
during the period (purchase and refinance units).
Revenue per transaction
· Revenue per Sales transaction: Sales revenue during the period
divided by Sales volumes during the period.
· Revenue per Lettings transaction: Lettings revenue during the
period divided by Lettings volumes during the period.
· Revenue per Financial Services transaction: Financial Services
revenue during the period divided by Financial Services volumes during the
period.
INDEPENDENT REVIEW REPORT TO FOXTONS GROUP PLC
Conclusion
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 2025 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.
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 2025 which comprises the condensed consolidated statement of
comprehensive income, the condensed consolidated statement of financial
position, the condensed consolidated statement of changes in equity, the
condensed consolidated cash flow statement and the related explanatory notes
that have been reviewed.
Basis for conclusion
We conducted our review in accordance with the International Standard on
Review Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). 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 1.2, the annual financial statements of the group are
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".
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the Directors have
inappropriately adopted the going concern basis of accounting or that the
Directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the group to
cease to continue as a going concern.
Responsibilities of 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.
In preparing the half-yearly financial report, the Directors are responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no realistic alternative
but to do so.
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, including our Conclusions
Relating to Going Concern, are 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
Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
29 July 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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