REG - Foxtons Group PLC - Full Year Results For Year Ended 31 December 2025
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RNS Number : 3950V Foxtons Group PLC 05 March 2026
Foxtons Group plc
FULL YEAR RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
5 March 2026
Resilient performance as Lettings growth mitigated a challenging operating
environment.
Foxtons Group plc (LSE: FOXT) ("the Group" or "Foxtons") delivered revenue
growth in 2025, as the lettings-focussed operating model mitigated a
challenging operating environment.
2025 2024 Change
Revenue £172.5m £163.9m +5%
Adjusted EBITDA(1,2) £25.3m £24.1m +5%
Adjusted operating profit(1,3) £22.2m £22.1m -
Profit before tax £16.9m £17.5m (3%)
Adjusted earnings per share (basic)(1,4) 5.0p 5.2p (4%)
Earnings per share (basic) 4.3p 4.6p (7%)
Net free cash flow(5) £11.2m £9.8m +14%
Total dividend per share 1.17p 1.17p -
Financial highlights:
· Group revenue up 5% to £172.5m:
- Lettings revenue up 5%, as recurring revenues from the highly
stable Lettings portfolio were boosted by revenues from acquisitions and
growth in high margin property management services.
- Sales revenue up 6%, driven by revenues from acquisitions in
commuter markets.
- Financial Services revenue up 10%, driven by operational
upgrades and a stronger refinance pipeline.
- Non-cyclical and recurring revenues generated 67% of total
revenue in 2025(6).
· Adjusted operating profit flat as revenue growth was offset by
increased costs, including the impact of National Insurance and National
Living Wage increases, and inflationary pressures.
· Year-end net debt of £16.9m (FY 2024: £12.7m, HY 2025: £18.2m)
reflecting 14% growth in net free cash flow, £5.3m of acquisition spend and
£9.1m of shareholder returns (buybacks and dividends).
Operational highlights:
· In Lettings:
- Portfolio of over 32,000 tenancies(7), growing over 50% since
2021.
- Delivered 8% organic market share growth in 2025 vs 2024 to
build on position as London's number 1 lettings agent brand and the UK's
largest lettings agent brand(8).
- Delivered 7% growth year-on-year in the cross-sell of property
management services to drive margin growth and earnings stability(9). At year
end, 43% of the portfolio was fully managed, up from 32% in 2021.
- Progressing our buy, build and bolt-on strategy:
- Integrated the October 2024 Imagine acquisition onto the
Foxtons Operating Platform to deliver synergies, and boosted returns with a
further bolt-on acquisition cementing our position as the clear market leader
in Watford lettings.
- Post period end, in January 2026, completed two platform
acquisitions in Milton Keynes and Birmingham, expanding the Group's footprint
into new, high growth and complementary markets. Further growth targeted in
these markets through execution of our acquisition strategy, including
delivery of organic growth, cost synergies and high‑return bolt‑on
acquisitions.
· In Sales:
- New Sales Managing Director appointed in Q4. Operational plan to
accelerate the path to profitability by repositioning the business to reflect
current market conditions.
- Reading and Watford businesses performed well. Contributed
£3.4m of margin-accretive Sales revenue and delivered market share growth in
the year(10).
· Continuing to build out the capabilities of our Operating Platform
including implementing value-add AI and data products into our technology
stack, strengthening customer service and retention, introducing new marketing
initiatives and accelerating investment in people and culture.
· Proactive approach to cost control to protect margins, with £1.5m of
annual operating cost savings delivered from January 2026 onwards by
negotiating an early exit from the previous HQ lease and rightsizing HQ space.
2026 trading and outlook
· Lettings is expected to remain resilient, providing non‑cyclical
and recurring income.
· The Renters' Rights Act, effective from 1 May 2026, is expected to
create growth opportunities over the medium-term by driving a flight to
quality agents, increasing adoption of high‑margin ancillary services,
strengthening the inflation linkage of revenues through annual rent reviews,
and accelerating sector consolidation.
· The London sales market remains challenging, with buyer demand in
early 2026 continuing to be held back by weak consumer confidence. To manage
this, the Group is focused on repositioning the Sales business for these lower
volume market conditions to accelerate the path to profitability.
· Management continues to target year‑on‑year revenue and profit
growth through organic initiatives, earnings‑accretive acquisitions and cost
efficiency, underpinned by the Group's portfolio of non‑cyclical and
recurring Lettings revenues.
Guy Gittins, Chief Executive Officer, said:
"We were pleased to deliver 5% revenue growth in the year, as our continued
focus on growing non‑cyclical and recurring Lettings revenues enabled us to
maintain adjusted operating profit despite a volatile sales market.
"We are making strong progress with our buy, build and bolt‑on strategy.
Acquisitions in Milton Keynes and Birmingham have extended our footprint into
high‑growth markets outside London and reflect our focus on entering new
markets by acquiring leading agents that act as platforms for further organic
and acquisitive growth. Our acquisition strategy is driven by the highly
fragmented nature of the UK estate agency market, which creates attractive
consolidation opportunities where our technology, brand and operating model
can add real value. We have a strong pipeline of opportunities and are well
positioned to build on our recent acquisitions.
"Operationally we are not standing still, with AI-led improvements to our
operating platform and targeted marketing initiatives helping us deliver
best‑in‑class service for our customers. Estate agency is a
people‑driven business and putting customers and colleagues at the front and
centre remains a key priority, which is why we launched our "Getting It Done.
Together" framework as we continue our work to foster a respectful, rewarding
and inspiring workplace.
"We have strong foundations, a clear growth strategy and a highly scalable
platform, and we are targeting growth in 2026 and beyond."
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 (GMT) for analysts and
investors. To access you will be required to pre‐register using the
following link https://secure.emincote.com/client/foxtons/foxtons010
(https://url.uk.m.mimecastprotect.com/s/Q5y8CEZ63tAQNKAHNfLH7nfrB?domain=secure.emincote.com)
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/foxtons010/vip_connect
(https://secure.emincote.com/client/foxtons/foxtons010/vip_connect)
(1 ) 2024 adjusted measures have been restated under the Group's
revised adjusted items policy. The policy now excludes non-cash IFRS 2 charges
from the CEO's LTIP buyout award, as these relate to forfeited incentives from
his former employer and do not represent underlying performance. Refer to Note
16 of the financial statements for definitions of the adjusted measures.
(2 ) 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.
(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) At 31 January 2026.
(8 ) Market share of estate agent lettings instructions by brand for
the period January - December 2025 vs. 2024. Source: TwentyCi.
(9) For new Lettings deals.
(10 ) Market share of sales exchanges in addressable markets in Reading and
Watford for the period January to December 2025 vs. 2024. Source: TwentyCi.
( )
About
Founded in 1981, Foxtons is London's leading estate agency and largest
lettings agency brand, with a portfolio of over 32,000 tenancies. The Group
operates from a network of branches in London and complementary, high growth
markets, offering a range of residential property services across three
business segments: Lettings, Sales and Financial Services.
The Group's strategy to accelerate growth is focused on non-cyclical and
recurring revenues from Lettings, supplemented by growth in Sales and
Financial Services. This growth is underpinned by its key competitive
advantage, the Foxtons Operating Platform, which comprises unrivalled and
market leading technology and data capabilities, its brand, unique hub and
spoke model and its performance-led and inclusive culture.
The business has four strategic priorities:
· Lettings organic growth: driving portfolio growth by
strengthening customer acquisition and retention, alongside enhancing margins
through cross-selling high-value services.
· Lettings acquisitions: acquire, integrate and service
high-quality lettings portfolios.
· Sales growth: increasing market share by growing the share of
property instructions and improving conversion rates, whilst driving
profitability through enhanced productivity.
· Financial Services growth: improving scale and cross-sell to
drive revenue growth.
To find out more, please visit www.foxtonsgroup.co.uk
PERFORMANCE AT A GLANCE
Year ended 31 December 2025 2024 Change
Income statement
Revenue £172.5m £163.9m +5%
Adjusted EBITDA(1,2) £25.3m £24.1m +5%
Adjusted operating profit(1,2) £22.2m £22.1m -
Adjusted operating profit margin(1,2) 12.9% 13.5% (60bps)
Profit before tax £16.9m £17.5m (3%)
Earnings per share
Basic earnings per share 4.3p 4.6p (7%)
Adjusted basic earnings per share(1,2) 5.0p 5.2p (4%)
Dividends
Interim dividend per share 0.24p 0.22p +9%
Final dividend per share 0.93p 0.95p (2%)
Total dividend per share 1.17p 1.17p -
Cash flow and net debt
Net cash from operating activities £27.7m £24.7m +12%
Net free cash flow(1) £11.2m £9.8m +14%
Net debt(1) (£16.9m) (£12.7m) +33%
Segmental metrics
Lettings revenue £111.0m £106.0m +5%
Lettings volumes(3) 20,089 19,384 +4%
Average revenue per Lettings transaction(3) £5,524 £5,470 +1%
Sales revenue £51.3m £48.6m +6%
Sales volumes(3,4) 4,423 3,725 +19%
Average revenue per Sales transaction(3,5) £11,589 £13,038 (11%)
Average revenue per Sales transaction in core addressable markets(3,6) £12,483 £13,113 (5%)
Financial Services revenue £10.3m £9.3m +10%
Financial Services volumes(3) 5,776 5,115 +13%
Average revenue per Financial Services transaction(3) £1,785 £1,824 (2%)
(1 ) These measures are APMs used by the Group and are defined, purpose
explained and reconciled to statutory measures within Notes 2 and 16 of the
financial statements.
(2 ) 2024 adjusted measures have been restated under the Group's revised
adjusted items policy. The policy now excludes non-cash IFRS 2 charges from
the CEO's LTIP buyout award, as these relate to forfeited incentives from his
former employer and do not represent underlying performance. Refer to Note 16
of the financial statements for definitions of the adjusted measures.
(3 ) These segmental metrics are defined within Note 16.
(4) Sales exchange volumes in core addressable markets, excluding the impact
of commuter market acquisitions in Reading and Watford, were 3% higher in 2025
vs. 2024.
(5) Reduction in average revenue per Sales transaction reflects the
Group's expansion into commuter markets which typically display lower average
revenues per transaction but benefit from higher volumes.
(6) Reduction in average revenue per Sales transaction in core addressable
markets, which excludes the impact of commuter market acquisitions in Reading
and Watford, reflects the higher proportion of lower priced properties
transacted in Q1 ahead of the stamp duty deadline.
Chairman's Statement
Foxtons delivered a resilient performance in 2025, underpinned by
acquisition-led revenue growth and the strength of our non-cyclical earnings
base. This was achieved against a particularly challenging backdrop for the
London property market, characterised by macroeconomic uncertainty, subdued
consumer sentiment and prolonged speculation ahead of the Autumn Budget, all
of which weighed on activity. The business also faced a marked increase in
external cost pressures, including increased National Living Wage and
employers' National Insurance contributions, which added further strain to the
operating environment. In this context, the Group's ability to sustain a
strong performance reflects the meaningful progress we have made in building a
more robust business.
This performance reflects our deliberate strategy since 2022 to reshape the
Group towards a more stable and predictable revenue profile, with over
two-thirds of revenues non-cyclical and recurring in nature, primarily in
Lettings. Delivered through a combination of organic growth and
earnings-enhancing acquisitions, this strategic shift has strengthened our
earnings base and materially reduced the Group's exposure to sales market
volatility.
Our scalable platform has capacity for substantially greater activity, and we
will continue to focus on Lettings growth, both organically and through
targeted, earnings‑accretive acquisitions in London and complementary
markets. The estate agency sector remains highly fragmented and significant
consolidation is needed, and the Board expects Foxtons to be an important
participant therein.
Market conditions
The London lettings market remained resilient in 2025, supported by good
levels of supply and consistently high tenant demand. Rental prices were
broadly flat over the year, following sharp increases in prior years,
reflecting lower supply and demand tension in the market.
Sales market activity was more mixed. First quarter exchange volumes were
elevated due to a surge in transactions ahead of the stamp duty deadline.
Buyer activity slowed in the second half of the year, driven mainly by
macroeconomic uncertainty and the delayed Autumn Budget, leading to
speculation around various property-related tax measures. The measures
announced were much more limited than first signalled. While the tax on homes
over £2 million in value, due from April 2028, may create some friction at
higher price points, our focus remains on volume markets, particularly
properties below £1 million.
Financial performance
Revenue increased 5% to £172.5 million, with growth primarily driven by the
revenue contribution from acquisitions. Adjusted operating profit was flat at
£22.2 million as external cost and inflationary pressures impacted
profitability despite revenue growth.
In January 2026 we completed the relocation of our headquarters, following a
proactive lease surrender ahead of the September 2027 lease end date. The
relocation generates meaningful cost savings and was made possible through
enhanced utilisation of our branch network and creating a lower-cost property
management hub outside of London. The £1.5 million of annual operating cost
savings will mostly mitigate the impact of further National Insurance cost
increases and other inflationary pressures in 2026.
Net debt at the period-end stood at £16.9 million (31 December 2024: £12.7
million), reflecting £11.2 million of net free cash flow generation, £5.3
million of earnings-accretive acquisition spend, and £9.1 million of
shareholder returns (share buybacks and dividends).
To support the Group's continued organic and acquisitive growth strategies,
the Board increased and extended the revolving credit facility. The facility
was expanded from £30 million to £40 million, with all other terms of the
facility remaining the same.
Dividend and capital allocation
For 2025, the Board is proposing a final dividend of 0.93p per share, bringing
total dividends declared for 2025 to 1.17p (2024: 1.17p). £5.5 million on
value-accretive share buybacks were completed in the year which reflects the
fact the Board believes the Company's shares continue to be undervalued
relative to the Group's strong fundamentals and growth potential.
Our capital allocation policy aims to support long-term growth and deliver
sustainable shareholder returns. The framework prioritises investment in
organic growth, accretive acquisitions and a progressive dividend, with any
excess capital returned to shareholders through share buybacks. The Board
continually evaluates the most effective uses of capital, including the
relative attractiveness of acquisitions compared with share buybacks,
considering factors such as expected return on investment, earnings per share
accretion, borrowing capacity and the Group's leverage position. At this
year's AGM, the Board will continue to recommend the resolution authorising
the Company to undertake market purchases of its ordinary shares.
People and culture
As a people‑business, our culture and the employee experience remain central
to our long‑term success. Retaining and developing a high‑quality
workforce continues to be a key priority, reflecting the value this brings to
employees, customers and shareholders. The Board is committed to fostering a
high‑performance culture that builds on progress to date, enhances
collaboration, strengthens accountability, and supports our people in
delivering exceptional customer service.
In 2025, the Board appointed external experts to undertake comprehensive
culture and HR function reviews. The resulting recommendations guided the
programmes implemented during 2025 and provide the foundation for further
enhancements planned for 2026. The Board continues to monitor culture closely
through regular employee engagement, ESG Committee oversight and formal
reporting, ensuring alignment with our purpose, values and strategic
ambitions.
Board changes
Rosie Shapland, Senior Independent Director and Chair of the Audit Committee,
will retire as a Board Director following release of the Group's interim 2026
results, scheduled for 30 July 2026. Jack Callaway will replace Rosie as
Senior Independent Director following this year's AGM.
The Board has appointed a search consultant to commence the recruitment
process for a new Audit Committee Chair and will make a further announcement
as soon as practicable. An orderly handover is planned as part of the normal
Non-Executive Director onboarding process. The Board would like to thank Rosie
for her commitment and significant contribution to the Company over the last
six years.
Outlook
Lettings is expected to remain resilient in 2026 with solid supply and demand
fundamentals underpinning rental prices. Complementing this resilience, the
Renters' Rights Act, effective from 1 May 2026, is expected to create growth
opportunities over the medium-term. As the lettings sector increasingly
professionalises, Foxtons is well placed to capture organic growth
opportunities, in particular the cross-selling of property management
services, alongside benefitting from any acceleration in sector consolidation.
The sales market remains highly sensitive to the broader geopolitical and
macroeconomic backdrop, and a period of economic stability is required to
rebuild consumer confidence and support the release of pent‑up demand within
the market. Returning the Sales business to profitability remains a
fundamental priority for the Group and therefore the business is being
repositioned to reflect the lower‑volume environment currently being
experienced.
Through 2026, our focus is the execution of our growth strategy, both
organically and from maximising returns from recent acquisitions. Delivering
this effectively will require a stable operating environment with fewer
government policy disruptions. A clear and consistent policy framework is
essential for consumer confidence and the effective functioning of the
property market.
Nigel Rich CBE
Chairman
4 March 2026
CHIEF EXECUTIVE'S REVIEW
The Group delivered a robust performance in 2025, underscoring our leadership
position in London's estate agency sector and as the UK's largest lettings
brand. Despite a challenging sales market backdrop, we delivered 5% revenue
growth, with adjusted operating profit flat as higher revenues offset external
cost pressures. This performance reflects the strength of our core business,
our large portfolio of non-cyclical and recurring revenues and the
capabilities of our industry‑leading Operating Platform.
To support continued growth, we have built on our core strengths. Upgrades to
our Operating Platform have enhanced the way we serve customers, driving
greater efficiency, consistency and service standards across the business.
These improvements strengthened customer retention and increased cross‑sell
in 2025, particularly within Lettings, where recurring revenues are
underpinned by the strength of our landlord relationships and the quality of
our delivery.
These operational improvements build on the work we began in 2022 to rebuild
capabilities and strengthen the Group's financial profile by reducing reliance
on the cyclical sales market. Over this period, we have delivered strong
performance with revenue increasing at an 8% compound annual growth rate and
adjusted operating profit growing at 23%. And, supported by our clear strategy
and industry-leading Operating Platform, we are focused on working towards our
medium-term financial targets.
Financial results
Revenue for the year was up 5% to £172.5 million, adjusted EBITDA up 5% to
£25.3 million, adjusted operating profit flat at £22.2 million and profit
before tax down 3% to £16.9 million.
Lettings revenue increased by 5% or £4.9 million to £111.0 million, with
£0.6 million or 1% of like-for-like growth, and £5.2 million of incremental
revenue from acquisitions. Offsetting this growth was £0.9 million of lower
interest on client monies. The lettings portfolio remained highly stable
through the year, with revenue growth supported by improved cross-sell of
high-margin property management services and, as these recurring revenues
annualise, this uplift will continue to benefit Group revenue in 2026 and
beyond.
Sales revenue increased by 6% to £51.3 million on a total basis and decreased
by 2% on a like-for-like basis. The Reading and Watford acquisitions
contributed £3.4 million of revenue, a 9% increase in the first full year of
Foxtons' ownership, as the Operating Platform supported growth despite the
challenging market.
Financial Services revenue grew by 10% to £10.3 million, as improved
operational performance and a stronger refinance pipeline drove growth.
Adjusted operating profit was flat at £22.2 million, with higher revenues
largely offset by external cost pressures, many government-driven, including
increases in National Insurance and the National Living Wage, alongside
broader inflationary pressures. The operating environment remains challenging,
including the impact of higher employment costs and continued inflationary
pressures, and we remain focused on disciplined cost control. We continue to
review our cost base in detail and deliver efficiencies where possible,
including the £1.5 million annual saving realised from January 2026 following
the relocation of our headquarters.
Capital markets event and medium-term financial targets
In June 2025 we held a capital markets event to outline the next stage of our
growth. At the event we presented our enhanced strategy and strategic
priorities, alongside setting new medium‐term financial targets: £240
million in revenue, £50 million in adjusted operating profit, a 20% adjusted
operating profit margin, and 60% to 70% net free cash flow conversion. These
targets reflect the Group's focus on disciplined investment, operational
efficiency, and long‐term value creation.
Rental market reform
The Renters' Rights Act received Royal Assent and the main elements will come
into force on 1 May 2026. These regulatory changes will create a period of
adjustment for landlords, and our priority is to ensure that both landlords
and tenants fully understand the new requirements and are well prepared for
any impact on the market.
We are already seeing how the reforms create significant growth opportunities
for Foxtons, and we are positioning the business to capture them. The
legislation increases the importance of working with a professional,
high‑quality agent who can ensure compliance and protect landlords from the
risk of fines or rental repayment orders. With more than half of landlords
self-managing their properties, there is a clear potential for increased agent
usage and, consequently, a larger total addressable market for Foxtons.
In addition, the structural changes introduced by the legislation will further
benefit the Group. We are already seeing increased uptake of high‑margin
property management and ancillary services, a trend we expect to continue.
Annual rent reviews, permitted from 1 May 2026, will strengthen the link
between our revenues and inflation, while the removal of tenancy end dates is
expected to extend average tenant occupancy lengths.
The reforms will also place significant pressure on smaller independent
agents, given the rising investment required in people, processes and
compliance. This is expected to accelerate sector consolidation and presents
market share opportunities for Foxtons by leveraging our brand strength and
operational capabilities.
Operational progress
We continued to make strong progress across the business, building on the
capabilities of our Operating Platform to set Foxtons apart from our
competitors and underpin our growth. We are fostering a culture of continuous
improvement, ensuring every team is focused on raising standards and operating
more effectively.
Acquisitions
Our Lettings focused acquisition strategy continues to generate attractive
returns. Earlier acquisitions in London are delivering strong returns on
capital, and in 2025 our first acquisitions outside London, in Reading and
Watford, delivered returns ahead of their target levels and supported both
revenue and margin growth. To support growth in Watford, we completed a
further bolt‑on acquisition that is already delivering returns in line with
our 20% return on capital target. In just over a year, we have entered the
market and established Foxtons as the clear leader, with more than three times
the market share of our nearest competitor.
As outlined at the capital markets event, our acquisition‑led growth
strategy targets high‑growth, complementary markets with strong lettings
demand, high levels of Foxtons brand awareness, strong customer connectivity
with London and consolidation opportunities. In January 2026, we expanded our
regional footprint by acquiring the leading independent agents in Birmingham
and Milton Keynes. Each business will operate as a local platform, and with
the support of the Foxtons Operating Platform we expect to drive profit growth
through organic revenue expansion, synergy delivery and high‑return
bolt‑on acquisitions.
Sales business
Sales is an integral part of the Group's full‑service estate agency offering
and highly complementary to Lettings. Foxtons' proposition is built on
supporting customers throughout their entire property lifecycle, and Sales
provides an important channel in helping landlords expand or reposition their
portfolios. By delivering this full-service approach across Sales and
Lettings, we significantly strengthen landlord loyalty, enhance the
repeatability of revenues and increase customer lifetime value.
Returning the Sales business to profitability remains a fundamental priority
for the Group. To support this objective, James Stevenson was appointed
Managing Director in November 2025. Whilst performance will continue to be
influenced by the cyclicality of the sales market, the business is being
repositioned to reflect the lower‑volume environment experienced in recent
years, including evolving the operating model and adjusting the cost base,
whilst maintaining the ability to capture opportunities when market volumes
improve.
Customer service
Understanding and meeting the needs of our customers is the core of our
business and during the year we continued to enhance customer experience. We
are leveraging our real‑time feedback platform to provide visibility across
the full customer lifecycle, enabling us to measure service throughout the
journey and resolve issues quickly. Combined with AI‑powered sentiment
analysis, this allows us to identify the drivers of exceptional service, embed
insights into training and deliver consistently high standards. We now achieve
customer satisfaction scores above 80% in both Lettings and Sales,
representing a double‑digit uplift since these programmes were launched.
Improved service also supported stronger cross‑selling of high-value
products across the Group. In 2025 versus 2024, uptake of Lettings property
management services increased by 7% on new deals, and referrals into Financial
Services grew, supporting revenue growth in the year. Beyond the direct
revenue benefit, increased cross‑selling enhances customer lifetime value
and further shifts revenues toward higher‑margin, recurring income streams.
Technology and data
Our in‑house technology stack creates the flexibility to develop and deploy
AI solutions at pace, without the constraints of an off‑the‑shelf system.
We remain focused on value-add AI and data products that deliver meaningful
upgrades to our capabilities and either directly drive revenue or reduce
costs. In 2025, we expanded our AI‑driven sentiment analysis, advanced our
lead‑scoring models to boost staff productivity, and introduced AI‑powered
training tools that help new agents reach full performance faster and become
profit‑accretive sooner.
We also strengthened our digital capabilities, rebuilding and relaunching
foxtons.co.uk to improve speed, resilience and lead conversion, while
enhancing the My Foxtons portal based on user feedback. Early indicators show
higher engagement and improved satisfaction, with further enhancements
planned.
Brand
New brand and marketing initiatives were focussed on strengthening customer
acquisition and retention in a competitive market. Foxtons has always enjoyed
a distinctive level of brand awareness, doing things differently from other
estate agents, and in 2025 we built on this by launching an exclusive
partnership with IAG Loyalty, making Foxtons the only UK estate agent through
which customers can earn Avios. This differentiated proposition is designed to
attract new customers, reward loyalty, and increase uptake of higher‑margin
services.
People and culture
Our people remain fundamental to our business. Recognising estate agency as a
people‑led industry, we introduced the "Getting It Done. Together" framework
to align recruitment, development, engagement and employee wellbeing. During
the year, we continued to strengthen our culture, including working with
external experts to assess the opportunities for improvements, enhancing our
employee value proposition, repeating respectful workplace and inclusion
training, and launching a new Code of Conduct. Together, these actions will
support engagement, retention and strengthen leadership pipelines and underpin
delivery of our strategic priorities.
Encouragingly, 81% of employees believe Foxtons is well positioned to succeed
over the next three years and 85% believe that Foxtons values diversity and
builds teams that are diverse. There is always more we can do here, and we
remain committed to building on our progress to foster a respectful and
collaborative culture that enables exceptional service for our customers.
2026 trading and outlook
Lettings is expected to remain resilient, continuing to provide consistent,
non‑cyclical and recurring income. The Renters' Rights Act may create a
period of adjustment as landlords and tenants respond to the new system, but
over time it will increase the importance of working with a high‑quality,
professional letting agent, creating opportunities for Foxtons.
In Sales, buyer activity levels continue to be held back. Our focus through
2026 is to reposition the Sales business for the lower volume markets we
continue to experience and support its path to profitability. For pent‑up
demand to be released, the market will require a more stable economic and
policy backdrop than in 2025, supported by further interest rate reductions.
It remains my firm belief that we have a great business with strong
foundations, a clear strategy and a platform that is built for scale. Since
2022 we have strengthened our core operations, improved consistency across the
Group and created real momentum. We have ambitious medium‑term targets, and
our focus is on working towards them through operational execution and fully
leveraging the capabilities of the Foxtons Operating Platform.
Guy Gittins
Chief Executive Officer
4 March 2026
Financial review
2025 Restated(2) Change
£m 2024
£m
Revenue and profit measures
Revenue 172.5 163.9 +5%
Contribution(1) 110.4 104.9 +5%
Contribution margin(1) 64.0% 64.0% -
Adjusted EBITDA(1,2) 25.3 24.1 +5%
Adjusted EBITDA margin(1) 14.7% 14.7% -
Adjusted operating profit(1,2) 22.2 22.1 -
Adjusted operating profit margin(1,2) 12.9% 13.5% (60bps)
Profit before tax 16.9 17.5 (3%)
Profit after tax 12.8 14.0 (8%)
Earnings per share
Adjusted earnings per share (basic)(1,2) 5.0p 5.2p (4%)
Earnings per share (basic) 4.3p 4.6p (7%)
Net free cash flow and net debt
Net free cash flow(1) 11.2 9.8 +14%
Net debt(1) (16.9) (12.7) +33%
Dividends
Interim dividend per share 0.24p 0.22p +9%
Final dividend per share 0.93p 0.95p (2%)
(1 ) APMs are defined, purpose explained and reconciled to statutory
measures within Notes 2 and 16 of the financial statements.
(2 ) 2024 adjusted measures have been restated under the Group's revised
adjusted items policy. The policy now excludes non-cash IFRS 2 charges from
the CEO's LTIP buyout award, as these relate to forfeited incentives from his
former employer and do not represent underlying performance. 2024 adjusted
items and adjusted measures have been restated throughout the financial review
to ensure comparability. Refer to Note 16 of the financial statements for
definitions of the adjusted measures.
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 5% to £172.5 million (2024: £163.9
million), with Lettings revenue up 5%, Sales revenue up 6% and Financial
Services revenue up 10%.
· Adjusted EBITDA increased by 5% to £25.3 million (2024: £24.1
million) and adjusted operating profit was flat at £22.2 million (2024:
£22.1 million).
· Profit before tax decreased to £16.9 million (2024: £17.5
million) and profit after tax decreased to £12.8 million (2024: £14.0
million).
· Basic adjusted earnings per share was 5.0p (2024: 5.2p) and basic
earnings per share was 4.3p (2024: 4.6p).
· Net free cash flow was £11.2 million (2024: £9.8 million) and
net debt at 31 December 2025 was £16.9 million (2024: £12.7 million)
reflecting the uses of cash explained on page 15 .
· An interim dividend of 0.24p per share was paid in September
2025. The Board has proposed a final dividend of 0.93p per share, resulting in
a total dividend for the year of 1.17p per share (2024: 1.17p per share).
During the year, the Company exercised the accordion option on the revolving
credit facility (RCF), increasing it from £30 million to £40 million, and
extended it by one year from June 2027 to June 2028. The RCF supports the
Group's inorganic and organic growth strategy.
Revenue
Revenue Volumes(1) Revenue per transaction(1)
2025 2024 Change 2025 2024 Change 2025 2024 Change
£m £m £ £
Lettings 111.0 106.0 +5% 20,089 19,384 +4% 5,524 5,470 +1%
Sales 51.3 48.6 +6% 4,423 3,725 +19% 11,589 13,038 (11%)
Financial Services 10.3 9.3 +10% 5,776 5,115 +13% 1,785 1,824 (2%)
Total 172.5 163.9 +5%
(1 ')Volumes' and 'Revenue per transaction' are defined in Note 16 of the
financial statements.
The Group consists of three operating segments: Lettings, Sales and Financial
Services. Lettings represents 64% (2024: 65%), Sales 30% (2024: 30%) and
Financial Services 6% (2024: 5%) of total revenue. Non-cyclical and recurring
revenue streams, generated by Lettings and refinance activity within Financial
Services, represents 67% (2024: 67%) of Group revenue.
Lettings revenue
Lettings revenue increased by 5% to £111.0 million (2024: £106.0 million),
including £5.2 million of incremental acquisition revenues (10 additional
months of trading from Haslams and Imagine, acquired in October 2024, and 10
months of trading of Marshall Vizard, acquired in February 2025). Transaction
volumes increased by 4% and average revenue per transaction increased by 1%,
reflecting improved property management cross-sell, which offset lower
interest earned on client monies and the move into higher volume commuter
markets, which command lower average fees. After significant rental price
increases in prior years, prices for new deals were broadly flat as prices
calibrate to tenant earnings.
Lettings revenue includes £5.7 million (2024: £6.6 million) 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. The
reduction in interest earned on client monies was driven by lower interest
rates.
Sales revenue
Sales revenue increased by 6% to £51.3 million (2024: £48.6 million), as
revenues from acquisitions offset a 2% reduction in like-for-like revenues
during a challenging market in H2. Foxtons' core Sales volumes were broadly in
line with the market which saw a 2% increase in volumes (source: TwentyCi)
with Foxtons' market share of exchanges broadly flat at 4.8% (2024: 4.9%).
Average revenue per transaction was 11% lower than 2024 reflecting expansion
into higher volume commuter markets which command lower average fees. Foxtons
core addressable markets, which excludes commuter markets outside London, saw
a 5% reduction in average revenue per transaction including a 3% decrease in
the average price of properties sold (2025: £574,000; 2024: £592,000)
primarily due to a lower value property mix as a result of the March 2025
stamp duty deadline.
Financial Services revenue
Financial Services revenue increased by 10% to £10.3 million (2024: £9.3
million), reflecting a 13% increase in volumes and a 2% decrease in average
revenue per transaction. Lower average revenue per transaction was driven by a
market-driven change in product mix towards refinance activity, which commands
a lower average fee than new purchase transactions. In 2025, £4.3 million
(42% of revenue) was generated from non-cyclical refinance activity and £6.0
million (58% of revenue) from purchase activity which is more cyclical in
nature.
Contribution and contribution margin
2025 2024
£m Margin £m Margin
Lettings 82.9 74.7% 78.1 73.7%
Sales 23.3 45.4% 22.7 46.8%
Financial Services 4.2 40.7% 4.0 43.0%
Total 110.4 64.0% 104.9 64.0%
Contribution, defined as revenue less direct salary costs of front office
staff and bad debt charges, increased to £110.4 million (2024: £104.9
million). Contribution margin for the year was flat at 64.0% (2024: 64.0%),
despite £1.1 million of inflationary pressures on the direct cost base
relating to increases in employers' National Insurance and the National Living
Wage (with a further £0.7 million impact classified in overhead costs),
reflecting the following segmental margin changes:
· Lettings contribution margin increased to 74.7% (2024: 73.7%)
reflecting improved property management cross-sell and ancillary Lettings
penetration.
· Sales contribution margin decreased to 45.4% (2024: 46.8%) due to
the strategic decision to maintain bench-strength during lower volume market
conditions.
· Financial Services margin decreased to 40.7% (2024: 43.0%) due to
a shift in product mix towards lower value refinance activity and investment
in fee earner headcount.
Total average fee earner headcount across Lettings, Sales and Financial
Services was up 5% to 900 (2024: 859), primarily reflecting acquired headcount
from acquisitions.
Adjusted operating profit and adjusted operating profit margin
2025 Restated
2024
£m Margin £m Margin
Lettings 29.8 26.9% 27.4 25.9%
Sales (5.7) (11.2%) (3.8) (7.9%)
Financial Services 1.1 10.9% 1.1 12.2%
Corporate costs (3.0) n/a (2.6) n/a
Total 22.2 12.9% 22.1 13.5%
Adjusted operating profit for the year was £22.2 million (2024: £22.1
million) and adjusted operating margin was 12.9% (2024: 13.5%). Refer to Note
2 of the 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 businesses. Corporate costs are not allocated to
the operating segments and are presented separately.
Lettings adjusted operating profit increased by £2.4 million to £29.8
million. Sales adjusted operating loss increased by £1.9 million to £5.7
million, and Financial Services operating profit remained flat at £1.1
million.
Within adjusted operating profit the following depreciation, amortisation and
share-based payment IFRS 2 charges were incurred:
2025 Restated
£m 2024
£m
Depreciation - property, plant and equipment 2.6 2.5
Amortisation - non-acquired intangibles 0.7 0.2
Share-based payment charges 1.8 1.2
Total 5.1 3.9
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 intangible assets. The reconciliation
of the adjusted operating cost base is presented below:
2025 Restated
£m 2024
£m
Revenue 172.5 163.9
Less: Adjusted operating profit (22.2) (22.1)
Difference between revenue and adjusted operating profit 150.3 141.8
Less: Property, plant and equipment depreciation (2.6) (2.5)
Less: Amortisation - non-acquired intangibles (0.7) (0.2)
Adjusted operating cost base 147.0 139.1
The table below analyses the adjusted operating cost base into five
categories. The adjusted operating cost base increased by £7.9 million to
£147.0 million (2024: £139.1 million), including the impact of incremental
acquisition operating costs.
2025 Restated Change
£m 2024 £m
£m
Direct costs 62.1 59.1 +3.1
Branch operating costs 34.1 33.0 +1.1
Centralised revenue generating operating costs 17.7 16.9 +0.8
Revenue generating operating costs 113.9 108.9 +5.0
Central overheads 30.0 27.6 +2.4
Corporate costs 3.0 2.6 +0.4
Adjusted operating cost base 147.0 139.1 +7.9
Key movements in the adjusted operating cost base in 2025 versus 2024 are as
follows:
· Direct costs (salary costs of branch fee earners and bad debt
charges) increased by £3.1 million primarily due to an increase in fee earner
headcount from acquisitions and £1.1 million of inflationary pressures from
increases in employers' National Insurance and the National Living Wage.
· Branch operating costs (shared between Lettings and Sales)
increased by £1.1 million primarily due to targeted marketing investments and
non-recurring property related costs.
· Centralised revenue generating operating costs (centralised fee
earners, lead generation and property management) increased by £0.8 million
primarily due to investment in centralised fee earner headcount.
· Central overhead costs increased by £2.4 million reflecting
acquisition related overheads, general inflationary pressures and £0.6
million of incremental share-based payment charges.
· Corporate costs (not directly attributed to the operating
segments) increased by £0.4m reflecting non-recurring consultancy costs.
ADJUSTED EBITDA and adjusted EBITDA MARGIN
2025 Restated
2024
£m Margin £m Margin
Adjusted EBITDA 25.3 14.7% 24.1 14.7%
Adjusted EBITDA increased by 5% to £25.3 million (2024: £24.1 million) and
Adjusted EBITDA margin remained stable at 14.7% (2024: 14.7%). Adjusted
EBITDA, which is before non-cash depreciation of property, plant and equipment
(but after IFRS 16 depreciation), amortisation, share-based payment charges
and adjusted items, is defined on a basis consistent with that of the Group's
RCF covenants. Since the metric includes IFRS 16 right-of-use asset
depreciation and IFRS 16 lease finance cost the measure fully reflects the
Group's lease cost base. Refer to Note 16 of the financial statements for a
reconciliation of adjusted EBITDA to the closest equivalent IFRS measure.
Adjusted items
A net adjusted items charge of £0.3 million (2024: £0.2 million) was
incurred in the year. 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 year, refer to Note 3 of the financial statements for
further details.
Restated
2025 2024
£m £m
Net property related reversals(1) (1.3) (0.6)
Transaction related costs2 0.3 0.3
LTIP buyout award costs 1.0 0.6
Reorganisation costs(3) 0.2 -
Adjusted items net charge 0.3 0.2
(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.
The treatment of such items is consistent from year-to-year.
(2) Transaction related costs relate mainly to costs directly incurred as
a result of the Group's acquisition strategy.
(3) Senior management reorganisation costs.
Net cash outflow from adjusted items during the year totalled £1.9 million
(2024: £1.2 million).
Profit before taX AND ADJUSTED PROFIT BEFORE TAX
2025 Restated
£m 2024
£m
Adjusted operating profit 22.2 22.1
Less: adjusted items (0.3) (0.2)
Less: amortisation of acquired intangibles (2.6) (2.1)
Operating profit 19.4 19.8
Less: net finance costs and other gains (2.4) (2.3)
Profit before tax 16.9 17.5
Add: adjusted items 0.3 0.2
Add: amortisation of acquired intangibles 2.6 2.1
Adjusted profit before tax 19.8 19.8
Profit before tax decreased by 3% to £16.9 million (2024: £17.5 million)
with £0.1 million incremental underlying profit growth offset by increased
non-cash charges relating to amortisation of acquired intangibles of £2.6
million (2024: £2.1 million). Net finance costs and other gains of £2.4
million (2024: £2.3 million), of which £2.1 million relates to IFRS 16 lease
finance costs (2024: £2.1 million), were incurred in the year. Adjusted
profit before tax, which excludes adjusted items and amortisation of acquired
intangibles, is £19.8 million (2024: £19.8 million).
profit after tax
2025 2024
£m £m
Profit before tax 16.9 17.5
Less: current tax charge (5.6) (3.5)
Add: deferred tax credit 1.5 -
Profit after tax 12.8 14.0
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 £12.8 million (2024: £14.0 million) is after charging
current tax of £5.6 million (2024: £3.5 million). £1.5 million of deferred
tax credits have been recognised in the period (2024: £nil).
The effective tax rate for the year was 24.0% (2024: 19.9%), which compares to
the statutory corporation tax rate of 25.0% (2024: 25.0%). The 2025 effective
tax rate is lower than the statutory corporation tax rate primarily due to an
adjustment in respect of previous periods.
Net deferred tax liabilities totalled £25.9 million (2024: £26.8 million),
which comprise £29.0 million (2024: £29.5 million) of deferred tax
liabilities relating to the Group's intangible assets, offset by deferred tax
assets of £3.0 million (2024: £2.7 million). The deferred tax assets relate
to fixed asset timing differences, share based payments and tax losses brought
forward which are expected to be recovered through future taxable profits.
Earnings per share
2025 Restated
£m 2024
£m
Profit after tax 12.8 14.0
Add: adjusted items (net of tax)(1) 0.4 0.1
Add: amortisation of acquired intangibles (net of tax)(1) 2.0 1.6
Adjusted earnings for the purposes of adjusted earnings per share 15.2 15.7
Earnings per share (basic) 4.3p 4.6p
Earnings per share (diluted) 4.2p 4.5p
Adjusted earnings per share (basic) 5.0p 5.2p
Adjusted earnings per share (diluted) 4.9p 5.1p
(1) Adjusted items charge of £0.3 million (2024: £0.2 million charge)
per Note 3 of the financial statements, and associated tax charge of £0.1
million (2024: £0.1 million credit) and amortisation of acquired intangibles
of £2.6 million (2024: £2.1 million) per Note 7, plus associated tax credit
of £0.7 million (2024: £0.5 million).
Cash flow from operating activities and net free cash flow
2025 2024
£m £m
Operating cash flow before movements in working capital 36.4 35.3
Working capital outflow (4.4) (4.9)
Income taxes paid (4.3) (5.6)
Net cash from operating activities 27.7 24.7
Repayment of IFRS 16 lease liabilities (13.0) (13.2)
Net cash used in investing activities(1) (3.5) (1.8)
Net free cash flow 11.2 9.8
(1) Excludes £5.3 million (2024: £12.7 million) of cash outflows relating to
the acquisition of subsidiaries (net of any cash acquired).
Operating cash flow before movements in working capital increased by £1.1
million to £36.4 million (2024: £35.3 million). Net cash from operating
activities increased by £3.0 million to £27.7 million (2024: £24.7 million)
primarily due to increased operating cashflows and a £1.3 million reduction
in taxes paid as a result of a brought forward tax receivable balance. Net
free cash flow was £11.2 million (2024: £9.8 million).
Net debt
Net debt at 31 December 2025 was £16.9 million (2024: £12.7 million). Net
debt reflects operating cash inflows of £27.7 million, £5.3 million of
acquisition related spend, £4.4 million of working capital outflows, £3.9
million of capital expenditure, and £9.1 million of shareholder returns
(£3.6 million of dividends paid and £5.5 million of share buybacks).
Revolving credit facility
During the year, the Company exercised the accordion option on the RCF,
increasing it from £30 million to £40 million, and extended it by one year
from June 2027 to June 2028. The RCF attracts a margin of 1.65% above SONIA
and is unsecured. The RCF supports the Group's Lettings portfolio acquisition
strategy and working capital management.
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 31 December 2025 the
leverage ratio was 0.7x and the interest cover ratio was 24x.
Acquisitions
Marshall Vizard
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. Total purchase
consideration was £2.6 million, with £1.7 million paid in the year, net of
cash acquired, which is included in cash flows used in investing activities in
the consolidated statement of cash flows. At 31 December 2025, the remaining
consideration payable of £0.5m is included within trade and other payables.
Acquired net assets were fair valued and include £1.0 million of customer
contracts and relationships and £1.4 million of acquired goodwill. The
acquisition contributed £0.7 million of revenue and £0.4 million of adjusted
operating profit in 2025.
Prior period acquisitions
Deferred consideration of £3.7 million was paid during the period relating to
the 28 October 2024 acquisitions of Haslams and Imagine, and the 6 November
2023 acquisition of Ludlow Thompson.
Refer to Note 9 of the financial statements for further details.
Other balance sheet positions
Significant balance sheet movements in the period:
· Goodwill of £54.5 million (2024: £52.3 million) and other
intangible assets of £116.7 million (2024: £118.0 million), with the
increase in goodwill driven by the acquisition of Marshall Vizard and
revaluation of deferred consideration payable for prior year acquisitions
within the 12-month window from acquisition date. The decrease in other
intangible assets was due to amortisation, partially offset by £1.0 million
of customer contracts and relationships recognised on the acquisition of
Marshall Vizard.
· Total contract assets of £27.1 million (2024: £24.2 million)
and total contract liabilities of £9.8 million (2024: £10.5 million). The
increase in contract assets was mainly driven by a shortening of billing
periods.
· Lease liabilities of £40.0 million (2024: £42.8 million) and
right-of-use assets of £38.5 million (2024: £38.6 million) with movements in
the balances explained in Note 8 of the financial statements.
· Borrowings of £22.4 million (2024: £18.0 million) to finance
the Group's acquisition strategy.
capital allocation and dividend
The Group's capital allocation framework reflects the Group's ongoing
strategic priorities and capital structure. The framework, which aims to
support long-term growth and deliver sustainable shareholder returns,
prioritises:
· Organic growth, by investing in strategically important areas
such as people, technology, data and brand.
· Accretive acquisition opportunities, by acquiring high-quality
lettings portfolios which contribute non-cyclical and recurring revenue and
deliver strong returns on investment and synergy potential.
· A progressive dividend, which provides a reliable and growing
income stream to investors, whilst maintaining strong dividend cover.
We also continuously assess other shareholder return opportunities, such as
share buybacks, considering factors such as earnings per share accretion,
borrowing capacity and leverage.
The Group seeks to utilise its balance sheet and revolving credit facility to
best effect, and to maintain a leverage ratio (net debt to adjusted EBITDA) of
less than 1.25x at the year end balance sheet date.
An interim dividend of 0.24p per share was paid in September 2025. The Board
has proposed a final dividend of 0.93p per share, resulting in a total
dividend for the year of 1.17p per share (2024: 1.17p per share). The proposed
dividend will be paid on 15 May 2026 to shareholders on the register at 10
April 2026, subject to shareholder approval at the AGM due to be held on 7 May
2026. The shares will be quoted ex-dividend on 9 April 2026.
Share buyback
During the year, 9,818,294 shares with a nominal value of £98k were
repurchased at a cost of £5.5 million (2024: none) through two share buyback
programmes announced on 8 April 2025 and 8 September 2025. Shares purchased
during the period were cancelled.
Related party transactions
Related party transactions, covering remuneration of key management personnel,
are disclosed in Note 14 of the financial statements.
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 consequently
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.
POST BALANCE SHEET EVENTS
The Group's strategy is to acquire earnings‑accretive, lettings‑focused
businesses which expand portfolio of non‑cyclical and recurring revenues.
Acquisitions fall into two categories: 1) bolt‑on acquisitions which are
located within existing Foxtons markets; and 2) platform acquisitions which
expand the Group's operations into new markets.
On 7 January 2026, the Group completed the acquisition of Cauldwell, a leading
independent agent in Milton Keynes, for consideration of £6.5 million on a
cash and debt‐free basis, of which £0.8 million is deferred for 12 months
and contingent on performance targets being met. Cauldwell's unaudited total
revenue and operating profit for the 12 months ended 31 August 2025 was £2.7
million and £0.8 million, respectively.
On 20 January 2026, the Group completed the acquisition of FleetMilne, a
high-quality, independent lettings agent with a leading market share position
in central Birmingham, for consideration of £4.0 million on a cash and
debt‐free basis, of which £0.8 million is deferred for 12 months and
contingent on performance targets being met. FleetMilne's unaudited total
revenue and operating profit for the 12 months ended 31 December 2025 was
£1.5 million and £0.1 million, respectively.
Given the proximity of the transactions to the announcement of the Group's
financial statements, full purchase price allocation exercises have not yet
been completed and the valuation of the assets acquired will be assessed prior
to the next reporting date.
RENTERS' RIGHTS ACT
The Renters' Rights Act received Royal Assent on 27 October 2025 and the main
elements will come into force on 1 May 2026. The legislation represents a
significant change to the lettings sector, most notably through the
elimination of fixed-term tenancies. All fixed-term assured shorthold
tenancies will become periodic, eliminating the concept of a fixed-term
tenancy.
The removal of fixed-term tenancies requires a change in the Group's Lettings
revenue recognition policy for securing a tenancy for the landlord, where
revenue is currently recognised upfront until the end of the non-cancellable
period. Under the new legislation, management will apply IFRS 15's variable
consideration methodology, by recognising tenant find initial revenue with
reference to an estimated expected length of tenant occupation informed by
historical data.
The removal of fixed‑term tenancies is expected to reduce the average
initial landlord billing period at the start of new tenancies. To prepare for
this change, alongside improving competitiveness and landlord retention,
Foxtons has been transitioning its portfolio to shorter billing terms since
2023. The final phase of this programme is scheduled for completion in 2027
and is expected to result in a working capital outflow of c.£10 million over
a two-year period. Whilst the move to periodic tenancies provides tenants with
more flexibility, tenant length of occupation is not expected to change
significantly, although the Renters' Rights Act may create a period of
adjustment as landlords and tenants respond to the new requirements.
The new legislation, including the creation of a new landlord ombudsman and
upcoming Decent Homes Standard, presents an opportunity to upsell managed
tenancies which are currently let only. The changes are expected to reinforce
Foxtons' competitive position, as scale, compliance capability and operational
expertise become increasingly important in the Lettings market.
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 19 and
20 for details of the Group's risk management framework and principal risks
and uncertainties.
Going concern, prospects and viability
The 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 financial statements, the Group has adequate resources to
continue in operation for a period of at least 12 months from the date of
approval of the financial statements. Furthermore, the Directors have a
reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over a five-year viability period.
Refer to Note 1 of the financial statements for details of the Group's going
concern assessment and the going concern statement.
Chris Hough
Chief Financial Officer
4 March 2026
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. There were
four Bank of England base rate changes over the course of 2025, with the rate
finishing the year at 3.75%. The mortgage market is relatively stable going
into 2026 with improving borrowing rates expected. Future reductions in
borrowing rates may support additional market activity;
· The market being impacted by changes in government policy such as
the Renters' Rights Act, which will come into force on 1 May 2026, 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.
Risk Impact on the Group
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,
complying with lettings regulations such as rental property licensing schemes
and protecting client money in line with the relevant regulations.
Our Financial Services business, Alexander Hall, is authorised and regulated
by the Financial Conduct Authority (FCA) and could be subject to sanctions for
non-compliance. A continued area of focus is compliance with the FCA's
Consumer Duty rules. During periods of interest rate volatility there is an
increased risk of compliance issues arising which require specific management.
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 preliminary 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 4 March 2026. 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.
Responsibility statement
The following statement will be contained in the 2025 Annual Report and
Accounts.
Each of the Directors confirms that to the best of their knowledge:
· The consolidated financial statements, prepared in accordance
with the relevant financial reporting framework, give a true and fair view of
the assets, liabilities, financial position and profit of the Group;
· The Parent Company financial statements, prepared in accordance
with the relevant financial reporting framework, give a true and fair view of
the assets, liabilities and financial position of the Company; and
· The Strategic Report and the Directors' Report include a fair
review of the development and performance of the business and the position of
the Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties
that they face.
The Directors consider that the Annual Report and Accounts, taken as a whole,
are fair, balanced and understandable and provide the information necessary
for shareholders to assess the Group's and the Company's position,
performance, business model and strategy.
This responsibility statement was approved by the Board of Directors and was
signed on its behalf by:
Guy Gittins Chris Hough
Chief Executive Officer Chief Financial Officer
4 March 2026 4 March 2026
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Continuing operations Notes 2025 2024
£'000
£'000
Revenue 2 172,533 163,927
Direct operating costs(1) (62,116) (59,064)
Other operating costs (91,055) (85,057)
Operating profit 19,362 19,806
Other gains 325 260
Finance income 341 296
Finance costs (3,115) (2,877)
Profit before tax 16,913 17,485
Tax charge 4 (4,067) (3,483)
Profit and total comprehensive income for the year 12,846 14,002
Earnings per share
Basic earnings per share 6 4.3p 4.6p
Diluted earnings per share 6 4.2p 4.5p
Adjusted measures
Adjusted EBITDA(2,3) 16 25,306 24,062
Adjusted operating profit(2,4) 2, 16 22,225 22,118
Adjusted profit before tax(2,3) 16 19,776 19,797
Adjusted basic earnings per share(2,5) 6, 16 5.0p 5.2p
(1) Direct operating costs include impairment losses on trade receivables
and contract assets of £105k (2024: £1,269k).
(2) 2024 adjusted measures have been restated under the Group's revised
adjusted items policy which is set out in Note 1. The policy now excludes
non-cash IFRS 2 charges from the CEO's LTIP buyout award, as these relate to
forfeited incentives from his former employer and do not represent underlying
performance. Refer to Note 16 for definitions of the adjusted measures.
(3) Adjusted EBITDA and Adjusted profit before tax are reconciled to the
nearest statutory measure in Note 16.
(4) Adjusted operating profit is reconciled to the nearest statutory
measure in Note 2.
(5) Adjusted basic earnings per share is reconciled to statutory earnings
per share in Note 6.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Notes 2025 2024
£'000
£'000
Non-current assets
Goodwill 7 54,508 52,278
Other intangible assets 7 116,704 118,017
Property, plant and equipment 8,730 8,084
Right-of-use assets 8 38,493 38,622
Contract assets 6,647 5,608
Investments 31 31
Deferred tax assets 3,035 2,738
228,148 225,378
Current assets
Trade and other receivables 17,567 16,709
Contract assets 20,426 18,579
Current tax assets 807 2,172
Cash and cash equivalents 5,475 5,320
44,275 42,780
Total assets 272,423 268,158
Current liabilities
Trade and other payables (21,955) (23,921)
Lease liabilities 8 (7,787) (11,354)
Contract liabilities (9,434) (10,506)
Provisions (2,705) (2,156)
(41,881) (47,937)
Net current assets / (liabilities) 2,394 (5,157)
Non-current liabilities
Lease liabilities 8 (32,242) (31,410)
Borrowings 10 (22,376) (18,008)
Contract liabilities (384) -
Provisions (1,601) (2,321)
Deferred tax liabilities (28,970) (29,503)
(85,573) (81,242)
Total liabilities (127,454) (129,179)
Net assets 144,969 138,979
Equity
Share capital 11 3,203 3,301
Merger reserve 12 20,568 20,568
Other reserves 12 2,751 2,653
Own shares reserve 13 (10,733) (11,012)
Retained earnings 129,180 123,469
Total equity 144,969 138,979
The financial statements of Foxtons Group plc, registered number 07108742,
were approved by the Board of Directors on 4 March 2026.
Signed on behalf of the Board of Directors
Chris Hough
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Notes Share Merger reserve Other reserves Own Retained earnings Total
capital
£'000
£'000
shares reserve
£'000
equity
£'000
£'000
£'000
Balance at 1 January 2025 3,301 20,568 2,653 (11,012) 123,469 138,979
Total comprehensive income for the year - - - - 12,846 12,846
Dividends 5 - - - - (3,593) (3,593)
Credit to equity for share-based payments - - - - 2,528 2,528
Share buybacks 11 (98) - 98 - (5,543) (5,543)
Settlement of share incentive plan 13 - - - 279 (527) (248)
Balance at 31 December 2025 3,203 20,568 2,751 (10,733) 129,180 144,969
Notes Share Merger reserve Other reserves Own Retained earnings Total
capital
£'000
£'000
shares reserve
£'000
equity
£'000
£'000
£'000
Balance 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 5 - - - - (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)
Balance at 31 December 2024 3,301 20,568 2,653 (11,012) 123,469 138,979
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2025
Notes 2025 2024
£'000
£'000
Operating activities
Operating profit: 2 19,362 19,806
Adjustments for:
Depreciation of property, plant and equipment and right-of-use assets 13,919 13,226
Amortisation of intangible assets 7 3,314 2,302
Loss/(gain) on disposal of property, plant and equipment 5 (37)
Loss on disposal of intangible assets 7 54 -
Gain on lease surrenders 8 (1,712) (544)
Gain on lease modifications 8 (722) (12)
Sub-lease asset impairment reversal (84) -
Decrease in provisions (294) (705)
Share incentive plans settlements (248) (331)
Share-based payment charges 2,772 1,549
Operating cash flows before movements in working capital 36,366 35,254
Increase in receivables and contract assets (3,552) (2,916)
Decrease in payables and contract liabilities (874) (2,004)
Cash generated by operations 31,940 30,334
Income taxes paid (4,256) (5,587)
Net cash from operating activities 27,684 24,747
Investing activities
Interest received 341 296
Proceeds on disposal of property, plant and equipment and assets held for sale - 607
Purchases of property, plant and equipment and right-of-use assets (2,868) (1,106)
Purchases of intangibles 7 (1,013) (1,565)
Proceeds on sale of investments - 91
Acquisition of subsidiaries (net of cash acquired) 9 (5,332) (12,704)
Net cash used in investing activities (8,872) (14,381)
Financing activities
Proceeds from borrowings 10 19,000 26,800
Repayment of borrowings 10 (14,516) (20,629)
Dividends paid 5 (3,593) (2,787)
Interest on borrowings 10 (1,165) (536)
Interest on lease liabilities 8 (2,070) (2,065)
Repayment of lease liabilities 8 (10,919) (11,102)
Sub-lease receipts 149 284
Purchase of own shares 11 (5,543) -
Net cash used in financing activities (18,657) (10,035)
Net increase in cash and cash equivalents 155 331
Cash and cash equivalents at beginning of year 5,320 4,989
Cash and cash equivalents at end of year 5,475 5,320
( )
NOTES TO THE 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 Twelve, Chiswick Park, 566 Chiswick High Road, London W4
5AN. 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 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
The consolidated preliminary results of the Company for the year ended 31
December 2025 comprise the Company and its subsidiaries.
The consolidated preliminary results of the Group for the year ended 31
December 2025 were approved by the Directors on 4 March 2026. These
consolidated preliminary results have been prepared in accordance with
UK-adopted International Accounting Standards and with the requirements of the
Companies Act 2006 as applicable to companies reporting under those standards.
They do not include all the information required for full annual financial
statements to comply with UK-adopted International Accounting Standards, and
should be read in conjunction with the consolidated financial statements of
the Group as at and for the year ended 31 December 2025.
The Group's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Financial
Review. The Financial Review also includes a summary of the Group's financial
position and its cash flows.
The financial information for the year ended 31 December 2025 does not
constitute statutory accounts as defined in sections 435 (1) and (2) of the
Companies Act 2006. The auditor has reported on these accounts; their report
was unqualified, did not include a reference to any matters to which the
auditor drew attention by way of emphasis of matter and did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2024 have been delivered to
the Registrar of Companies and those for 2025 will be delivered following the
Company's 2026 Annual General Meeting.
1.3 Going concern
Going concern assessment
The 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 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 consolidated 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 which
determines the point at which the Group could be considered to fail without
taking further mitigating actions or raising additional funds, over an
18-month forecast period to August 2027.
At 31 December 2025, the Group was in a net current asset position of £2.4
million (2024: £5.2 million net current liability) and a net debt position of
£16.9 million (2024: £12.7 million), which includes a £22.5 million
drawdown on the Group's £40.0 million 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 year up to £40
million and expires in June 2028. For RCF terms refer to Note 10.
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 April 2026
to August 2027 which heavily impacts Sales and Financial Services revenues
since these streams are most sensitive to changes in the macro-economic
environment. Additionally, Lettings revenues have been assumed to be impacted
despite their resilient nature.
The key assumptions are summarised below:
· An 18% reduction in sales market transactions and an 8% reduction
in Lettings volumes compared in 2025. For context, an 18% reduction in sales
market transactions would see transaction volumes return to those levels seen
in 2009 following the Global Financial Crisis. Sales market share is also
reduced in the reverse stress scenario by 10% compared to 2025.
· Additionally, the scenario incorporates a 10% 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 10 for details of the
covenants) in March 2027. 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 Critical accounting judgements and key sources of estimation
uncertainty
The critical accounting judgements and key sources of estimation uncertainty
within these consolidated preliminary results are the same as those within the
2025 Annual Report and Accounts: 'Useful economic life of the brand intangible
asset', 'impairment of intangibles with an indefinite life' and 'contract
asset expected credit loss provision'.
1.5 Alternative performance measures (APMs) and adjusted items
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 and 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 factors which affect IFRS measures, to aid users in
understanding the Group's performance. The Group's APMs are defined, explained
and reconciled to the nearest statutory measure within Notes 2 and 16.
Adjusted items
Adjusted operating profit, adjusted operating profit margin, adjusted EBITDA,
adjusted EBITDA margin, adjusted profit before tax and adjusted earnings per
share, exclude amortisation of acquired intangibles and adjusted items.
Adjusted items include costs or revenues which 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. 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.
2024 non-cash IFRS 2 charges from the CEO's LTIP buyout award have been
reclassified to adjusted items (see Note 16), as these relate to forfeited
incentives from his former employer and do not represent underlying
performance. Refer to Note 3 for further information around the adjusted items
recognised in the year.
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 entity.
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, including depreciation, amortisation and
additions to non-current assets, are not reported to the Directors 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 the 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 in Note
1.5), 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, non-cash IFRS 2 charges from the CEO's LTIP buyout
award have been reclassified to adjusted items, as these relate to forfeited
incentives from his former employer and do not represent underlying
performance, with a corresponding impact on adjusted operating profit and
adjusted operating profit margin. The 2024 comparatives (Group and segmental
metrics) have been restated as detailed in Note 16 to ensure a fair
comparison.
Segment revenues and results
The following is an analysis of the Group's results by reportable segment for
the year ended 31 December 2025:
Lettings £'000 Sales Financial Services £'000 Corporate costs Group total
£'000 £'000 £'000
Notes
Revenue(1) 110,966 51,258 10,309 n/a 172,533
Contribution 16 82,933 23,284 4,200 n/a 110,417
Contribution margin 16 74.7% 45.4% 40.7% n/a 64.0%
Adjusted operating profit/(loss) 16 29,840 (5,743) 1,124 (2,996) 22,225
Adjusted operating profit/(loss) margin 16 26.9% (11.2%) 10.9% n/a 12.9%
Adjusted items 3 (252)
Amortisation of acquired intangibles (2,611)
Operating profit 19,362
Other gains 325
Finance income 341
Finance cost (3,115)
Profit before tax 16,913
Depreciation and amortisation Lettings £'000 Sales Financial Services £'000 Corporate costs Group total £'000
£'000 £'000
Depreciation(2) 8,721 5,186 12 - 13,919
Amortisation from non-acquired intangibles 420 276 7 - 703
Amortisation from acquired intangibles 1,974 637 - - 2,611
Total 11,115 6,099 19 - 17,233
(1) £22.1 million of Lettings revenue relates to performance obligations
satisfied over time.
(2) Total depreciation of £13.9 million consists of £2.6 million of
property, plant and equipment depreciation and £11.3 million of IFRS 16
right-of-use asset depreciation (refer to Note 8).
The following is an analysis of the Group's results by reportable segment for
the year ended 31 December 2024:
Lettings £'000 Sales Financial Services £'000 Corporate costs Group total £'000
£'000 £'000
Notes
Revenue(1) 106,030 48,565 9,332 n/a 163,927
Contribution 16 78,105 22,743 4,015 n/a 104,863
Contribution margin 16 73.7% 46.8% 43.0% n/a 64.0%
Adjusted operating profit/(loss) - restated(2) 16 27,438 (3,820) 1,135 (2,635) 22,118
Adjusted operating profit/(loss) margin - restated(2) 16 25.9% (7.9%) 12.2% n/a 13.5%
Adjusted items(2) 3 (228)
Amortisation of acquired intangibles (2,084)
Operating profit 19,806
Other gains 260
Finance income 296
Finance cost (2,877)
Profit before tax 17,485
Depreciation and amortisation Lettings £'000 Sales Financial Services £'000 Corporate costs Group total £'000
£'000 £'000
Depreciation(3) 8,249 4,963 14 - 13,226
Amortisation from non-acquired intangibles 103 66 49 - 218
Amortisation from acquired intangibles 1,666 418 - - 2,084
Total 10,018 5,447 63 - 15,528
(1) £21.2 million of Lettings revenue relates to performance obligations
satisfied over time.
(2) The adjusted operating profit/loss, adjusted operating profit/loss
margin and adjusted items lines have been restated, as non-cash IFRS 2 charges
from the CEO's LTIP buyout award have been reclassified to adjusted items.
Refer to Note 16 for further details.
(3) Total depreciation of £13.2 million consists of £2.5 million of
property, plant and equipment depreciation and £10.7 million of IFRS 16
right-of-use asset 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 amortisation of acquired intangibles and adjusted items. These
APMs are defined, purpose explained and reconciled to statutory measures in
Note 2 and Note 16. The following items have been classified as adjusted items
in the year.
Restated(3)
2025 2024
£'000 £'000
Net property related reversals(1) (1,288) (629)
Transaction related costs(2) 321 298
LTIP buyout award IFRS 2 charges(3) 989 559
Reorganisation costs(4) 230 -
Net adjusted items charge 252 228
(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.
The treatment of such items is consistent from year-to-year.
(2) Transaction related costs relate mainly to costs directly incurred as a
result of the Group's acquisition strategy.
(3) Adjusted items has been restated as non-cash IFRS 2 charges from the CEO's
LTIP buyout award have been reclassified to adjusted items. Refer to Note 16
for further details.
(4) Cost of Executive reorganisation.
Net cash outflow from adjusted items during the year totalled £1.9 million
(2024: £1.2 million).
4. Taxation
Recognised in the Group comprehensive income statement
The components of the tax charge recognised in the Group income statement are:
2025 2024
£'000 £'000
Current tax
Current period UK corporation tax 5,738 4,546
Adjustment in respect of prior periods (187) (1,029)
Total current tax charge 5,551 3,517
Deferred tax
Origination and reversal of temporary differences (1,199) (473)
Adjustment in respect of prior periods (285) 439
Total deferred tax credit (1,484) (34)
Tax charge on profit on ordinary activities 4,067 3,483
Corporation tax for the year ended 31 December 2025 is calculated at 25%
(2024: 25%) of the estimated taxable profit for the period.
Reconciliation of effective tax charge
The tax on the Group's profit before tax differs from the standard UK
corporation tax rate of 25% (2024: 25%), because of the following factors:
2025 2024
£'000 £'000
Profit before tax 16,913 17,485
Tax at the UK corporation tax rate (as stated above) 4,228 4,371
Tax effect of expenses that are not deductible 254 392
Tax effect of non-taxable income (81) (280)
Other differences - share awards 111 (59)
Adjustment in respect of previous periods (472) (590)
Derecognition/(recognition) of a deferred tax asset 27 (351)
Tax charge on profit on ordinary activities 4,067 3,483
Effective tax rate 24.0% 19.9%
Group relief is claimed and surrendered between Group companies for
consideration equal to the tax benefit.
Tax arising in the reporting period and not recognised in net profit or loss
or other comprehensive income but directly debited to equity is £244k (2024:
credit of £941k), comprising £280k (2024: credit of £750k) of deferred tax
offset by a £36k credit (2024: £191k credit) of current tax. This relates to
share-based payment schemes.
5. Dividends
2025 2024
£'000 £'000
Final dividend for the year ended 31 December 2024: 0.95p (31 December 2023: 2,875 2,119
0.70p) per ordinary share
Interim dividend for the year ended 31 December 2025: 0.24p (31 December 2024: 718 668
0.22p) per ordinary share
3,593 2,787
For 2025, the Board has proposed a final dividend of 0.93p per ordinary share
(£2.7 million) to be paid on 15 May 2026.
6. Earnings per share
Basic earnings per share is calculated by dividing the earnings for the year
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares in issue during the year, 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 share awards 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 items has been revised
during the year which has resulted in a corresponding impact on adjusted
earnings per share. The 2024 comparative has been restated as detailed within
this note to ensure a fair comparison.
2025 Restated
£'000 2024
£'000
Profit for the purposes of basic and diluted earnings per share 12,846 14,002
Adjusted for:
Adjusted items (including associated taxation)(1) 372 88
Amortisation of acquired intangibles (including associated taxation)(1) 1,958 1,563
Adjusted earnings for the purposes of adjusted earnings per share(2) 15,176 15,653
Number of shares 2025 2024
Weighted average number of ordinary shares for the purposes of basic earnings 300,801,699 302,867,437
per share
Effect of dilutive potential ordinary shares 5,973,303 6,899,138
Weighted average number of ordinary shares for the purpose of diluted earnings 306,775,002 309,766,575
per share
Earnings per share (basic) 4.3p 4.6p
Earnings per share (diluted) 4.2p 4.5p
Adjusted earnings per share (basic)(3) 5.0p 5.2p
Adjusted earnings per share (diluted) (3) 4.9p 5.1p
(1) Adjusted items charge of £252k (2024: £228k charge restated as non-cash
IFRS 2 charges from the CEO's LTIP buyout award have been reclassified to
adjusted items) per Note 3, plus associated tax charge of £120k (2024: £140k
credit) and amortisation of acquired intangibles of £2,611k (2024: £2,084k),
plus associated tax credit of £653k (2024: £521k).
(2) The 2024 adjusted earnings for the purposes of adjusted earnings per share
comparative has been restated to add back as an adjusted item the impact of
the CEO's LTIP buyout award net of tax of £402k, increasing the metric from
£15,251k (as presented in 2024) to £15,653k.
(3) The 2024 adjusted earnings per share (basic and diluted) has been restated
to reflect the adjusted earnings noted above. The 2024 adjusted earnings per
share (basic) has increased from 5.0p to 5.2p and 2024 adjusted earnings per
share (diluted) has increased from 4.9p to 5.1p.
7. Goodwill and other intangible assets
2025 Goodwill Brand Software Assets under construction Customer Total
£'000
£'000
£'000
contracts and relationships
£'000
£'000
£'000
Cost
At 1 January 2025 62,097 99,000 3,235 2,824 21,782 188,938
Fair value adjustments(1) 854 - - - - 854
Additions - - - 1,013 - 1,013
Disposals - - (87) - - (87)
Acquired through business combinations 1,376 - - - 1,042 2,418
(refer to Note 9)
Transfer - - 2,985 (2,985) - -
At 31 December 2025 64,327 99,000 6,133 852 22,824 193,136
Accumulated amortisation and impairment losses
At 1 January 2025 9,819 - 2,411 - 6,413 18,643
Amortisation - - 703 - 2,611 3,314
Disposals - - (33) - - (33)
At 31 December 2025 9,819 - 3,081 - 9,024 21,924
Net carrying value
At 31 December 2025 54,508 99,000 3,052 852 13,800 171,212
At 1 January 2025 52,278 99,000 824 2,824 15,369 170,295
(1) Fair value adjustment relating to 2024 acquisitions arising from an
adjustment to deferred consideration within the 12-month window from
acquisition date.
2024 Goodwill Brand Software Assets under construction Customer Total
£'000
£'000
£'000
contracts and relationships
£'000
£'000
£'000
Cost
At 1 January 2024 50,528 99,000 3,007 1,487 17,925 171,947
Fair value adjustments(1) (577) - - - - (577)
Additions - - - 1,565 - 1,565
Acquired through business combinations 12,146 - - - 3,857 16,003
Transfer - - 228 (228) - -
At 31 December 2024 62,097 99,000 3,235 2,824 21,782 188,938
Accumulated amortisation and impairment losses
At 1 January 2024 9,819 - 2,193 - 4,329 16,341
Amortisation - - 218 - 2,084 2,302
At 31 December 2024 9,819 - 2,411 - 6,413 18,643
Net carrying value
At 31 December 2024 52,278 99,000 824 2,824 15,369 170,295
At 1 January 2024 40,709 99,000 814 1,487 13,596 155,606
(1) Fair value adjustment relating to 2023 acquisitions arising from an
adjustment to deferred consideration within the 12-month window from
acquisition date.
Carrying values and annual impairment review
a) Carrying values of goodwill and intangible assets with
indefinite lives
The carrying values of goodwill and intangible assets with indefinite lives as
at 31 December are summarised below.
2025 2024
£'000 £'000
Lettings goodwill 54,508 52,278
Brand asset - Sales and Lettings 99,000 99,000
153,508 151,278
· Lettings goodwill is allocated to the Lettings CGU and tested
at this level. This allocation represents the lowest level at which goodwill
is monitored for internal management purposes and is not larger than an
operating segment.
• The brand asset has been tested for impairment by aggregating
the values in use relating to the Lettings and Sales CGUs. No brand value is
allocated to the Financial Services CGU since the Foxtons brand only relates
to the Sales and Lettings CGUs. This grouping represents the lowest level at
which management monitors the brand internally and reflects the way in which
the brand asset is viewed, rather than being allocated to each segment on an
arbitrary basis.
b) Impairment review approach and outcome
Management tests goodwill and the indefinite life brand asset annually for
impairment, or more frequently if there are indicators of impairment, in
accordance with IAS 36 'Impairment of Assets'.
Management has determined the recoverable amount of each CGU from value in use
calculations. The value in use calculations use cash flow projections from
formally approved budgets and forecasts covering a five-year period, with a
terminal growth rate after five years. The resultant cash flows are discounted
using a pre-tax discount rate appropriate to the CGUs.
Following the annual impairment review performed as at 30 September 2025,
there has been no impairment of the carrying amount of goodwill or the brand
asset.
c) Impairment review assumptions
The assumptions used in the annual impairment review are detailed below:
Cash flow assumptions
The key variables in determining the cash flows are Lettings revenues, Sales
revenues and the associated direct costs incurred during the forecast period.
These assumptions are based upon a combination of past experience of
observable trends and expectations of future changes in the market. Key
assumptions are as follows:
· Sales revenue increases by a CAGR (compound average growth
rate) of 6.4% as the market remains flat in 2026 and grows 2.5% annually
thereafter and market share growth continues.
· Within the Sales revenue assumption, house prices are assumed
to increase 1.0% annually.
· Lettings revenue is assumed to grow at a CAGR of 2.5% over
the forecast period, excluding future Lettings portfolio acquisitions that
must be excluded from forecast cash flows under IAS 36.
Long-term growth rates
To evaluate the recoverable amounts of each CGU, a terminal value has been
assumed after the fifth year and includes a long-term growth rate in the cash
flows of 2.0% (2024: 2.0%) into perpetuity.
The long-term growth rate is derived from management's estimates, which take
into account the long-term nature of the market in which each CGU operates and
external long-term growth forecasts.
Discount rates
In accordance with IAS 36, the pre-tax discount rate applied to the cash flows
of each CGU is based on the Group's weighted average cost of capital (WACC)
and is calculated using a capital asset pricing model and incorporates lease
debt held under IFRS 16. The WACC has been adjusted to reflect risks specific
to each CGU not already reflected in the future cash flows for that CGU.
The pre-tax discount rate used to discount Lettings cash flows in the
assessment of Lettings goodwill is 16.3% (2024: 17.6%). The pre-tax discount
rate used to discount aggregated Sales and Lettings cash flows in the
assessment of the brand asset is 16.3% (2024: 17.6%). The year-on-year
decrease in the discount rate is attributable to market changes in WACC
inputs, primarily the adjusted beta and equity risk premiums.
d) Sensitivity analysis
Sensitivity analysis has been performed to assess whether the carrying values
of goodwill and the brand asset are sensitive to reasonably possible changes
in key assumptions and whether any changes in key assumptions would materially
change the carrying values. Lettings goodwill showed significant headroom
against all sensitivity scenarios, while the brand asset is sensitive to
reasonably possible changes in key assumptions.
The key assumption in the brand impairment assessment is the forecast revenues
for the Lettings and Sales businesses. The carrying value of the brand asset
is not highly sensitive to changes in discount rates or long-term growth
rates.
The impairment model indicates brand asset headroom of £52.7 million (2024:
£58.6 million) or 30% (2024: 35%) of the carrying value under test. Cash
flows are sourced from the Group's Board approved plan while also complying
with the requirements of IAS 36.
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 3.8% to 2.3%. Under a reasonably possible downside scenario, in
which Sales revenue would grow by 4.5% in 2026 (base: 9.1%), 4.1% in 2027
(base: 8.2%) and 2% thereafter (base: 5%), reflecting a possible, but
pessimistic, sales market downside view, Lettings revenue growth would be
limited to 1% per annum and the Group would take appropriate mitigating
actions, such as reducing discretionary spend and direct costs. In this
scenario, the brand asset headroom would be reduced to £6.0 million.
8. Leases
Group as a lessee
The Group has lease contracts for its head office, branches and for motor
vehicles used in its operations. With the exception of short-term leases, each
lease is recognised on the balance sheet with a right-of-use asset and a lease
liability. The Group classifies its right-of-use assets in a consistent manner
to its property, plant and equipment.
Generally, the right-of-use assets can only be used by the Group, unless there
is a contractual right for the Group to sub-lease the asset to another party.
The Group is also prohibited from selling or pledging the leased assets as
security.
Right-of-use assets
The carrying amounts of the right-of-use assets recognised and the movements
during the year are outlined below:
Property Motor vehicles Total
£'000
£'000
£'000
At 1 January 2024 34,517 7,954 42,471
Additions 2,396 3,475 5,871
Acquired through business combinations 921 80 1,001
Lease modifications (84) 534 450
Disposals (242) (245) (487)
Depreciation (6,754) (3,930) (10,684)
At 31 December 2024 30,754 7,868 38,622
Additions 12,695 2,049 14,744
Acquired through business combinations (refer to Note 9) - 18 18
Lease modifications (2,510) (13) (2,523)
Disposals (1,009) (76) (1,085)
Depreciation (7,162) (4,121) (11,283)
At 31 December 2025 32,768 5,725 38,493
Lease liabilities
The carrying amounts of lease liabilities recognised and the movements during
the year are outlined below:
Property Motor vehicles Total
£'000
£'000
£'000
At 1 January 2024 39,477 8,124 47,601
Additions 2,367 3,475 5,842
Acquired through business combinations 921 80 1,001
Lease modifications (73) 535 462
Disposals (799) (241) (1,040)
Interest charge 1,683 382 2,065
Payments (9,012) (4,155) (13,167)
At 31 December 2024 34,564 8,200 42,764
Additions 12,159 2,049 14,208
Acquired through business combinations (refer to Note 9) - 18 18
Lease modifications (3,245) - (3,245)
Disposals (2,704) (93) (2,797)
Interest charge 1,712 358 2,070
Payments (8,586) (4,403) (12,989)
At 31 December 2025 33,900 6,129 40,029
Current 4,039 3,748 7,787
Non-current 29,861 2,381 32,242
Lease modifications include the early surrender of the leases for the Group's
previous headquarters, which ended in January 2026. This resulted in a net
gain of £0.3 million, reflecting a £0.7 million gain from lease
modifications, partially offset by a £0.4 million provision for lease exit
costs.
Of the movements in the year, cash payments with respect to principal and
interest totalling £13.0 million were made (2024: £13.2 million) and the
remaining net movement in lease liabilities of £10.2 million (2024: £8.3
million) was non-cash in nature.
At the balance sheet date, the Group had outstanding commitments for future
minimum lease payments which fall due as follows:
2025 2024
£'000 £'000
Maturity analysis - contractual undiscounted cash flows
Within one year 9,850 13,101
In the second to fifth years inclusively 22,761 27,032
After five years 18,608 8,282
51,219 48,415
The Group has elected not to recognise a lease liability for short-term leases
(expected lease term is 12 months or less), in line with the IFRS 16
short-term lease exemption. Payments made under such leases are expensed on a
straight-line basis. At 31 December 2025, the Group had a commitment of less
than £0.1 million (2024: less than £0.1 million) in relation to short-term
leases.
Amounts recognised in profit or loss
The following are the amounts recognised in profit or loss during the year, in
respect of the leases held by the Group as a lessee:
2025 2024
£'000 £'000
Depreciation of right-of-use assets 11,283 10,684
Interest expense on lease liabilities 2,070 2,065
Expenses relating to short-term leases 657 915
Total amount recognised in profit or loss 14,010 13,664
Group as an intermediate lessor
Finance lease receivables
The Group is an intermediate lessor for various lease arrangements considered
to be finance sub-leases. The amounts recognised in the profit or loss during
the year are outlined below:
2025 2024
£'000 £'000
Finance income under finance sub leases recognised in the year 51 30
As at 31 December 2025 and 2024, third parties had outstanding commitments due
to the Group for future undiscounted minimum lease payments, which fall due as
follows:
2025 2024
£'000 £'000
Within one year 147 171
In the second to fifth years inclusively 568 580
After five years 83 206
798 957
9. Business combinations
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 purchase price allocation exercise has been completed which identified £1.0
million 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 £0.7
million of revenue and £0.4 million profit before tax to the Group's
performance for the year ended 31 December 2025. If the combination had taken
place at the beginning of the year, revenue for the period would have been
£0.2 million higher and profit before tax would have increased by £0.1
million.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of the acquired
entity as at the date of acquisition are disclosed below. The fair values of
the identifiable assets and liabilities are estimated by taking into
consideration all available information at the reporting date.
Assets Marshall Vizard
£'000
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 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
At the acquisition date, the fair value of consideration was estimated at
£2.6 million, comprising the following:
Marshall Vizard
£'000
Amount settled in cash 1,840
Contingent cash consideration 735
Fair value of consideration 2,575
As part of the purchase agreement with the previous owners of Marshall Vizard,
the contingent cash consideration is subject to performance conditions being
met. Total consideration of £1.7 million has been paid during the year net of
cash acquired, which is included in cash flows used in investing activities in
the consolidated statement of cash flows. At 31 December 2025, the remaining
consideration payable of £0.5 million is included within trade and other
payables.
Prior period acquisitions
As disclosed in Note 13 of the 2024 Annual Report and Accounts, on 28 October
2024 the Group acquired 100% of the share capital of the following independent
London estate agents which are primarily focused on the commuter towns of
Reading and Watford:
· Haslams Estate Agents (Thames Valley) Limited and subsidiaries
('Haslams');
· Imagine Property Group Limited ('Imagine').
A total deferred consideration of £3.7 million was paid in 2025 across prior
period acquisitions, with a further £1.0 million of contingent consideration
payable subject to performance conditions being met.
Analysis of cash flows on acquisition
2025 2024
£'000 £'000
Cash consideration (2,093) (12,575)
Cash acquired in subsidiaries 421 1,242
Current year acquisitions of subsidiaries, net of cash acquired (1,672) (11,333)
Deferred consideration paid in relation to prior year acquisitions (3,660) (1,371)
Acquisitions of subsidiaries, net of cash acquired (included in cash flows (5,332) (12,704)
from investing activities)
Transaction costs of the acquisitions paid in the year (included in cash flows (123) (295)
from operating activities)(1)
Net cash flow on acquisitions (5,455) (12,999)
(1) Transaction costs are presented within adjusted items set out in Note 3.
Costs shown above exclude accrued balances which are included per Note 3.
10. Borrowings
2025 2024
£'000 £'000
Non-current:
Revolving credit facility 22,594 18,180
Transaction costs (218) (172)
Total borrowings due in more than one year 22,376 18,008
Total borrowings 22,376 18,008
During the year, the Company exercised the accordion option on the revolving
credit facility (RCF), increasing it from £30 million to £40 million, and
extended it by one year from June 2027 to June 2028. The RCF attracts a margin
of 1.65% above SONIA and is unsecured.
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 as detailed within Note 26.
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 throughout
the period and at 31 December 2025 (leverage covenant 0.67x and interest cover
24x).
The movements in borrowings were as follows:
2025 2024
£'000 £'000
At 1 January 18,008 11,780
Proceeds 19,000 26,800
Repayments (14,516) (20,629)
Interest accrued 1,009 812
Interest paid (1,165) (536)
Acquired through business combination (refer to Note 9) 16 -
Other movements including transaction fees 24 (219)
At 31 December 22,376 18,008
11. Share capital
2025 2024
£'000 £'000
Authorised, allotted, issued and fully paid:
Ordinary shares of £0.01 each
At 1 January 3,301 3,301
Own shares acquired and cancelled in the period (98) -
Closing balance 3,203 3,301
As at 31 December 2025 the Company had 320,279,464 ordinary shares (2024:
330,097,758). During the year, 9,818,294 shares with a nominal value of £98k
were repurchased at a cost of £5,543k (2024: none) through two share buyback
programmes announced on 8 April 2025 and 8 September 2025. Shares purchased
during the period were cancelled.
12. Merger reserve and other reserves
2025 2024
£'000 £'000
Merger reserve 20,568 20,568
Capital redemption reserve 169 71
Other capital reserve 2,582 2,582
23,319 23,221
The increase in the capital redemption reserve resulted from the cancellation
of repurchased shares during the year. There were no movements in either the
merger reserve or other capital reserve. Prior to the Company's initial public
offering, a ratchet mechanism reduced the number of shares in issue resulting
in a reduction in share capital and transfer to the other capital reserve.
13. Own shares reserve
2025 2024
£'000 £'000
Balance at 1 January 11,012 12,092
Settlement of share incentive plan (279) (1,080)
Balance at 31 December 10,733 11,012
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 31
December 2025 was 57,467 (2024: 57,467).
The number of ordinary shares held by the Company in treasury at 31 December
2025 was 25,527,664 (2024: 26,192,151).
14. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and, in accordance with
IAS 24, are not disclosed in this note.
Remuneration of key management personnel
The remuneration of the key management personnel of the Group is set out below
in aggregate for each of the categories specified in IAS 24: 'Related Party
Disclosures'. The definition of key management personnel extends to the
Directors of the Company.
2025 2024
£'000 £'000
Short-term employee benefits 1,365 1,955
Post-employment benefits 23 22
Share-based payments 1,983 1,031
3,371 3,008
15. Client monies
At 31 December 2025, client monies held within the Group in approved bank
accounts amounted to £133.2 million (31 December 2024: £127.2 million).
Neither this amount, nor the matching liabilities to the clients concerned,
are included in the consolidated statement of financial position since these
funds belong to clients. The Group's terms and conditions provide that any
interest income received on these client monies accrues to the Group.
Client monies are protected by the FSCS under which the government guarantees
amounts up to £120,000 (previously £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.
2024 non-cash IFRS 2 charges from the CEO's LTIP buyout award have been
reclassified to adjusted items, as these relate to forfeited incentives from
his former employer and do not represent underlying performance. This impacts
the below measures, which are calculated after adding back adjusted item
charges:
· Adjusted operating profit
· Adjusted operating profit margin
· Adjusted profit before tax
· Adjusted earnings per share
Refer to Note 16(i) for the impact of the restatement on the above adjusted
measures.
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.
31 December 2025 Lettings Sales Financial Services Consolidated
£'000 £'000 £'000 £'000
Revenue 110,966 51,258 10,309 172,533
Less: Direct operating costs (28,033) (27,974) (6,109) (62,116)
Contribution 82,933 23,284 4,200 110,417
Contribution margin 74.7% 45.4% 40.7% 64.0%
31 December 2024 Lettings Sales Financial Services Consolidated
£'000 £'000 £'000 £'000
Revenue 106,030 48,565 9,332 163,927
Less: Direct operating costs (27,925) (25,822) (5,317) (59,064)
Contribution 78,105 22,743 4,015 104,863
Contribution margin 73.7% 46.8% 43.0% 64.0%
b) Adjusted EBITDA and adjusted EBITDA margin
Adjusted EBITDA represents 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 right-of-use
asset 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 Restated
2025 2024
£'000 £'000
Operating profit 19,362 19,806
Add back: adjusted items(1) 3 252 228
Add back: Amortisation of acquired intangibles 7 2,611 2,084
Adjusted operating profit 22,225 22,118
Add back: Amortisation of non-acquired intangibles 7 703 218
Add back: Depreciation of property, plant and equipment(2) 2,636 2,542
Add back: Share-based payment charges(3) 1,812 1,249
Deduct: Interest on IFRS 16 leases(4) 8 (2,070) (2,065)
Adjusted EBITDA 25,306 24,062
Adjusted EBITDA margin 14.7% 14.7%
(1 ) 2024 adjusted items have been restated as non-cash IFRS 2 charges from
the CEO's LTIP buyout award have been reclassified to adjusted items. See Note
16(i) for further details.
(2 ) 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.
(3 ) Share based payment charges exclude charges relating to the CEO's LTIP
buyout award which are included in adjusted items, and National Insurance.
(4) 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 profit before tax before amortisation of
acquired intangibles, finance income, finance cost, other gains/(losses) and
adjusted items (defined within Note 1.5). 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 Restated
2025 2024
£'000 £'000
Operating profit 19,362 19,806
Add back: adjusted items(1) 3 252 228
Add back: amortisation of acquired intangibles 7 2,611 2,084
Adjusted operating profit 22,225 22,118
Adjusted operating profit margin 12.9% 13.5%
(1) 2024 adjusted items have been restated as non-cash IFRS 2 charges from the
CEO's LTIP buyout award have been reclassified to adjusted items. See Note
16(i) for further details.
d) Adjusted profit before tax
Adjusted profit before tax represents profit before tax before amortisation of
acquired intangibles and adjusted items and 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 Restated
2025 2024
£'000 £'000
Profit before tax 16,913 17,485
Add back: adjusted items(1) 3 252 228
Add back: amortisation of acquired intangibles 7 2,611 2,084
Adjusted profit before tax 19,776 19,797
(1) 2024 adjusted items have been restated as non-cash IFRS 2 charges from the
CEO's LTIP buyout award have been reclassified to adjusted items. See Note
16(i) for further details.
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 earnings per share. Refer to Note 6 for
a reconciliation between earnings per share and adjusted earnings per share.
As noted above non-cash IFRS 2 charges from the CEO's LTIP buyout award have
been reclassified to adjusted items, as these relate to forfeited incentives
from his former employer and do not represent underlying performance. This
impacts the calculation in Note 6, including the 2024 comparatives which have
been restated accordingly to ensure a fair comparison.
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 purchase 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.
Notes 2025 2024
£'000 £'000
Net cash from operating activities 27,684 24,747
Less: Interest on lease liabilities 8 (2,070) (2,065)
Less: Repayment of lease liabilities 8 (10,919) (11,102)
Net cash from operating activities, after repayment of IFRS 16 lease 14,695 11,580
liabilities
Investing activities(1):
Interest received 341 296
Proceeds on disposal of property, plant and equipment and assets held for sale - 607
Purchases of property, plant and equipment (2,868) (1,106)
Purchases of intangibles 7 (1,013) (1,565)
Net cash used in investing activities(1) (3,540) (1,768)
Net free cash flow 11,155 9,812
(1) Excludes the acquisition of subsidiaries (net of any cash acquired),
divestments and purchase of investments.
g) Net debt
Net cash/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.
Notes 2025 2024
£'000 £'000
Cash and cash equivalents 5,475 5,320
Less: External borrowings 10 (22,376) (18,008)
Net debt (16,901) (12,688)
h) Other performance measure definitions
Definitions of other performance measures presented in the Group's Annual
Report and Accounts 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.
i) Restatement of adjusted items in 2024
As explained in Note 1.5, adjusted items has been restated as non-cash IFRS 2
charges from the CEO's LTIP buyout award have been reclassified to adjusted
items, with a corresponding impact on adjusted measures. 2024 comparatives
have been restated as below.
As originally stated Restated Adjustment
2024 2024 2024
£'000 £'000 £'000
Adjusted items (credit)/charge (331) 228 559
Adjusted operating profit 21,559 22,118 559
Adjusted profit before tax 19,238 19,797 559
Adjusted EBITDA(1) 23,803 24,062 259
Adjusted earnings per share (basic) 5.0p 5.2p 0.2p
Adjusted earnings per share (diluted) 4.9p 5.1p 0.2p
(1) The 2024 adjusted EBITDA has been restated to remove the National
Insurance charge recognised in respect of the CEO's LTIP buyout award, which
has been reclassified as an adjusted item.
17. Events after the reporting period
The Group's strategy is to acquire earnings accretive, lettings focused
businesses which expand portfolio of non cyclical and recurring revenues.
Acquisitions fall into two categories: 1) bolt on acquisitions which are
located within existing Foxtons markets; and 2) platform acquisitions which
expand the Group's operations into new markets.
On 7 January 2026, the Group completed the acquisition of Cauldwell Property
Services Ltd, a leading independent agent in Milton Keynes, for consideration
of £6.5 million on a cash and debt‐free basis, of which £0.8 million is
deferred for 12 months and contingent on performance targets being met.
Cauldwell's unaudited total revenue and operating profit for the 12 months
ended 31 August 2025 was £2.7 million and £0.8 million, respectively.
On 20 January 2026, the Group completed the acquisition of FleetMilne
(Birmingham) Limited, a high-quality, independent lettings agent with a
leading market share position in central Birmingham, for consideration of
£4.0 million on a cash and debt‐free basis, of which £0.8 million is
deferred for 12 months and contingent on performance targets being met.
FleetMilne's unaudited total revenue and operating profit for the 12 months
ended 31 December 2025 was £1.5 million and £0.1 million, respectively.
Given the proximity of the transactions to the announcement of the Group's
financial statements, full purchase price allocation exercises have not yet
been completed and the valuation of the assets acquired will be assessed prior
to the next reporting date.
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