REG - Property FranchiseGp - Final Results
Today 07:00
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RNS Number : 8616W Property Franchise Group PLC (The) 17 March 2026
17 March 2026
THE PROPERTY FRANCHISE GROUP PLC
("TPFG", the "Company" or the "Group")
Final Results
A record year, delivering strong organic growth and a 22% increase in full
year dividend
The Property Franchise Group PLC, the UK's largest multi-brand property
franchisor, is pleased to announce its Final Results for the year ended 31
December 2025 ("FY25").
Financial Highlights
· Group revenue increased 25% to £84.3m (2024: £67.3m), 9% growth on a
pro-forma basis(1) with 51% (2024: 52%) of revenue from recurring revenue
sources
- Management Service Fees ("MSF") increased 14% to £32.4m (2024: £28.3m)
- Financial Services revenue increased 26% to £24.2m (2024: £19.2m)
- Licensing revenue increased 75% to £12.6m (2024: £7.2m)
· EBITDA increased 49% to £30.3m (2024: £20.4m)
· Adjusted profit before tax(2) increased 39% to £31.0m (2024: £22.3m)
· Adjusted basic earnings per share(2) increased 27% to 40.3p (2024: 31.7p)
· Net debt reduced to £2.3m (2024: £9.1m)
· Cash generated from operations increased to £22.1m (2024: £14.7m);
conversion from earnings of 116% (2024: 145%)
· Proposed final dividend of 15p, making a full year dividend of 22p per share,
up 22% (2024:18p)
(1) Pro-forma basis includes revenues earned by Belvoir Group and GPEA within
H1 2024 prior to acquisition
(2) Before share-based payments charge, exceptional items, amortisation
arising on acquired intangibles, unwinding of discounting on acquisition
deferred consideration and a one time gain on the reduced deferred
consideration of GPEA.
Operational Highlights
· Managed portfolio of 149,000 properties (2024: 153,000), reflecting landlord
caution ahead of the Renters' Rights Act and a more measured pace of portfolio
acquisitions
· Completed on 35,000 residential sale transactions (2024: 30,000)
· Sales pipeline remained steady at £33.0m (2024: £33.4m)
· Launched the Privilege programme, a set of lettings-focused offerings for
franchisees, which added £1.5m of incremental revenue
· Financial Services division delivered a record 25,000 mortgages (2024: 23,000
mortgages)
· In the Licensing division, Fine and Country added a further 13 new licensees
including eight new international offices
· Significant progress in AI focused initiatives with rollout started in 2026
· Enhanced senior leadership team to support the next phase of the Group's
growth
Outlook
· Focused on delivering further revenue synergies arising from the Group's
increased scale and platform capabilities
· Well positioned to navigate anticipated market conditions in 2026, including
the impact of evolving government legislation
· Continuing to pursue complementary acquisition opportunities that strengthen
the platform and generate accretive returns for shareholders
· Our franchise model, highly recurring revenue streams and strengthened
leadership provide a compelling platform for growth, and the Board is
confident in delivering the full potential of the enlarged business
Chief Executive Officer, Gareth Samples, commented: "2025 was characterised by
strong organic growth and solid operational progress across all three
divisions, delivering profitability ahead of expectations. The scale and
capability built through last year's acquisitions materially strengthened our
strategic position and underpin the continued development of our platform
model, enabling us to deliver enhanced value to franchisees, licensees and
advisers.
"The successful launch of the Privilege programme, record performance in
Financial Services and continued momentum in our Licensing division
demonstrate the benefits of our increased scale and our ability to capture new
revenue opportunities.
"Looking ahead, we expect further commercial opportunities. Our diversified
income streams, strengthened balance sheet, and expanding platform provide a
resilient foundation from which to pursue further growth. This will continue
to assist us in navigating market cycles in our core lettings and sales
markets. With a clear strategy in place and proven ability to capitalise on
changing market dynamics, we remain confident in our ability to deliver
sustainable long-term value for shareholders."
Analyst Presentation
An analyst presentation will be held at 10:00am today. Should you wish to
attend, please contact propertyfranchise@almastrategic.com
(mailto:propertyfranchise@almastrategic.com) for joining details.
Investor Presentation
The Company will host a live virtual presentation and Q&A for private
investors at 1:30pm on the 19 March 2026 on the Investor Meet Company
platform. All investors interested in attending are asked to register using
the following link:
https://www.investormeetcompany.com/property-franchise-group-plc-the/register-investor
(https://www.investormeetcompany.com/property-franchise-group-plc-the/register-investor)
For further information, please contact:
The Property Franchise Group PLC 01202 405 549
Gareth Samples, Chief Executive Officer company.secretary@propertyfranchise.co.u
(mailto:company.secretary@propertyfranchise.co.uk) k
Ben Dodds, Chief Financial Officer (mailto:company.secretary@propertyfranchise.co.uk)
Canaccord Genuity Limited (Nominated Adviser and Joint Broker) 020 7523 8000
Max Hartley / Harry Rees
Berenberg (Joint Broker) 020 7496 3000
Harry Nicholas / Michael Burke / James Thompson
Alma Strategic Communications
Justine James / Kinvara Verdon / Emma Thompson 020 3405 0209
propertyfranchise@almastrategic.com
(mailto:propertyfranchise@almastrategic.com)
About The Property Franchise Group PLC:
The Property Franchise Group PLC (AIM: TPFG) is the UK's largest multi-brand
property franchisor, with a network of 1,900 outlets delivering high quality
services to residential clients, combined with an established Financial
Services business.
The Company was founded in 1986 and has since strategically grown to a diverse
portfolio of 18 brands operating throughout the UK, comprising longstanding
high-street focused brands and two hybrid brands. The Property Franchise Group
is also a member of two leading mortgage networks through its mortgage
brokers, Brook Financial (MAB) and The Mortgage Genie (Primis).
TPFG's brands are: Belvoir, CJ Hole, Country Properties, Ellis & Co,
EweMove, Fine & Country, Fine & Country International, Hunters,
Lovelle, Martin & Co, Mr and Mrs Clarke, Mullucks, Newton Fallowell,
Nicholas Humphreys, Northwood, Parkers, The Guild of Property Professionals
and Whitegates.
Headquartered in Bournemouth, the Company was listed on AIM on the London
Stock Exchange in 2013 and entered the AIM 100 in July 2024.
More information is available at https://thepropertyfranchisegroup.co.uk/
(https://thepropertyfranchisegroup.co.uk/)
Chair Statement
Strong Performance Providing a Consolidated Growth Platform
I am pleased to report another year of growth with record financial
performance, exceeding our expectations and confirming the Board's strategic
vision in undertaking key acquisitions in 2024, namely Belvoir Group PLC
("Belvoir") and The Guild of Property Professionals (the "Guild" which
included Fine & Country). These transformational transactions have
materially increased our scale and enhanced our competitive position as the
UK's largest multi-brand property franchisor.
The Group operates a network of 1,900 (2024: 1,900) outlets across 18 brands,
addressing a significant proportion of the UK residential agency market. Our
franchisees completed approximately 35,000 (2024: 30,000) property
transactions during the year, alongside managing 149,000 (2024: 153,000)
properties within our lettings portfolio, underpinning a highly visible and
recurring revenue base.
Revenue of £84.3m (2024: £67.3m) and adjusted profit before tax of £31.0m
(2024: £22.3m) underline both the strength of our enlarged platform and the
quality of execution across the Group. The integration of the acquired
businesses has progressed smoothly, reflecting disciplined planning and strong
operational leadership. The Group now operates at a materially enhanced scale,
with a robust and resilient business model that provides a compelling platform
for future growth across our three divisions: Franchising, Financial Services
and Licensing.
A notable development during the year was the launch of the Group's Privilege
programme, leveraging our increased scale to deliver meaningful commercial
benefits to franchisees as well as providing valuable support in navigating
the challenges posed by the Renters' Rights Act to their landlords. Alongside
this, our strengthened banking relationship with Barclays, has enabled
competitive funding arrangements for our franchisees, reinforcing our support
for further network growth.
The Group's continued strong cash generation of £22.1m (2024: £14.7m) helped
the Group to significantly strengthen the balance sheet. Net debt at the
period end was £2.3m (2024: £9.1m) which was ahead of our expectations. This
financial resilience underpins our capital allocation framework and provides
flexibility to invest in growth whilst maintaining a disciplined approach to
leverage.
Strengthened Team to Support the Next Phase of Growth
To realise the Group's growth opportunities and ambitions, the senior
leadership team has been augmented through several key appointments. Ben Dodds
completed his first full year as Chief Financial Officer, during which he
oversaw a period of transformation that has led to our robust financial
performance. In March 2025, Claire Devine joined as Group Legal Director and
Company Secretary, adding extensive experience and enhancing governance, risk
and compliance capabilities at a critical stage in our development.
Significant progress has been made in aligning our operational framework and
enhancing governance structures, ensuring they are properly scaled for the
Group's current size, strategy and for the sustained delivery of long-term
value for shareholders. The Board has adopted the 2023 edition of the QCA
Corporate Governance Code, effective from 1 January 2025. We have set out in
pages 39 - 40 of the Annual Report how we have sought to apply its principles,
reinforcing our commitment to best practice.
We maintain a focus on building further depth and capability within the Group
and will continue to identify high-calibre talent from within and beyond our
industry. The appointment process for a Chief Operating Officer is in its
final stages, with the role expected to provide vital support to the
Executives and drive strategic growth through commercial mergers and
acquisitions, as well as the execution of major projects.
In November 2025, Dean Fielding stepped down from the Board after four years
of valuable service, for which we are deeply grateful. Sadly, Dean passed away
in December 2025 following a long health battle and our thoughts remain with
his family, many friends and colleagues. With Dean's departure, the Board
currently includes four Non-Executive Directors and an announcement regarding
the appointment of an additional Non-Executive Director is anticipated later
in the year.
Throughout the year, the Board's contributions have been vital in achieving
our strategic objectives and maintaining high standards of corporate
governance. With a balanced mix of skills and experience, the Board is well
equipped to guide the business through its next phase of growth.
Commitment to Furthering ESG
2025 marked a pivotal year for the Group's approach to ESG. The foundations
laid in 2023, including the establishment of an ESG Committee at Board level
and an ESG Steering Group at operational level, both chaired by Claire Noyce,
Non-Executive Director, have yielded outstanding results this year. The ESG
Steering Group has been instrumental in integrating best practices across the
enlarged brand portfolio, as well as guiding strategic and operational
decision making across the Group.
This year represents the third consecutive assessment of the Group by ESG
specialists, Inspired ESG, with substantial progress achieved across all
categories and an overall score of 71% (2024: 51%, 2023: 21%). Governance was
highlighted as the most material topic for 2025, while climate and
environmental interactions gained much greater prominence. The Group is
committed to supplier engagement against various environmental and social
criteria, which will be a key area of focus for the ESG Steering Group in
2026.
An independent third party, Orbis Advisory, completed the calculation of our
SECR energy consumption and GHG emissions, supporting our efforts to combat
climate change. Further details can be found in the Group's Annual Report,
including our ambitious ESG targets for 2026, which reflect the determined
enthusiasm throughout the Group in engaging with each other, the broader
community and all stakeholders, as well as our commitment to leading voluntary
TCFD-aligned reporting within our sector. We have taken the bold step to set a
science-based near-term aligned target through 2030 with a baseline year of
2023 to continue the informed journey of measurable targets, and responsible
business conduct hand in hand with long term value creation.
Dividend and Capital Allocation
The Board continues to prioritise disciplined capital allocation. Organic
investment and selective, earnings-accretive acquisitions remain our primary
focus. At the same time, our strong balance sheet and recurring cash flows
support a progressive dividend policy with robust cover. We are pleased to
recommend a final dividend of 15p per share resulting in a 22% increase in the
total dividend to 22p per share (2024: 18p), underscoring the Group's
performance and continued cash generation. Subject to shareholder approval,
the proposed final dividend will be paid on 1 June 2026 to shareholders on the
register at 8 May 2026, with shares marked ex-dividend on 7 May 2026,
maintaining our track record of delivering value to investors.
Outlook
Looking forward, the Group is well positioned to seize the commercial
opportunities ahead. Our platform model enables us to deliver additional
value-added services to our growing number of franchisees and members,
enhancing their and the Group's performance. With a strong financial position
and solid cash generation, we are able to add further capabilities to the
Group to support growth. The Board is confident that, guided by a clear
strategy and supported by recurring and diversified revenue streams, the Group
will continue to deliver ever greater value to all stakeholders.
Paul Latham
Chairman
16 March 2026
Chief Executive Officer's statement
A Year of Growth and Strategic Momentum
2025 was a year of significant organic growth, delivering profitability ahead
of our expectations and solid operational progress. Our results demonstrate
the benefits of the scale and capability created through our transformational
acquisitions in 2024, and 2025 has been defined by the pursuit of
opportunities presented by the material scale and market reach of the
consolidated Group across three distinct divisions: Franchising, Financial
Services and Licensing.
The year was characterised by strong revenue and profitability, achieved
against a backdrop of some challenging market dynamics, with all three
divisions making meaningful progress. We enhanced our proposition to
franchisees with the successful launch of the Privilege programme, delivering
£1.5m of incremental revenue; improved adviser productivity within Financial
Services; and put initiatives in place to develop the value proposition of our
Licensing division.
Our divisions are now underpinned by a scalable platform model, through which
our franchisees and members can access a range of benefits and services. We
will continue to build upon the platform to unlock new opportunities and drive
economies of scale, in line with the Group's strategic priorities.
Looking ahead, the Group is in the strongest strategic position in its
history. The scale, platform capabilities and recurring revenue streams we
have built provide a solid foundation for sustained growth, and enable us to
continue capitalising on the significant opportunities ahead.
Operational review
Franchising
Franchising remains the Group's largest and most established division and
delivered a strong performance in FY25. The division operates across 15 brands
and manages approximately 149,000 rental properties while supporting over
35,000 residential sales transactions during the year. This scale reinforces
our leadership position in UK property franchising, with a clear strategic
emphasis on lettings and recurring revenue.
Lettings MSF grew 15% to £21.9m (2024: £19.0m), 6% on a pro-forma basis.
While the managed portfolio reduced modestly from 153,000 to 149,000
properties, this moderation was anticipated and reflects landlord caution
ahead of the Renters' Rights Act, alongside a more measured pace of portfolio
acquisitions as franchisees assessed the regulatory landscape. Importantly,
the Group has been able to mitigate much of this impact and provide an
attractive proposition to landlords through its platform.
The launch of the Privilege programme has been a key strategic development. By
leveraging Group scale, we introduced enhanced compliance, rent guarantee and
deposit interest solutions, generating £1.5m of incremental Group revenue in
its first year while strengthening franchisee profitability.
Sales MSF grew 13% to £10.5m (2024: £9.3m), 9% on a pro-forma basis,
performing well over the full year supported by lower costs of borrowing,
buyers who looked to avoid the change in stamp duty in March 2025 and a focus
on driving sales penetration through the franchisee network by relaunching the
sales process.
During 2025, we developed a variety of AI-enabled tools designed to enhance
franchisee productivity and maximise commercial performance. An AI sales agent
launched earlier in 2026 is already delivering measurable benefits, generating
25% more valuation appointments than traditional in-person processes and
enabling sales teams to focus on conversion and client engagement. In
parallel, a property management automation programme was successfully trialled
across our owned offices and will be rolled out to franchisees from the second
half of FY26.
Financial Services
Financial Services delivered a record performance in FY25, completing 25,000
mortgage transactions representing £4.4bn of lending (2024: 23,000
transactions). The division continues to demonstrate both scale and
productivity improvement.
Adviser productivity improved during the year, supported by enhanced lead
allocation, improved CRM utilisation and early AI trials designed to assist in
client engagement and administrative efficiency. There remains significant
headroom to increase penetration across our franchise platform. While certain
historical referral restrictions have moderated short-term optimisation, the
enlarged scale of our estate agency footprint provides substantial opportunity
to increase mortgage and protection conversion rates over time.
During the year, we welcomed the FCA's interim report into the distribution of
pure protection products, which concluded the market is functioning well and
delivering positive consumer outcomes. The report also highlights the
significant protection gap across the UK, reinforcing the long-term
opportunity for high-quality advice. Its findings align closely with the
approach taken by our Financial Services division. The remortgage market
presents a further opportunity in FY26 as fixed-rate maturities drive
refinancing activity. We are also developing a more targeted buy-to-let
financial services proposition tailored specifically to landlords within our
managed portfolio, representing a strategically aligned and underpenetrated
opportunity.
In January 2026, we completed the acquisition of an 85% stake in Smart Advice
Financial Solutions ("SAFS"), adding 34 advisers and increasing divisional
scale to 315 advisers. SAFS is profitable, has grown consistently since
inception and strengthens our ability to drive mortgage, remortgage and
protection activity across the franchise network.
Licensing
Our Licensing division comprises Fine & Country, where both UK and
international licensees pay a fixed fee to trade under the brand whilst
receiving marketing and regulatory support, and The Guild of Property
Professionals, which offers its members a well‑established brand that
provides access to group buying power and regulatory guidance in return for an
annual fee. We receive regular recurring monthly membership and license fees
from the agreements we have in place, and the division contributes to the
Group's increasing proportion of recurring revenue.
Licensing revenue grew by 75% to £12.6m (2024: £7.2m), with pro-forma growth
of 3%.
Fine & Country continued to expand during the year, adding 13 new
licensees, including eight new international offices across Uruguay, South
Africa, Italy, Spain and the Isle of Man. This growth reflects the enduring
strength and premium positioning of the Fine & Country brand, both in the
UK and internationally, and reinforces the opportunity to further broaden and
deepen our global presence.
The Guild saw member numbers contract from 749 to 725 during the year which
was anticipated given the 12-month notice requirement. In response, the team
has been proactive in strengthening the value proposition to create a more
attractive model to deliver growth in both volume and pricing. The enhanced
proposition was launched at The Guild's national conference in February 2026
and provides a strong platform for renewed momentum.
Resilient business model and market opportunity
While property market commentary during FY25 was mixed, underlying activity
remained resilient. Sales transaction levels exceeded our initial assumptions,
supported by improved mortgage rate stability and stamp duty-driven activity.
Lettings continued to benefit from the structural supply-demand imbalance,
with rental inflation more than offsetting the modest reduction in managed
lets during the year.
The Renters' Rights Act introduces additional compliance requirements and
operational obligations for landlords. We do not view this as a structural
threat to the Group. Rather, we believe the increasing complexity of
regulation reinforces the value of professional management and well-supported
franchise operators. Our platform model, compliance infrastructure and scale
enable franchisees to navigate regulatory change with confidence and provide
enhanced support to landlords.
While overall market share remained broadly stable during the year, the
enlarged scale of the Group and the breadth of our platform services position
us well to capture incremental opportunities as the market evolves. The
continued development of commercial initiatives, technology tools and
value-added services strengthens our competitive positioning and supports
sustainable long-term growth.
Clear strategy in place to deliver our ambitions
There is a clear and exciting opportunity for growth across the Group's three
divisions. We will continue to deploy our strategic initiatives to support the
expansion of the business, underpinned by our platform model, which we are
expanding with additional services and capabilities for franchisees and
members.
Lettings remain at the core of the Group, and the focus is on leveraging the
platform model to deliver greater value to franchisees, particularly as they
navigate the increasingly complex regulatory changes.
Within sales, we will continue to target growth in market share and expect to
see the benefits from our relaunched sales programme which provides our
franchisees a unique proposition for their clients to sell their home, subject
to their individual selling needs, alongside improved selling capabilities
through our AI initiatives once rolled out across franchisees.
The focus for Financial Services is to further increase adviser productivity,
supported by targeted investment in AI, along with increased penetration
across our franchise network. We also see a significant opportunity to develop
a market-leading buy-to-let financial services proposition tailored
specifically for landlords, representing a largely untapped opportunity within
the Group's existing customer base.
Recruitment remains a priority across the divisions, with a focus on
attracting new franchisees, licensees and advisers to increase coverage. We
expect the Privilege programme to be a key driver of this in Franchising, and
in Licensing we expect to see this growth stem from the enhanced value
proposition and international expansion.
We retain a disciplined appetite for complementary acquisitions that enhance
capability, earnings visibility and scale benefits. With modest leverage,
strong cash conversion and significant liquidity headroom, the Group has the
financial firepower and proven integration capability to execute.
Current trading and outlook
The Group enters FY26 with enhanced scale, diversified income streams and a
strengthened balance sheet. Our lettings-weighted, franchise-led model
provides structural resilience, while our expanded platform creates meaningful
organic growth opportunities.
The continued rollout of the Privilege programme, AI initiatives and enhanced
Financial Services penetration provide clear revenue drivers and synergy
opportunities for the year ahead. While macroeconomic and legislative factors
remain present, our model is well positioned to adapt and capitalise. In
addition, we will continue to pursue complementary acquisition opportunities
that strengthen the platform and generate accretive returns for shareholders.
I would like to thank our franchisees, licensees, advisers and colleagues
across the Group for their professionalism and commitment throughout the year.
Their performance underpins the success of the business.
The Board remains confident in the Group's ability to execute its strategy and
deliver sustainable long-term value for shareholders.
Gareth Samples
Chief Executive Officer
16 March 2026
Financial Review
I am pleased to report an excellent year for the Group with revenue, absolute
profit, profitability and cash flow all markedly increased on the prior year
on both a reported and pro-forma basis. Following the restructuring of the
Group in 2024 into three divisions - Franchising, Financial Services and
Licensing - it is particularly encouraging to see that all three divisions
have contributed growth in both revenue and profitability.
2025 2024 reported Percentage change 2024 Percentage change
pro-forma(1)
Revenue £84.3m £67.3m 25% £77.6m 9%
Management service fees £32.4m £28.3m 14% £30.3m 7%
Cost of sales £29.5m £22.3m 32% £26.6m 11%
Administrative expenses £31.4m £29.7m 6% £35.9m (13%)
Exceptional costs £0.4m £2.7m (83%) £5.8m (92%)
Adjusted operating profit² £31.8m £23.1m 38% £26.1m 22%
Operating profit £23.9m £15.2m 57% £15.1m 58%
Adjusted profit before tax³ £31.0m £22.3m 39% £25.4m 22%
Profit before tax £24.4m £14.3m 70% £14.2m 72%
EBITDA(4) £30.3m £20.4m 49% £23.6m 28%
Dividend 22p 18p 22% - -
Diluted EPS 29.9p 17.6p 70% - -
Adjusted diluted EPS³ 40.3p 31.4p 28% - -
( )
(1) Pro-forma basis includes revenues and costs earned by Belvoir Group and
GPEA within H1 2024 prior to acquisition.
² Before exceptional costs, amortisation of acquired intangibles and
share-based payment charges.
³ Before exceptional costs, amortisation of acquired intangibles, share-based
payment charges, unwinding of discounting on deferred consideration and the
one-time gain on reduced deferred consideration.
(4) Earnings before interest, tax, depreciation and amortisation.
Our Franchising division remains the core of the Group, delivering 56% of
revenue and 78% of adjusted operating profit in 2025. Lettings and sales
revenue increased in absolute terms and on a pro-forma basis, supported by
continued rental inflation and improved penetration of our sales offering,
underpinned by stamp duty-driven activity and improving mortgage
affordability. The division also saw the benefit from our increased scale,
with the Privilege programme generating £1.5m of incremental revenue while
enhancing the proposition for franchisees and strengthening confidence for
landlords.
The Financial Services division delivered significant growth, with revenue up
10% and adjusted operating profit up 15% on a pro-forma basis. This
performance was achieved despite a modest reduction in adviser numbers during
the year, which was more than offset by improved adviser productivity. The
acquisition of Smart Advice Financial Solutions Ltd, completed in January
2026, is immediately earnings accretive and increases adviser numbers back
above 300, to 315.
The Licensing division delivered a marked increase in revenue, reflecting the
full year contribution from the acquisition. Despite more modest pro-forma
revenue growth, operating profit increased by 8% on a pro-forma basis as cost
efficiencies from the integration were realised.
Franchising Financial Services Licensing
2025 2024 Percentage change 2025 2024 Percentage change 2025 2024 Percentage change
pro-forma(1) pro-forma(1) pro-forma(1)
Revenue £47.5m £43.4m 9% £24.2m £22.0m 10% £12.6m £12.2m 3%
Adjusted operating profit £27.9m £23.8m 17% £4.2m £3.7m 15% £3.5m £3.2m 8%
EBITDA £28.7m £24.6m 17% £4.3m £3.5m 24% £3.8m £3.5m 10%
( )
(1) Pro-forma basis includes revenues and costs earned by Belvoir Group and
GPEA within H1 2024 prior to acquisition
We have once again increased dividends to shareholders, reflecting the Group's
performance and cash generation and demonstrating our commitment to a
progressive dividend policy. Looking ahead to 2026, we will continue to drive
revenue synergies through scale benefits and intra-divisional collaboration,
while maintaining a disciplined approach to complementary acquisitions that
further strengthen each of our divisions and our unified platform model.
Acquisitions
In 2024, the Group completed the acquisitions of; Belvoir for total
consideration of £107.2m and GPEA (trading as The Guild of Property
Professionals) for total consideration of £20.0m, including £5.0m of
deferred consideration. During the period, whilst The Guild performed in line
with our expectations, we agreed an amendment to certain customary terms under
the SPA which resulted in a £1.35m reduction in deferred consideration,
reducing total consideration to £18.65m.
TPFG Belvoir Group The Guild
2025 2024 Percentage change 2025 2024 Percentage change 2025 2024 Percentage change
pro-forma(1) pro-forma(1) pro-forma(1)
Revenue £31.5m £28.8m 9% £40.2m £36.6m 10% £12.6m £12.2m 3%
Adjusted operating profit £17.7m £14.6m 21% £14.5m £12.9m 12% £3.5m £3.2m 8%
EBITDA £18.1m £14.7m 23% £14.9m £13.4m 11% £3.8m £3.5m 10%
( )
(1) Pro-forma basis includes revenues and costs earned by Belvoir Group and
GPEA within H1 2024 prior to acquisition
Whilst our primary focus is now divisional reporting, the performance of the
acquired entities during 2025 further supports the strategic rationale and the
consideration paid.
In respect of Belvoir, we acquired the business at approximately 10.5x EBITDA.
Following integration and synergy delivery, the business is now operating at a
run-rate of £14.9m EBITDA, implying an effective multiple of approximately
7.2x. In 2025, net operating cash generation represented a cash return of
approximately 9.5% on consideration.
For The Guild, we acquired the business at approximately 5.3x EBITDA.
Following integration and synergy delivery, the business is now operating at a
run-rate of £3.8m EBITDA, implying an effective multiple of approximately
4.9x. In 2025, net operating cash generation represented a cash return of
approximately 9.5% on consideration.
Revenue
Group revenue for the financial year ended 31 December 2025 was £84.3m (2024:
£67.3m), an increase of 25% on the prior year. Total revenue on a pro-forma
basis was £77.6m, reflecting 9% organic growth across the original business
and the 2024 acquisitions.
Revenue within our Franchising division rose by 16% to £47.5m (2024:
£40.9m), an increase of 9% on a pro-forma basis. Management Service Fees
("MSF"), which make up 68% (2024: 67%) of divisional revenue, increased 14% to
£32.4m (2024: £28.3m), representing 7% growth on a pro-forma basis. Lettings
MSF remained dominant, accounting for 68% of total MSF in 2025, with sales MSF
at 32%. Revenue attributed to the Group's 11 owned offices increased by 11% to
£7.8m (2024: £7.0m), of which 5% represents growth on a pro-forma basis.
Total revenue from the Privilege programme amounted to £1.5m, representing a
new income stream for the division in FY25.
Revenue within our Financial Services division rose by 26% to £24.2m (2024:
£19.2m), a rise of 10% on a pro-forma basis. Financial Services revenue is
recognised as the gross commission received before adviser revenue share. Net
commissions in 2025 equated to £6.7m (2024: £4.9m). This can be split
between commissions earned through business partners of £1.8m (2024: £1.4m)
and those generated through our employed/self-employed model of £4.9m (2024:
£3.5m).
The acquisition of The Guild in 2024 added a new Licensing division to the
Group and delivered total revenue in 2025 of £12.6m (2024: £7.2m), an
increase of 75% on a reported basis and 3% on a pro-forma basis.
Administrative expenses
Total administrative expenses increased to £31.4m (2024: £29.7m), of which
£7.9m (2024: £7.8m) relates to exceptional costs, the share-based payment
charge and the amortisation on acquired intangibles. Underlying administrative
expenses therefore increased to £23.5m (2024: £21.9m). This increase
primarily reflects the 12-month annualisation of the two acquisitions
completed in 2024, higher National Insurance and National Living Wage costs,
and strategic investment in current and planned initiatives, partially offset
by the delivery of the synergy cost reductions anticipated at acquisition.
The Group benefits from a relatively fixed cost base, where cost increases
typically lag revenue growth, creating opportunities for operating leverage as
the Group continues to scale.
Operating profit
Headline operating profit increased by 57% to £23.9m (2024: £15.2m), with an
operating margin of 28% (2024: 23%). Adjusted operating profit, which excludes
exceptional items, amortisation of acquired intangibles and share-based
payment charges, increased by 38% to £31.8m (2024: £23.1m), with an adjusted
operating margin of 38% (2024: 34%). Operating profit improved on a pro-forma
basis by 58%. Margins benefited from the delivery of anticipated cost
synergies, improved productivity and limited incremental costs associated with
new revenue streams such as the Privilege programme.
Franchising adjusted operating profit increased by 25% to £27.9m (2024:
£22.4m) with an adjusted operating margin of 33% (2024: 55%). Financial
Services adjusted operating profit increased by 30% to £4.2m (2024: £3.3m)
with an adjusted operating margin of 18% (2024: 17%). Licensing adjusted
operating profit increased by 96% to £3.5m (2024: £1.8m) with an adjusted
operating margin of 28% (2024: 25%).
An assessment of share-based payment charges as at 31 December 2025 resulted
in £2.2m being charged to the profit and loss account (2024: £0.9m). Further
details are set out in notes 4, 5 and 30 to the consolidated financial
statements.
EBITDA
EBITDA for 2025 was £30.3m (2024: £20.4m), an increase of £9.9m (49%) over
the prior year.
Profit before tax
Profit before tax increased by 70% to £24.4m (2024: £14.3m). Adjusted profit
before tax increased by 39% to £31.0m having removed exceptional items of
£0.4m (2024: £2.7m), amortisation of acquired intangibles of £5.2m (2024:
£4.2m), share-based payment charges of £2.2m (2024: £0.9m), unwinding of
discounting on acquisition deferred consideration of £0.1m (2024: £0.2m) and
the one-time gain on reduced deferred consideration of £1.4m (2024: £nil).
Adjusted profit before tax has improved on a pro-forma basis by 22%.
Taxation
The effective rate of corporation tax for the year was 22% (2024: 29%). The
total tax charge for 2025 was £5.3m (2024: £4.2m).
Earnings per share
The number of issued shares as at December 2025 was 63,752,008 (2024:
63,752,008).
Basic earnings per share ("EPS") for the year increased by 69% to 29.9p (2024:
17.7p), based on the average number of shares in issue for the period of
63,752,008 (2024: 57,477,151).
Diluted EPS for the year increased by 70% to 29.9p (2024: 17.6p), based on the
average number of shares in issue for the period plus an estimate for the
dilutive effect of option grants vesting, being 63,804,407 (2024: 57,897,032).
Adjusted basic EPS for the year was 40.3p (2024: 31.7p), an increase of 27%
and adjusted diluted EPS for the year was 40.3p (2024: 31.4p), an increase of
28%. The profit attributable to owners increased by 87% to £19.0m (2024:
£10.2m).
Cash flow
The Group remains highly cash generative. Net cash inflow from operating
activities in 2025 was £22.1m (2024: £14.7m). Cash conversion against
earnings was 116% (2024: 145%), with the reduction reflecting higher levels of
accrued income from initiatives such as the Privilege programme. Net cash
outflow from investing activities was £3.7m (2024: £15.8m), of which £3.6m
related to deferred consideration for GPEA Limited. Other small investments in
fixed assets or assisted acquisitions were broadly offset by bank interest
received.
In 2024, the Group borrowed £20.0m from Barclays to fund the acquisition of
GPEA Limited, comprising a revolving credit facility ("RCF") of £6.0m and a
term loan of £14.0m repayable over three years. As at 31 December 2025,
£3.0m (2024: £nil) was drawn on the RCF and £10.2m (2024: £13.2m) remained
outstanding on the term loan, leaving bank debt of £13.2m (2024: £13.2m).
The limited movement from 2024 reflects the use of the RCF to fund deferred
consideration payments and the decision to retain liquidity to support planned
strategic investment and potential acquisitions.
Liquidity
The Group had cash balances of £10.9m as at 31 December 2025 (2024: £4.2m)
and, after deducting total bank debt of £13.2m (2024: £13.2m), net debt was
£2.3m (2024: £9.1m), resulting in leverage of less than 0.1x.
Dividends
The Board remains committed to its progressive dividend policy whilst
maintaining strong dividend cover as part of its capital allocation framework.
The Board has considered the trade-off between debt reduction and shareholder
returns and concluded that, with leverage of less than 0.1x, a progressive
dividend reflecting the Group's increased performance and cash generation is
appropriate.
Accordingly, the Board is pleased to propose a final dividend of 15.0p (2024:
12.0p) which, together with the interim dividend of 7.0p, brings the total
dividend for 2025 to 22.0p (2024: 18.0p). Subject to shareholder approval at
the AGM, the dividend will be paid on 1 June 2026 to shareholders on the
register at 8 May 2026, with shares marked ex-dividend on 7 May 2026. The
total amount payable is £9.6m (2024: £7.7m). On adjusted basic EPS, dividend
cover is 1.8x (2024: 1.8x).
Key performance indicators
The Group uses a number of key financial and non-financial performance
indicators to measure performance, which are regularly reviewed by the Board
to ensure that they remain relevant to the Group's operations.
Basis of preparation and Audit outcome
The financial information in this report does not constitute Statutory
Accounts within the meaning of section 435 of the Companies Act 2006.
Accordingly, this report is to be read in conjunction with the Annual Report
for the year ended 31 December 2025, which was prepared in accordance with
International Financial Reporting Standards.
The Statutory Accounts for the year ended 31 December 2025 have been reported
on by the Group's auditors and received an unqualified audit report that will
be issued to shareholders in March 2026. The Statutory Accounts for the year
ended 31 December 2024 have been delivered to the registrar of companies and
received an unqualified audit report.
Financial position
The Consolidated Statement of Financial Position remains strong with total
assets of £206.4m (2024: £204.0m). Total liabilities decreased to £51.3m
(2024: £59.9m), driven by the payment of the deferred consideration on the
Guild acquisition, and reductions in deferred and payable tax amounts. The
Group finished the year with the total equity attributable to owners of
£155.0m (2024: £144.1m), an increase of 8% over the prior year. It achieved
an ROCE of 14% (2024: 11%) and an ROCI of 17% (2024: 12%), both improving as a
result of a full year of earnings post acquisitions and the decrease in net
debt.
Capital allocation
The Group actively monitors its capital position, strategically allocating
resources based on defined return criteria. Our capital allocation framework
strikes a balance between funding growth initiatives and delivering returns to
shareholders, as outlined below:
Financial resilience: The Group maintains modest leverage, strong interest
cover and significant liquidity headroom. The stability of our recurring
lettings income and capital-light franchise model underpin robust cash
generation, supporting both growth investment and sustainable shareholder
returns. In 2025 we ended the year with net debt of £2.3m (2024: £9.1m)
equating to leverage of 0.1x (2024: 0.4x).
Organic growth investment: We define this as "strategic spend", which we
commit to in order to future-proof TPFG. This includes technology, AI,
franchisee acquisition support and personnel. In 2025 the Group had a combined
strategic spend of £0.9m, comprising £0.4m of technology spend, £0.1m of AI
spend, £0.1m of franchisee acquisition support and £0.3m spent on
recruitment of new personnel.
Ordinary dividends: In line with our policy of distributing approximately 50%
of earnings, we expect to pay total dividends of £14.0m to shareholders in
respect of 2025, with the final dividend expected to be paid on 1 June 2026.
M&A activity: In 2025 our focus was primarily on completing the
integration of the 2024 acquisitions and delivering the synergy opportunities
they presented and, as a result, no acquisitions were completed in 2025. We
remain committed to developing our platform model, expanding our franchise
model and building our Financial Services division through a buy-and-build
strategy, and began identifying potential targets towards the end of 2025. To
that end, post period, we completed the acquisition of Smart Advice Financial
Solutions Ltd, a leading Financial Services business, for total consideration
of £1.5m on 19 January 2026.
Surplus capital: In 2025 there were no additional distributions beyond
ordinary dividends.
Looking forward, the Board continues to evaluate the most effective deployment
of capital in line with its disciplined allocation framework. While organic
investment and earnings-accretive acquisitions remain priorities, the Board
will continue to consider potential share buy-backs or special dividends, as
appropriate.
Ben Dodds
Chief Financial Officer
16 March 2026
Consolidated statement of comprehensive income
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
Revenue 7 84,264 67,310
Cost of sales (29,478) (22,339)
Gross profit 54,786 44,971
Administrative expenses 8 (28,708) (26,139)
Exceptional administrative expenses 8 (449) (2,720)
Share-based payments charge 9, 30 (2,213) (875)
Total administrative expenses (31,370) (29,734)
Other operating income 10 458 -
Operating profit 10 23,874 15,237
Finance income 11 329 262
Finance costs 11 (1,195) (1,195)
Other gains and losses 26 1,350 -
Profit before tax expense 24,358 14,304
Tax expense 12 (5,284) (4,172)
Profit and total comprehensive income for the year 19,074 10,132
Profit and total comprehensive income for the year attributable to:
Owners of the Parent 19,048 10,192
Non-controlling interest 26 (60)
19,074 10,132
Earnings per share attributable to owners of Parent 13 29.9p 17.7p
Diluted earnings per share attributable to owners of Parent 13 29.9p 17.6p
Consolidated statement of financial position
31 December 2025
Notes 2025 2024
£'000 £'000
Assets
Non-current assets
Intangible assets 15 173,872 180,001
Property, plant and equipment 16 732 837
Right-of-use assets 17 3,192 3,353
Prepaid assisted acquisitions support 18 197 216
Other receivables 20 4,243 4,791
182,236 189,198
Current assets
Trade and other receivables 20 13,238 10,623
Cash and cash equivalents 10,885 4,163
24,123 14,786
Total assets 206,359 203,984
Equity
Shareholders' equity
Called up share capital 21 638 638
Share premium 22 4,129 4,129
Own share reserve 24 (2,276) (3,832)
Merger reserve 23 117,497 117,497
Other reserves 24 2,776 1,083
Retained earnings 32,311 24,643
155,075 144,158
Non-controlling interest (37) (63)
Total equity attributable to owners 155,038 144,095
Liabilities
Non-current liabilities
Borrowings 25 7,000 10,111
Other payables 26 1,416 1,428
Lease liabilities 17 2,728 3,048
Deferred tax 27 20,280 22,058
Provisions 28 185 278
31,609 36,923
Current liabilities
Borrowings 25 6,232 3,111
Trade and other payables 26 12,050 15,869
Lease liabilities 17 833 802
Tax payable 597 3,184
19,712 22,966
Total liabilities 51,321 59,889
Total equity and liabilities 206,359 203,984
The financial statements were approved and authorised for issue by the Board
of Directors on 16 March 2026 and were signed on its behalf by:
Ben Dodds
Chief Financial Officer
Company statement of financial position
31 December 2025 (Company No: 08721920)
Notes 2025 2024
£'000 £'000
(As restated)
Assets
Non-current assets
Investments 19 191,094 189,820
Intangible assets 15 128 -
Property, plant and equipment 16 56 76
Right-of-use assets 17 28 -
Deferred tax asset 27 974 484
192,280 190,380
Current assets
Trade and other receivables 20 3,772 1,484
Cash and cash equivalents 762 135
4,534 1,619
Total assets 196,814 191,999
Equity
Shareholders' equity
Called up share capital 21 638 638
Share premium 22 4,129 4,129
Own share reserve 24 (2,276) (3,832)
Merger reserve 23 135,487 135,487
Other reserves 24 2,776 1,083
Retained earnings 27,773 28,147
Total equity 168,527 165,652
Liabilities
Non-current liabilities
Borrowings 25 7,000 10,111
Lease liabilities 17 10 -
7,010 10,111
Current liabilities
Borrowings 25 6,232 3,111
Trade and other payables 26 15,030 13,125
Lease liabilities 17 15 -
21,277 16,236
Total liabilities 28,287 26,347
Total equity and liabilities 196,814 191,999
As permitted by Section 408 of the Companies Act 2006, the income statement of
the Parent Company is not presented as part of these financial statements. The
Parent Company's profit for the financial year was £11.0m (2024: £11.1m).
Following review, the split between current and non-current borrowings has
been amended for the prior year. This adjustment has a net nil impact on the
Company Statement of Financial Position.
The financial statements were approved and authorised for issue by the Board
of Directors on 16 March 2026 and were signed on its behalf by:
Ben Dodds
Chief Financial Officer
Consolidated statement of changes in equity
for the year ended 31 December 2025
Attributable to owners
Called up Retained Share Own share Merger Other Total Non- Total
share earnings premium reserve reserve reserves equity controlling equity
capital £'000 £'000 £'000 £'000 £'000 £'000 interest £'000
£'000 £'000
Balance at 1 January 2024 323 20,765 4,129 (420) 14,345 1,673 40,815 (3) 40,812
Profit and total comprehensive income - 10,192 - - - - 10,192 (60) 10,132
Dividends - (9,012) - - - - (9,012) - (9,012)
Shares issued on acquisition of Belvoir Group 301 - - - 103,152 - 103,453 - 103,453
Shares issued on share options exercised 14 2,698 - (3,412) - (1,544) (2,244) - (2,244)
Share-based payments charge - - - - - 875 875 - 875
Deferred tax on share-based payments - - - - - 79 79 - 79
Total transactions with owners 315 (6,314) - (3,412) 103,152 (590) 93,151 - 93,151
Balance at 31 December 2024 638 24,643 4,129 (3,832) 117,497 1,083 144,158 (63) 144,095
Profit and total comprehensive income - 19,048 - - - - 19,048 26 19,074
Dividends - (12,014) - - - - (12,014) - (12,014)
Share options exercised - 634 - - - (634) - - -
Sale of shares held by Employee Benefit Trust - - - 1,556 - - 1,556 - 1,556
Share-based payments charge - - - - - 2,213 2,213 - 2,213
Deferred tax on share-based payments - - -
- - 114 114 - 114
Total transactions with owners - (11,380) - 1,556 - 1,693 (8,131) - (8,131)
Balance at 31 December 2025
638 32,311 4,129 (2,276) 117,497 2,776 155,075 (37) 155,038
Company statement of changes in equity
for the year ended 31 December 2025
Called up Retained Share Own share Merger Other Total
share earnings premium reserve reserve reserves equity
capital £'000 £'000 £'000 £'000 £'000 £'000
£'000
Balance at 1 January 2024 323 23,371 4,129 (420) 32,335 1,673 61,411
Profit and total comprehensive income - 11,090 - - - - 11,090
Dividends - (9,012) - - - - (9,012)
Shares issued on acquisition of Belvoir Group 301 - - - 103,152 - 103,453
Shares issued on share options exercised 14 2,698 - (3,412) - (1,544) (2,244)
Share-based payments charge - - - - - 875 875
Deferred tax on share-based payments - - - - - 79 79
Total transactions with owners 315 (6,314) - (3,412) 103,152 (590) 93,151
Balance at 31 December 2024 638 28,147 4,129 (3,832) 135,487 1,083 165,652
Profit and total comprehensive income - 11,006 - - - - 11,006
Dividends - (12,014) - - - - (12,014)
Share options exercised - 634 - - - (634) -
Sale of shares held by Employee Benefit Trust - - - 1,556 - - 1,556
Share-based payments charge - - - - - 2,213 2,213
Deferred tax on share-based payments - - - - - 114 114
Total transactions with owners - (11,380) - 1,556 - 1,693 (8,131)
Balance at 31 December 2025 638 27,773 4,129 (2,276) 135,487 2,776 168,527
Consolidated statement of cash flows
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
Cash generated from operations A 31,580 18,597
Interest paid (881) (659)
Tax paid (8,604) (3,257)
Net cash from operating activities 22,095 14,681
Cash flows from investing activities
Purchase of Belvoir Group net of cash acquired - (1,730)
Purchase of GPEA net of cash acquired 26 (3,650) (14,255)
Disposal of investment in shares - 143
Purchase of intangible assets (155) -
Disposal of intangible assets - 125
Purchase of tangible assets 16 (148) (192)
Payment of assisted acquisitions support (84) (114)
Interest received 329 263
Net cash used in investing activities (3,708) (15,760)
Cash flows from financing activities
Issue of ordinary shares - 14
Equity dividends paid (12,014) (9,012)
Sale/(purchase) of shares held by Employee Benefit Trust 1,556 (3,412)
Bank loans and RCF drawn 6,500 20,000
Bank loans and RCF repaid (6,611) (9,278)
Principal paid on lease liabilities (908) (580)
Interest paid on lease liabilities (188) (132)
Net cash used in financing activities (11,665) (2,400)
Increase/(decrease) in cash and cash equivalents 6,722 (3,479)
Cash and cash equivalents at beginning of year 4,163 7,642
Cash and cash equivalents at end of year 10,885 4,163
Notes to the consolidated statement of cash flows
for the year ended 31 December 2025
A. Reconciliation of profit before income tax to cash generated from
operations
2025 2024
£'000 £'000
Cash flows from operating activities
Profit before income tax 24,358 14,304
Depreciation of property, plant and equipment 242 221
Amortisation of intangibles 5,312 4,390
Amortisation of prepaid assisted acquisitions support 103 126
Amortisation of right-of-use assets 780 531
Loss/(profit) on disposal of assets 49 (46)
Share-based payments charge 2,213 875
Release of deferred consideration (1,350) -
Finance costs 1,195 1,195
Finance income (329) (263)
Operating cash flow before changes in working capital 32,573 21,333
Increase in trade and other receivables (2,054) (1,775)
Increase/(decrease) in trade and other payables 1,061 (961)
Cash generated from operations 31,580 18,597
Analysis of net debt:
2024 From acquisitions New leases Cash flows Accrued interest 2025
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents (4,163) - - (6,722) - (10,885)
Lease liabilities 3,850 - 619 (1,096) 188 3,561
Debt due within one year 3,111 - - 3,000 121 6,232
Debt due after more than one year 10,111 - - (3,111) - 7,000
Adjusted net debt 12,909 - 619 (7,929) 309 5,908
2023 From acquisitions New leases Cash flows Accrued interest 2024
£'000 £'000 £'000 £'000 £'000 £'000
Cash and cash equivalents (7,642) (2,148) - 5,627 - (4,163)
Lease liabilities 2,042 789 1,598 (712) 133 3,850
Debt due within one year 2,500 - - 611 - 3,111
Debt due after more than one year - - - 10,111 - 10,111
Adjusted net debt (3,100) (1,359) 1,598 15,637 133 12,909
Company statement of cash flows
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
Cash (used in)/generated from operations B (1,761) 5,815
Interest paid (881) (659)
Net cash (used in)/generated from operating activities (2,642) 5,156
Cash flows from investing activities
Purchase of Belvoir Group net of cash acquired - (3,737)
Purchase of GPEA net of cash acquired (3,650) (14,398)
Acquisition-related costs - (2,303)
Purchase of intangible assets (142) -
Purchase of tangible assets - (82)
Equity dividends received 17,550 14,850
Interest received 107 -
Net cash generated from/(used in) investing activities 13,865 (5,670)
Cash flows from financing activities
Issue of ordinary shares - 14
Equity dividends paid (12,014) (9,012)
Sale/(purchase) of shares by Employee Benefit Trust 1,556 (3,412)
Bank loan and RCF drawn 6,500 20,000
Bank loan and RCF repaid (6,611) (9,278)
Principal paid on lease liabilities (26) -
Interest paid on lease liabilities (1) -
Net cash used in financing activities (10,596) (1,688)
Increase/(decrease) in cash and cash equivalents 627 (2,202)
Cash and cash equivalents at beginning of year 135 2,337
Cash and cash equivalents at end of year 762 135
Notes to the Company statement of cash flows
for the year ended 31 December 2025
B. Reconciliation of profit before income tax to cash generated from
operations
2025 2024
£'000 £'000
Cash flows from operating activities
Profit before income tax 14,324 10,234
Depreciation of property, plant and equipment 20 5
Amortisation of intangibles 14 -
Amortisation of right-of-use assets 23 -
Share-based payments charge 939 584
Release of deferred consideration (1,350) -
Finance costs 1,017 1,062
Finance income (107) -
Equity dividend received (17,550) (14,850)
Operating cash flow before changes in working capital (2,670) (2,965)
(Increase)/decrease in trade and other receivables (1,173) 329
Increase in trade and other payables 2,082 8,451
Cash (used in)/generated from operations (1,761) 5,815
Analysis of net debt:
2024 Non-cash flows Cash flows Accrued interest 2025
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents (135) - (627) - (762)
Lease liabilities - 51 (27) 1 25
Debt due within one year 3,111 - 3,000 121 6,232
Debt due after more than one year 10,111 - (3,111) - 7,000
Adjusted net debt 13,087 51 (765) 122 12,495
2023 Non-cash flows Cash flows Accrued interest 2024
£'000 £'000 £'000 £'000 £'000
Cash and cash equivalents (2,337) - 2,202 - (135)
Debt due within one year 2,500 - 611 - 3,111
Debt due after more than one year - - 10,111 - 10,111
Adjusted net debt 163 - 12,924 - 13,087
Notes to the consolidated and Company financial statements
for the year ended 31 December 2025
1. General information
The principal activity of The Property Franchise Group PLC and its
subsidiaries is that of a UK residential property franchise, licensing and
financial services business. The Group operates in the UK. The Company is a
public limited company incorporated and domiciled in the UK and listed on AIM.
The address of its head office and registered office is 2 St Stephen's Court,
St Stephen's Road, Bournemouth, Dorset BH2 6LA, UK.
2. Basis of preparation
These consolidated financial statements have been prepared in accordance with
UK adopted international accounting standards and, as regards the Parent
Company financial statements, as applied in accordance with the provisions of
the Companies Act 2006. The consolidated financial statements have been
prepared under the historical cost convention modified to include the
revaluation of certain investments at fair value.
The preparation of financial statements in accordance with UK adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements, are
disclosed in note 5.
The presentational currency of the financial statements is in British pounds
and amounts are rounded to the nearest thousand pounds.
Going concern
The Group has produced detailed budgets, projections and cash flow forecasts.
These have been stress tested to understand the impacts of reductions in
revenue and costs. The Directors have concluded after reviewing these budgets,
projections and forecasts, and making appropriate enquiries of the business,
that there is a reasonable expectation that the Group has adequate resources
to continue in operation for the foreseeable future and will meet the banking
covenants required by the facility drawn down in May 2024. Accordingly, they
have adopted the going concern basis in preparing the financial statements.
Changes in accounting policies
a) New standards, amendments and interpretations effective from 1 January 2025
· IAS 21 Lack of Exchangeability (effective 1 January 2025)
The amendment listed above does not have any material impact on the amounts
recognised in the prior periods and is not expected to significantly affect
the current or future periods.
b) New standards, amendments and interpretations not yet effective
· Classification and Measurement of Financial Instruments - Amendments to
IFRS 9 and IFRS 7 (effective 1 January 2026)
· Contracts Referencing Nature-dependent Electricity - Amendments to IFRS 9
and IFRS 7 (effective 1 January 2026)
· Annual improvements to IFRS Accounting Standards - Volume 11 (effective 1
January 2026)
· IFRS 18 Presentation and Disclosure in Financial Statements (effective 1
January 2027)
· IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective
1 January 2027)
The Directors are still assessing the impact of IFRS 18. The Directors do not
expect the adoption of the remaining amendments to have a material impact in
future periods.
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of consolidation
The Group financial statements include those of the Parent Company and its
subsidiaries, drawn up to 31 December 2025. Subsidiaries are all entities over
which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the
entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control
ceases.
The Group applies the acquisition method to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities incurred to the former
owners of the acquiree and the equity interests issued by the Group.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date. Acquisition-related costs are expensed as incurred.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
When necessary, amounts reported by subsidiaries have been adjusted to conform
to the Group's accounting policies.
3. Significant accounting policies
Revenue recognition
Performance obligations and the timing of revenue recognition
Revenue represents income, net of VAT, from the sale of franchise agreements,
resale fees, Management Service Fees ("MSF") levied to franchisees monthly
based on their turnover, lettings and residential sales income from a small
number of owned offices, licence fees levied to Fine & Country licensees
monthly, membership fees levied to The Guild members monthly, financial
services commissions in respect of mortgages and income protection products,
and other income being the provision of ad hoc services and ongoing support to
franchisees, licensees and members.
Franchising division
Franchises excluding EweMove:
Fees from the sale of franchise agreements are not refundable. These fees are
for the use of the brand along with initial training and support and promotion
during the opening phase of the new office. As such, the Group has some
initial obligations that extend beyond the receipt of funds and signing of the
franchise agreement so an element of the fee is deferred and released as the
obligations are discharged, usually between one to four months after receipt
of funds, which is the typical period of on-boarding for new franchisees.
Resale fees are recognised in the month that a contract for the resale of a
franchise is signed. Upon signing of the contract all obligations have been
completed.
Management Service Fees are recognised on a monthly basis and other income is
recognised when the services and support are provided to the franchisee. There
are no performance obligations associated with levying the Management Service
Fees beyond providing access to the systems, brand and marketing support. For
ad hoc services and support, all performance obligations have been fulfilled
at the time of revenue recognition.
EweMove:
Fees from the sale of franchise agreements for the EweMove brand are not
refundable. Some new franchisees pay a higher fee to include the first 12
months' licence fee; in this scenario, the licence fee element of the initial
fee is deferred and released over the first 12 months of trading of the
franchise where no monthly licence fees are payable. The franchise fee is for
the use of the brand along with initial support and promotion during the
opening phase of the new franchise. As such, the Group has some initial
obligations that extend beyond the receipt of funds and signing of the
franchise agreement so an element of the fee is deferred and released as the
obligations are discharged, usually between one to four months after receipt
of funds, which is the typical period of on-boarding for new franchisees.
Management Service Fees consist of monthly licence fees and completion fees.
Licence fees are recognised on a monthly basis, completion fees are recognised
when sales or lettings transactions complete and other income is recognised
when the services and support are provided to the franchisee. There are no
additional performance obligations associated with levying the licence fee and
completion fees beyond providing access to the systems, brand and marketing
support. For ad hoc services and support, all performance obligations have
been fulfilled at the time of revenue recognition.
Owned offices:
Revenue from the sale of residential property is recognised, net of VAT, at
the point the Group has performed its performance obligation to see the
transaction through to the exchange of contracts between a buyer and a vendor.
Revenue from lettings represents commission earned from operating as a
lettings agent, net of VAT. Where the performance obligation relates to the
letting of a property, the revenue is recognised at the point the property has
been let. Where the performance obligation relates to the management of a
lettings property, revenue is recognised over the period the property is
managed.
Financial Services commissions:
Financial Services commissions received are recognised upon receipt, being a
point in time when the Group has met its obligations in delivering a customer
to the mortgage and/or insurance partners. A provision is made for the best
estimate of future clawbacks resulting from insurance policies being
subsequently cancelled. There is no VAT applicable to Financial Services
commissions.
Licensing division:
Licence fees and membership fees are recognised on a monthly basis and other
income is recognised when the services and support are provided to the
licensee/member. There are no performance obligations associated with levying
the licence and membership fees. For ad hoc services and support, all
performance obligations have been fulfilled at the time of revenue
recognition.
Rental income:
Rental income represents rent received from short-term licensing arrangements
entered into to make use of a small amount of vacant office space. The Group's
obligation is to provide office accommodation through the period of the
licence. Revenue is recognised over the period of the licence.
Operating profit
Profit from operations is stated before finance income, finance costs, other
gains and losses and tax expense.
Business combinations
On the acquisition of a business, fair values are attributed to the
identifiable assets and liabilities and contingent liabilities unless the fair
value cannot be measured reliably, in which case the value is subsumed into
goodwill. Where the fair values of acquired contingent liabilities cannot be
measured reliably, the assumed contingent liability is not recognised but is
disclosed in the same manner as other contingent liabilities.
Goodwill is the difference between the fair value of the consideration and the
fair value of identifiable assets acquired. Goodwill arising on acquisitions
is capitalised and subject to an impairment review, both annually and when
there is an indication that the carrying value may not be recoverable.
Intangible assets
Intangible assets with a finite life are carried at cost less amortisation and
any impairment losses. Intangible assets represent items which meet the
recognition criteria of IAS 38, in that it is probable that future economic
benefits attributable to the assets will flow to the entity and the cost can
be measured reliably.
In accordance with IFRS 3 Business Combinations, an intangible asset acquired
in a business combination is deemed to have a cost to the Group of its fair
value at the acquisition date. The fair value of the intangible asset reflects
market expectations about the probability that the future economic benefits
embodied in the asset will flow to the Group.
Amortisation charges are included in administrative expenses in the Statement
of Comprehensive Income. Amortisation begins when the intangible asset is
first available for use and is provided at rates calculated to write off the
cost of each intangible asset over its expected useful life, on a
straight-line basis, as follows:
Brands - CJ Hole, Parkers, Ellis & Co Indefinite life
Brands - EweMove 21 years
Brands - Hunters, Country Properties, Mullucks, Belvoir, Northwood, Newton 20 years
Fallowell, Nicholas Humphreys, Lovelle, Mr & Mrs Clarke, The Guild of
Property Professionals and Fine & Country
Customer lists - lettings books 12 years
Licence and member agreements - The Guild of Property Professionals and Fine 21 years
& Country
Master franchise agreements - Whitegates, CJ Hole, Parkers, Ellis & Co 25 years
Master franchise agreements - Hunters, Country Properties, Mullucks, Belvoir, 21 years
Northwood, Newton Fallowell, Nicholas Humphreys, Lovelle, Clarke &
Partners
Master franchise agreements - EweMove 15 years
Technology - Ewereka 5 years
Technology - websites, CRM system and software 3-5 years
Acquired trade names are identified as separate intangible assets where they
can be reliably measured by valuation of future cash flows. The trade names CJ
Hole, Parkers and Ellis & Co are assessed as having indefinite lives due
to their long trading histories.
Acquired customer lists are identified as a separate intangible asset as they
are separable and can be reliably measured by valuation of future cash flows.
This valuation also assesses the life of the particular relationship. The life
of the relationship is assessed annually.
Acquired master franchise agreements, licence agreements and member agreements
(collectively referred to as "customer relationships") are identified as a
separate intangible asset as they are separable and can be reliably measured
by valuation of future cash flows. The life of the relationship is assessed
annually. The agreements are being written off over an expected useful life of
15-25 years as historical analysis shows that, on average, 4%-10% of
franchises/licensees/members will change ownership per annum.
Subsequent to initial recognition, intangible assets are stated at deemed cost
less accumulated amortisation and impairment charges, with the exception of
indefinite life intangibles.
Impairment of non-financial assets
In respect of goodwill and intangible assets that have indefinite useful
lives, management is required to assess whether the recoverable amount of each
exceeds their respective carrying value at the end of each accounting period.
In respect of intangible assets with definite lives, management is required to
assess whether the recoverable amount exceeds the carrying value where an
indicator of impairment exists at the end of each accounting period.
The recoverable amount is the higher of fair value less costs to sell and
value in use.
Impairment losses represent the amount by which the carrying value exceeds the
recoverable amount; they are recognised in the income statement. Impairment
losses recognised in respect of cash generating units are allocated first to
reduce the carrying amount of any goodwill allocated to the cash generating
unit and then to reduce the carrying amount of the other assets in the unit on
a pro rata basis. Where an indicator of impairment exists against a definite
life asset and a subsequent valuation determines there to be impairment, the
intangible asset to which it relates is impaired by the amount determined.
An impairment loss in respect of goodwill is not reversed should the valuation
subsequently recover. In respect of other assets, an impairment loss is
reversed if there has been a change in the estimates used to determine the
recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
Investment in subsidiaries
Investments in subsidiaries are stated in the Parent Company's balance sheet
at cost less any provisions for impairments.
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition less
accumulated depreciation and impairment losses. Depreciation is charged to
write off the costs of assets over their estimated useful lives on the
following bases:
Freehold property and short leasehold improvements Over the lease term
Office equipment and fixtures and fittings 10 - 33% straight line
Motor vehicles 25 - 33% straight line
Right-of-use assets
Right-of-use assets relate to operating leases that have been brought onto the
balance sheet under IFRS 16. They are initially measured at the amount of the
lease liability, reduced for any lease incentives received, and increased for:
• lease payments made at or before commencement of the
lease;
• initial direct costs incurred; and
• the amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement, right-of-use assets are amortised on a
straight-line basis over the remaining term of the lease or over the remaining
economic life of the asset if, rarely, this is judged to be shorter than the
lease term.
Lease liabilities
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease
liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are
expensed in the period to which they relate.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made.
Prepaid assisted acquisitions support
Prepaid assisted acquisitions support represents amounts payable to
franchisees in relation to their acquisition of qualifying managed property
portfolios and amounts payable to brokers for assisting with the acquisition
of those portfolios. The payments are recognised as an asset and amortised to
the profit and loss account over five years. The amounts payable to
franchisees are amortised as a reduction in revenue, whereas amounts payable
to brokers are amortised through cost of sales.
Income taxes
Income tax currently payable is calculated using the tax rates in force or
substantively enacted at the reporting date. Taxable profit differs from
accounting profit either because some income and expenses are never taxable or
deductible, or because the time pattern that they are taxable or deductible
differs between tax law and their accounting treatment.
The tax expense for the period comprises current and deferred tax. Tax is
recognised in profit or loss, except if it arises from transactions or events
that are recognised in other comprehensive income or directly in equity.
Deferred tax
Deferred income taxes are calculated using the liability method on temporary
differences, at the tax rate that is substantively enacted at the balance
sheet date. Deferred tax is generally provided on the difference between the
carrying amount of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on
the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit. Tax
losses available to be carried forward as well as other income tax credits to
the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date. Changes in deferred tax assets or liabilities are
recognised as a component of the tax expense in the income statement. For
share-based payments the deferred tax credit is recognised in the income
statement to the extent that it offsets the share-based payments charge, with
any remaining element after offset being shown in the Statement of Changes in
Equity.
Financial assets
The Group and Company only have financial assets comprising trade and other
receivables and cash and cash equivalents in the Consolidated Statement of
Financial Position.
These assets arise principally from the provision of goods and services to
customers (e.g. trade receivables) but also incorporate other types of
financial assets where the objective is to hold these assets in order to
collect contractual cash flows and the contractual cash flows are solely
payments of principal and interest. They are initially recognised at fair
value plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents are defined as cash balances in hand and in the bank
(including short-term cash deposits).
Loans to franchisees
Impairment provisions against loans to franchisees are recognised based on an
expected credit loss model. The methodology used to determine the amount of
provision is based on whether there has been a significant increase in credit
risk since initial recognition of these financial assets and is calculated by
considering the cash shortfalls that would be incurred and probability of
these cash shortfalls using the Group's model. Where a significant increase in
credit risk is identified, lifetime expected credit losses are recognised;
alternatively, if there has not been a significant increase in credit risk, a
12-month expected credit loss is recognised. Such provisions are recorded in a
separate allowance account with the loss being recognised within operating
expenses in the Statement of Comprehensive Income. On confirmation that the
franchisee loan will not be collectable, the gross carrying value of the asset
is written off against the associated provision.
UIC debtor
The Group recognises amounts withheld by Mortgage Advice Bureau from weekly
commission payments in respect of unearned indemnity commission as a financial
asset. This financial asset has no credit terms and management assesses that
the credit risk and probability of default are low. As such no provision for
impairment is made. On a weekly basis the estimated clawback of commission
recoverable from our advisers arising on the cancellation of life assurance
policies within four years of inception is accounted for within other debtors.
An assessment is made on the recoverability of these amounts and the Board has
determined the expected credit loss within 12 months to be insignificant.
Impairment of financial assets
Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process, the probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being
recognised within administrative expenses in the Consolidated Statement of
Comprehensive Income. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the
associated provision.
Impairment provisions for receivables from related parties and loans to
related parties are recognised based on a forward-looking expected credit loss
model. The methodology used to determine the amount of the provision is based
on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those where the credit risk has not
increased significantly since initial recognition of the financial asset,
12-month expected credit losses along with gross interest income are
recognised. For those for which credit risk has increased significantly,
lifetime expected credit losses along with the gross interest income are
recognised. For those that are determined to be credit impaired, lifetime
expected credit losses along with interest income on a net basis are
recognised.
Financial liabilities
Financial liabilities comprise trade and other payables, borrowings and other
short-term monetary liabilities, which are recognised at amortised cost.
Trade payables, other payables and other short-term monetary liabilities are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the income statement over the period of the borrowings
using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred
until the draw-down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised over the
period of the facility to which it relates.
UIC refund liability
As there is a potential for clawback on financial services commissions,
revenue is recognised only to the extent that it is highly probable that it
will not reverse in future periods. The unearned indemnity commission ("UIC")
refund liability is recognised for indemnity commission if the highly probable
test for revenue recognition has not been met. A refund liability is made
against new written policies on a weekly basis to reflect the estimated
clawback by Mortgage Advice Bureau (Holdings) PLC. These clawbacks arise on
the cancellation of life assurance policies within four years following
inception.
Share-based payments
The Group and Company issue equity-settled share-based payments to employees.
Equity-settled share-based payments are measured at fair value at the date of
grant. The fair value determined at the grant date of the equity-settled
share-based payments is amortised through the Consolidated Statement of
Comprehensive Income over the vesting period of the options, together with a
corresponding increase in equity, based upon the Group and Company's estimate
of the shares that will eventually vest.
Fair value is measured using the Black Scholes option pricing model taking
into account the following inputs:
• the exercise price of the option;
• the life of the option;
• the market price on the date of the grant of the option;
• the expected volatility of the share price; and
• the risk free interest rate for the life of the option.
The expected life used in the model has been adjusted, based on management's
best estimate, for the effects of non-transferability, exercise restrictions
and behavioural considerations.
At the end of each reporting period, the Group and Company revise their
estimates of the number of options that are expected to vest based on the
non-market conditions and recognise the impact of the revision to original
estimates, if any, in the income statement, with a corresponding adjustment to
equity.
4. Critical accounting estimates and judgements and key sources of estimation
uncertainty
The Company makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.
Intangible assets recognised on acquisition and their valuation
When valuing the intangibles acquired in a business combination, management
estimates the expected future cash flows from the asset and chooses a suitable
discount rate in order to calculate the present value of those cash flows.
Separable intangibles valued on acquisitions made in the year were £nil
(2024: £77.8m) as detailed further in note 15 and note 32.
Impairment of intangible assets
The Group is required to test, where indicators of impairment exist or there
are intangible assets with indefinite lives, whether intangible assets have
suffered any impairment. The recoverable amount is determined based on value
in use calculations. The use of this method requires the estimation of future
cash flows and the choice of a discount rate in order to calculate the present
value of the cash flows. Key assumptions for the value in use calculation are
described in note 15.
Recoverability of loans to franchisees
The recoverability of loans to franchisees is assessed by management by
assessing the credit risk of each loan. A Board approved model is used to
determine if there has been a significant increase in credit risk by comparing
the carrying value of the loan to the underlying valuation of the franchisee
using a revenue multiple and an assessment of current trading performance. The
multiple is determined by historical data.
UIC refund liability
The refund liability relates to the estimated value of repaying commission
received upfront on life assurance policies that may lapse in a period of up
to four years following inception. The potential liability for unearned
indemnity commission is assessed by management based on an estimation of the
level of policy cancellation and the associated clawback of commission. The
estimate is based on historical trends of cancellation in different scenarios,
and the liability is calculated as the sum of the range of probabilities of
clawback in the different scenarios.
Share-based payment charge ("SBPC")
The aggregate fair value expense of each grant is determined through using the
Black Scholes model and an estimate for the attainment of the performance
conditions, where they exist. All the options granted have a non-market-based
performance condition, earnings per share, and a market-based performance
condition, total shareholder return.
In order to estimate the likely achievement of the performance conditions,
management has used the actual results for FY25, the budget for FY26 and
projections of earnings for future years as well as taking into account
available market data, performance trends and listed company valuation
metrics.
The share-based payment charge in relation to the performance-based options
granted in 2023 assumes that performance will generate vesting of 100% (2024:
75%) of the maximum number of shares available under those options. The
cumulative charge is £0.4m (2024: £0.2m). If the adjusted EPS performance
condition was not achieved at all, so 0%, the cumulative charge would decrease
by £0.4m.
The share-based payment charge in relation to the performance-based options
granted in 2024 assumes that performance will generate vesting of 60% (2024:
20%) of the maximum number of shares available under those options. The
cumulative charge is £1.4m (2024: £0.1m). If the adjusted EPS performance
condition was 100% achieved, the cumulative charge would increase by £1.0m
(2024: £0.6m); if the adjusted EPS performance condition was not achieved, so
0%, the cumulative charge would decrease by £1.4m (2024: £0.1m).
The share-based payment charge in relation to the performance-based options
granted in 2025 assumes that performance will generate vesting of 87% of the
maximum number of shares available under those options. The charge is £0.7m.
If the adjusted EPS performance condition was 100% achieved, the cumulative
charge would increase by £0.1m and if the adjusted EPS performance condition
was not achieved, so 0%, the cumulative charge would decrease by £0.7m.
5. Prior period adjustment
The comparative figures on the Company Statement of Financial Position have
been restated for a transposition adjustment between current and non-current
borrowings. This has resulted in a decrease to the Company's current
borrowings of £7m and an increase to the Company's non-current borrowings of
£7m.
There was no impact on the Group's financial statements, the Company Statement
of Comprehensive income or the Company's net assets.
6. Segmental reporting
The Directors consider there to be three operating segments in both 2025 and
2024, being Franchising, Financial Services and Licensing.
For the year ended 31 December 2025:
Franchising Financial Licensing Total
£'000 Services £'000 £'000
£'000
Revenue 47,451 24,177 12,636 84,264
Segment profit before tax 27,902 4,243 3,491 35,636
PLC central overheads (3,879)
Exceptional administrative expenses (449)
Amortisation on acquired intangibles (5,221)
Share-based payments charge (2,213)
Finance costs and income (866)
Other gains and losses 1,350
Profit before tax 24,358
For the year ended 31 December 2024:
Property Financial Licensing Total
Franchising Services £'000 £'000
£'000 £'000
Revenue 40,899 19,202 7,209 67,310
Segment profit before tax 22,380 3,269 1,784 27,433
PLC central overheads (4,373)
Exceptional administrative expenses (2,720)
Amortisation on acquired intangibles (4,228)
Share-based payments charge (875)
Finance costs and income (933)
Other gains and losses -
Profit before tax 14,304
There was no inter-segment revenue in any period.
7. Revenue
2025 2024
£'000 £'000
Property Franchising segment: 32,388 28,321
Management Service Fees
Owned offices - lettings and sales fees 7,761 6,987
Franchise sales, support and other services 7,302 5,591
47,451 40,899
Financial Services segment:
Financial Services commissions 24,177 19,202
24,177 19,202
Licensing segment:
Licence and membership fees 9,353 5,240
Support and other services 3,283 1,969
12,636 7,209
84,264 67,310
All revenue is earned in the UK and no customer represents greater than 10% of
total revenue in either of the years reported.
See note 20 for details of accrued income and note 26 for details of deferred
income.
See note 18 for the value of prepaid assisted acquisitions support amortised
as a deduction from Management Service Fees.
8. Administrative expenses
Administrative expenses relate to those expenses that are not directly
attributable to any specific sales activity.
Administrative expenses for the year were as follows:
2025 2024
£'000 £'000
Employee costs 16,112 13,940
Marketing and digital costs 2,187 2,151
Depreciation and amortisation 6,437 5,140
Other administrative costs 3,972 4,908
Administrative expenses 28,708 26,139
Exceptional legal and professional costs in relation to the acquisitions in 128 2,303
the year
Exceptional staff costs 321 417
Exceptional administrative expenses 449 2,720
Share-based payments charge 2,213 875
Total administrative expenses 31,370 29,734
9. Employees and Directors
Average numbers of employees (including Executive Directors), employed during
the year:
Group Company
2025 2024 2025 2024
Administration 316 288 - -
Management 33 28 2 2
349 316 2 2
Employee costs (including Directors) during the year amounted to:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Wages and salaries 16,988 15,501 2,161 1,983
Social security costs 2,567 2,367 817 620
Pension costs 595 436 121 58
Private medical insurance 148 94 20 -
20,298 18,398 3,119 2,661
Share-based payments charge 2,213 875 939 584
Key management personnel is defined as Executive Directors. Details of the
remuneration of the key management personnel are shown below:
2025 2024
£'000 £'000
Wages and salaries 1,265 1,767
Social security costs 185 216
Pension costs 73 70
1,523 2,053
Share-based payments charge 1,186 584
The number of Directors to whom retirement benefits accrued under defined
contributions schemes was three (2024: three).
Details of the remuneration of the highest paid Director are shown below:
2025 2024
£'000 £'000
Wages and salaries 600 607
Social security costs 88 84
Pension costs 30 30
718 721
Share-based payments charge 872 288
Further details of the Directors' emoluments are disclosed in the Directors'
Remuneration Report on pages 49 to 52 in the Annual Report. The share-based
payments charge for the current year has been charged to the Statement of
Comprehensive Income.
10. Breakdown of income and expenses by nature
2025 2024
£'000 £'000
The operating profit is stated after charging:
Depreciation 242 221
Amortisation - intangibles 5,312 4,390
Amortisation - prepaid assisted acquisitions support 103 126
Amortisation - leases 780 531
Share-based payments charge 2,213 875
Auditor's remuneration (see below) 293 307
Staff costs (note 9) 20,298 18,398
Audit services
- Audit of the Company and consolidated accounts 293 307
293 307
Other operating income of £0.46m (2024: £nil) relates to income received for
the sale of corporate offices and franchisee incentives repaid.
11. Finance income and costs
2025 2024
£'000 £'000
Finance income:
Bank interest 133 28
Other similar income 196 234
329 262
2025 2024
£'000 £'000
Finance costs:
Bank interest 871 871
Interest expense on lease liabilities 188 133
Unwinding of discounting on deferred consideration 136 191
1,195 1,195
12. Taxation
2025 2024
£'000 £'000
Current tax 7,109 4,980
Adjustments in respect of previous periods (161) -
Current tax total 6,948 4,980
Deferred tax on acquired business combinations (1,275) (1,075)
Deferred tax on share-based payments (377) 316
Deferred tax - other (12) (49)
Deferred tax total (1,664) (808)
Total tax charge in Statement of Comprehensive Income 5,284 4,172
The tax rate assessed for the period is lower (2024: higher) than the standard
rate of corporation tax in the UK. The difference is explained below.
2025 2024
£ £
Profit on ordinary activities before tax 24,358 14,304
Profit on ordinary activities multiplied by the effective standard rate of 6,090 3,576
corporation tax in the UK of 25% (2024: 25%)
Effects of:
Acquisition-related costs not deductible for tax purposes 32 576
Other costs not deductible for tax purposes 39 1,152
Income not taxable (476) -
Depreciation in excess of capital allowances 75 38
Deferred tax provision - (808)
Exercise of share options (315) (362)
Adjustments in respect of previous periods (161) -
Total tax charge in respect of continuing activities 5,284 4,172
13. Earnings per share
Earnings per share is calculated by dividing the profit for the financial year
by the weighted average number of shares during the year.
2025 2024
£'000 £'000
Profit for the financial year attributable to owners of the Parent 19,048 10,192
Amortisation on acquired intangibles 5,221 4,228
Share-based payments charge 2,213 875
Exceptional costs 449 2,720
Unwinding of discounting on acquisition deferred consideration 136 191
Gain on revaluation of listed investment (1,350) -
Adjusted profit for the financial year 25,717 18,206
Weighted average number of shares
Number used in basic earnings per share 63,752,008 57,477,151
Dilutive effect of share options on ordinary shares 52,399 419,881
Number used in diluted earnings per share 63,804,407 57,897,032
Basic earnings per share 29.9p 17.7p
Diluted earnings per share 29.9p 17.6p
Adjusted basic earnings per share 40.3p 31.7p
Adjusted diluted earnings per share 40.3p 31.4p
There were options over 2,564,461 ordinary shares outstanding at 31 December
2025: 2,155,000 had not vested and have performance conditions which determine
whether they vest or not in future; 227,000 do not have performance conditions
but their exercise price is higher than the share price at 31 December 2025;
and 182,461 options under the 2023 scheme will vest in full based on these
financial statements. The average share price during the year ended 31
December 2025 was above the exercise price of the 182,461 options that are due
to vest based on these financial statements; for this reason, in 2025 there is
a dilutive effect of share options on the earnings per share calculation for
any share options expected to vest above the number of un-allocated shares
already in issue.
There were options over 2,081,953 ordinary shares outstanding at 31 December
2024: 1,450,953 had not vested and have performance conditions which determine
whether they vest or not in future; 210,000 do not have performance conditions
but their exercise price is higher than the share price at 31 December 2024;
and 421,000 options under the 2022 scheme will vest in full based on these
financial statements. The average share price during the year ended 31
December 2024 was above the exercise price of the 421,000 options that are due
to vest based on these financial statements; for this reason, in 2024 there is
a dilutive effect of share options on the earnings per share calculation.
14. Dividends
2025 2024
£'000 £'000
Second interim dividend for prior year
No dividends paid (2024: 2p per share paid 2 February 2024) - 642
Final dividend for prior year
12.0p per share paid 2 June 2025 (2024: 7.4p per share paid 12 June 2024) 7,561 4,600
Interim dividend for current year
7.0p per share paid 3 October 2025 (2024: 6.0p per share paid 4 October 2024) 4,453 3,770
Total dividend paid 12,014 9,012
The Directors propose a final dividend for 2025 of 15p per share totalling
£9.6m, which they expect will be paid on 1 June 2026. As this is subject to
approval by the shareholders, no provision has been made for this in these
financial statements.
15. Intangible assets
Customer Brands Technology Customer Goodwill Total
relationships £'000 £'000 lists £'000 £'000
£'000 £'000
Cost
Brought forward at 1 January 2024 18,592 5,032 790 3,573 23,319 51,306
Acquisitions (note 32) 62,751 11,029 181 1,249 65,416 140,626
Additions - - - 27 - 27
Disposals - - - (30) - (30)
Carried forward 31 December 2024 81,343 16,061 971 4,819 88,735 191,929
Additions - 13 142 - - 155
Other movement - - - - (934) (934)
Disposals - - - (70) - (70)
Carried forward 31 December 2025 81,343 16,074 1,113 4,749 87,801 191,080
Amortisation and impairment
Brought forward at 1 January 2024 5,217 910 435 987 - 7,549
Charge for the year 3,271 622 139 358 - 4,390
Amortisation on disposals - - - (11) - (11)
Carried forward 31 December 2024 8,488 1,532 574 1,334 - 11,928
Charge for the year 3,913 772 125 502 - 5,312
Amortisation on disposals - - - (32) - (32)
Carried forward 31 December 2025 12,401 2,304 699 1,804 - 17,208
Net book value
At 31 December 2025 68,942 13,770 414 2,945 87,801 173,872
At 31 December 2024 72,855 14,529 397 3,485 88,735 180,001
At 31 December 2023 13,375 4,122 355 2,586 23,319 43,757
The carrying amount of goodwill relates to nine (2024: nine) cash generating
units and reflects the difference between the fair value of consideration
transferred and the fair value of assets and liabilities purchased.
Other movement in the year ended 31 December 2025 relates to a revision of the
goodwill allocation of Belvoir Group PLC.
The amortisation charge is included within administrative expenses in the
Statement of Comprehensive Income.
Business combination completed in March 2024 - Belvoir Group PLC
Details of the acquisition of Belvoir Group PLC can be found in note 32.
Two cash generating units were identified: Belvoir Group Franchising and
Belvoir Group Financial Services. The purchase consideration was allocated
between the CGUs based on their relative earnings before interest and tax
("EBIT").
Belvoir Group Franchising CGU:
The value of the master franchise agreement was based on the value of the cash
flows derived from the actual revenue and operating margins for 2024,
projections of revenue through to 2045 applying historic attrition rates of 5%
and growth rates of 3-5% until 2028 and 2% thereafter. The revenue streams
represent the return from all the assets employed in generating those
revenues. Thus, to value the franchise rights separately, the fair value and
expected rate of return of these other assets, known as the contributory asset
charge, were determined and deducted.
A discount rate of 9.4% was applied which represented a reduction on the
company's WACC as the risk profile of the master franchise rights was seen as
slightly less than that of the overall company. The resulting present value
was not increased by the tax adjusted benefit as the amortisation of master
franchise rights are not deductible for UK corporation tax. The master
franchise rights are being amortised over 21 years. The period of amortisation
remaining at 31 December 2025 was 19 years 2 months (2024: 20 years 2 months).
The Belvoir Group brands were founded between 1995 - 2014 and have become
established as widely recognised brands within the lettings and estate agency
sector, which attract a significant number of franchise enquiries and have a
significant fixed element to their royalties. Management expects to derive
income from the brand for the next 20 years and, with this as the assets'
useful life, the period of amortisation remaining at 31 December 2025 was 18
years 2 months (2024: 19 years 2 months).
The Relief-from-Royalty-Method was used to value the brand name. Looking at
independent research of royalty rates and taking into account the factors
highlighted in the last paragraph, management selected a pre-tax royalty rate
of 5%.
The after tax royalty rate was then applied to the projected cash flows of the
brand up until December 2045, the projected cash flows being the forecast
growth in revenues of 3-5% until 2028 and 2% thereafter. The after tax cash
flows determined through this process were then discounted at 11.4%. This
discount rate approximated the company's WACC as the risk profile of the brand
names was seen as commensurate with that of the overall company.
The value of the lettings books was based on the value of the cash flows
derived from the actual revenue and operating margins for 2024, projections of
revenue through to 2036 applying historic attrition rates of 4% and growth
rates of 2%. The revenue streams represent the return from all the assets
employed in generating those revenues. Thus, to value the lettings books
separately, the fair value and expected rate of return of these other assets,
known as the contributory asset charge, were determined and deducted.
A discount rate of 9.4% was applied which represented a discount over the
company's WACC as the risk profile of the lettings books was seen as slightly
less than that of the overall company. The resulting present value was not
increased by the tax adjusted benefit as the amortisation of lettings books
are not deductible for UK corporation tax. The lettings books is being
amortised over 12 years. The period of amortisation remaining at 31 December
2025 was 10 years 2 months (2024: 11 years 2 months).
Impairment review:
Goodwill is assessed for impairment by comparing the carrying value to the
value in use calculations. The value in use of the goodwill arising on the
acquisition of Belvoir Franchising is based on the cash flows derived from the
budgeted revenues and operating margins for 2026 and projected revenue growth
of 2% thereafter using a terminal growth calculation.
The cash flows arising were discounted by 12.04% based on the weighted average
cost of capital for Belvoir Group. This resulted in a total value for the
company of the identifiable intangible assets that exceeded the carrying
values of the company's goodwill.
The carrying value of Belvoir Franchising was £89.4m at 31 December 2025
whereas the recoverable amount was assessed to be £93.2m at the same date.
Headroom of £3.8m therefore existed at the year end.
The Directors do not consider goodwill to be impaired.
The useful life of the master franchise agreements and brand names has been
considered. There have been no significant changes since acquisition and as
such they remain unchanged.
The following table reflects the level of movements required in revenue or
costs which could result in a potential impairment per the value in use
calculation of goodwill. A further percentage (fall)/increase, of the
magnitude indicated in the table below, in any one of the key assumptions set
out above would result in a removal of the headroom in the value in use
calculation for goodwill in 2025. Thus, if the discount rate increased by 4%
to 12.52%, an impairment change would result against goodwill, all other
assumptions remaining unchanged.
Assumption Judgement Sensitivity
Discount rate Weighted average cost of capital used of 12.04% 4%
Revenue - all years Growth rate of 2% (27%)
Indirect costs - all years Assumed to be 29% of revenue 10%
Belvoir Group Financial Services CGU:
Goodwill on acquisition was £26.9m and there were no identifiable intangible
assets arising from legal or contractual rights, which is consistent with
other financial services business acquisitions.
Impairment review:
Goodwill is assessed for impairment by comparing the carrying value to the
value in use calculations. The value in use of the goodwill arising on the
acquisition of Belvoir Financial Services is based on the cash flows derived
from the budgeted revenues and operating margins for 2026 and projected
revenue growth of 2% thereafter using a terminal growth calculation.
The cash flows arising were discounted at 12.04% based on the weighted average
cost of capital for Belvoir Group. This resulted in a total value for the
company of the identifiable intangible assets that exceeded the carrying
values of the company's goodwill.
The carrying value of Belvoir Financial Services was £28.5m at 31 December
2025 whereas the recoverable amount was assessed to be £30.0m at the same
date. Headroom of £1.5m therefore existed at the year end.
The Directors do not consider goodwill to be impaired.
The following table reflects the level of movements required in revenue or
costs which could result in a potential impairment per the value in use
calculation of goodwill. A further percentage (fall)/increase, of the
magnitude indicated in the table below, in any one of the key assumptions set
out above would result in a removal of the headroom in the value in use
calculation for goodwill in 2025. Thus, if the discount rate increased by 5%
to 12.64%, an impairment change would result against goodwill, all other
assumptions remaining unchanged.
Assumption Judgement Sensitivity
Discount rate Weighted average cost of capital used of 12.04% 5%
Revenue - all years Growth rate of 2% (36%)
Indirect costs - all years Assumed to be 9% of revenue 11%
Business combination completed in May 2024 - GPEA Limited
Details of the acquisition of GPEA Limited can be found in note 32.
The Directors consider that GPEA is a single CGU.
The value of the license and membership agreements was based on the value of
the cash flows derived from the actual revenue and operating margins for 2024,
projections of revenue through to 2045 applying historic attrition rates of
10% and growth rates of 3-4% until 2029 and 2% thereafter. The revenue streams
represent the return from all the assets employed in generating those
revenues. Thus, to value the licence and membership agreements separately, the
fair value and expected rate of return of these other assets, known as the
contributory asset charge, were determined and deducted.
A discount rate of 11.17% was applied. This discount rate approximated the
company's WACC as the risk profile of the license and membership agreements
was seen as commensurate with that of the overall company. The resulting
present value was not increased by the tax adjusted benefit as the
amortisation of customer relationships is not deductible for UK corporation
tax. The license and membership agreements are being amortised over 21 years.
The period of amortisation remaining at 31 December 2025 was 19 years 5 months
(2024: 20 years 5 months).
The Guild of Property Professionals brand was established in 1993 and Fine
& Country in 2001; they have become widely recognised brands within the
lettings and estate agency sector. Management expects to derive income from
the brands for the next 20 years and, with this as the assets' useful life,
the period of amortisation remaining at 31 December 2025 was 18 years 5 months
(2024: 19 years 5 months).
The Relief-from-Royalty-Method was used to value the brand name. Looking at
independent research of royalty rates and taking into account the factors
highlighted in the last paragraph, management selected a pre-tax royalty rate
of 5%.
The after tax royalty rate was then applied to the projected cash flows of the
brand up until December 2045, the projected cash flows being the forecast
growth in revenues of 3-4% until 2029 and 2% thereafter. The after tax cash
flows determined through this process were then discounted at 11.17%. This
discount rate approximated the company's WACC as the risk profile of the brand
names was seen as commensurate with that of the overall company.
Goodwill and indefinite life intangible assets
Goodwill and indefinite life intangible assets are carried at cost and are
tested annually for impairment by reference to the value of the relevant cash
generating unit ("CGU") and their recoverable amount. During the year,
goodwill was tested for impairment with no impairment charge arising.
The carrying values of goodwill and indefinite life intangibles are as
follows:
Goodwill Brands
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Xperience Franchising Limited 912 912 571 571
Whitegates Estate Agency Limited 401 401 - -
Martin & Co (UK) Limited 75 75 - -
EweMove Sales & Lettings Ltd 5,838 5,838 - -
Hunters Property Limited 15,871 15,871 - -
The Mortgage Genie Limited & The Genie Group UK Ltd 222 222 - -
Belvoir Group Franchising 31,007 31,511 - -
Belvoir Group Financial Services 26,480 26,910 - -
GPEA Limited 6,995 6,995 - -
87,801 88,735 571 571
Details of the impairment reviews and sensitivity analysis for Belvoir Group
Franchising and Belvoir Group Financial Services, the two cash generating
units identified as part of the Belvoir Group PLC acquisition in the prior
year, can be found in the section above.
For all other CGUs, sensitivity analysis has not been provided as the
Directors believe that no reasonably possible change in assumptions at the
year end would cause the value in use to fall below the carrying value and
hence impair the goodwill.
The carrying value of the GPEA CGU at 31 December 2025 was £23.3m and the
value in use was calculated as £34.4m, therefore headroom of £11.1m existed
at the year end.
The carrying value of the EweMove CGU at 31 December 2025 was £7.5m and the
value in use was calculated as £20.3m, therefore headroom of £12.8m existed
at the year end.
The carrying value of the Hunters CGU at 31 December 2025 was £27.9m and the
value in use was calculated as £41.5m, therefore headroom of £13.6m existed
at the year end.
Company
Technology Total
£'000 £'000
Cost
Brought forward at 1 January 2024 and 1 January 2025 - -
Additions 142 142
Carried forward 31 December 2025 142 142
Amortisation and impairment
Brought forward at 1 January 2024 and 1 January 2025 - -
Charge for the year 14 14
Carried forward 31 December 2025 14 14
Net book value
At 31 December 2025 128 128
At 31 December 2024 - -
At 31 December 2023 - -
The amortisation charge is included within administrative expenses in the
Statement of Comprehensive Income.
16. Property, plant and equipment
Group
Freehold Short Office Motor Fixtures and Total
property leasehold equipment vehicles fittings £'000
£'000 improvements £'000 £'000 £'000
£'000
Cost
Brought forward 1 January 2024 - 44 316 66 197 623
Acquisitions (note 32) 335 - 139 - 238 712
Additions - - 72 82 38 192
Disposals - - (8) - (24) (32)
Carried forward 31 December 2024 335 44 519 148 449 1,495
Additions - - 62 73 13 148
Disposals - (37) (112) - (37) (186)
Carried forward 31 December 2025 335 7 469 221 425 1,457
Depreciation
Brought forward 1 January 2024 - 44 264 14 120 442
Charge for year 17 - 100 21 83 221
Disposals - - (4) - (1) (5)
Carried forward 31 December 2024 17 44 360 35 202 658
Charge for year 11 - 100 55 76 242
Disposals - (37) (103) - (35) (175)
Carried forward 31 December 2025 28 7 357 90 243 725
Net book value
At 31 December 2025 307 - 112 131 182 732
At 31 December 2024 318 - 159 113 247 837
At 31 December 2023 - - 52 52 77 181
Company
Motor Total
vehicles £'000
£'000
Cost
Brought forward 1 January 2024 - -
Additions 82 82
Carried forward 31 December 2024 82 82
Additions - -
Disposals - -
Carried forward 31 December 2025 82 82
Depreciation
Brought forward 1 January 2024 - -
Charge for year 6 6
Carried forward 31 December 2024 6 6
Charge for year 20 20
Carried forward 31 December 2025 26 26
Net book value
At 31 December 2025 56 56
At 31 December 2024 76 76
At 31 December 2023 - -
The depreciation charge is included within administrative expenses in the
Statement of Comprehensive Income.
17. Leases
The Group has several operating leases relating to office premises and motor
vehicles. Under IFRS 16, which was adopted on 1 January 2019, these operating
leases are accounted for by recognising a right-of-use asset and a lease
liability.
Group
Right-of-use assets:
Land and Motor Total
buildings vehicles £'000
£'000 £'000
Brought forward 1 January 2024 1,514 11 1,525
Acquisitions (note 32) 389 400 789
Additions 1,424 237 1,661
Disposals (19) (72) (91)
Amortisation (432) (99) (531)
Carried forward 31 December 2024 2,876 477 3,353
Additions 576 85 661
Disposals (36) (6) (42)
Amortisation (587) (193) (780)
Carried forward 31 December 2025 2,829 363 3,192
Lease liabilities:
Land and Motor Total
buildings vehicles £'000
£'000 £'000
At 1 January 2024 2,042 - 2,042
Acquisitions (note 32) 400 389 789
Additions 1,430 237 1,667
Disposals (14) (55) (69)
Interest expenses 112 21 133
Lease payments (570) (142) (712)
Carried forward 31 December 2024 3,400 450 3,850
Additions 573 77 650
Disposals (109) (6) (115)
Interest expenses 165 23 188
Lease payments (812) (200) (1,012)
Carried forward 31 December 2025 3,217 344 3,561
Maturity
Current liability 652 150 802
Non-current liability 2,748 300 3,048
Carried forward 31 December 2024 3,400 450 3,850
Current liability 652 181 833
Non-current liability 2,565 163 2,728
Carried forward 31 December 2025 3,217 344 3,561
Company
Right-of-use assets:
Motor Total
vehicles £'000
£'000
Brought forward 1 January 2024 and 1 January 2025 - -
Additions 51 51
Amortisation (23) (23)
Carried forward 31 December 2025 28 28
Lease liabilities:
Motor Total
vehicles £'000
£'000
Brought forward 1 January 2024 and 1 January 2025 - -
Additions 44 44
Interest expenses 1 1
Lease payments (20) (20)
Carried forward 31 December 2025 25 25
Current liability 15 15
Non-current liability 10 10
Carried forward 31 December 2025 25 25
Group
2025 2024
£'000 £'000
Interest on lease liabilities 188 133
Expenses relating to short-term and low-value asset leases 24 21
18. Prepaid assisted acquisitions support
Group
Total
£'000
Cost
Brought forward 1 January 2024 1,383
Additions 114
Carried forward 31 December 2024 1,497
Additions 84
Disposals (593)
Carried forward 31 December 2025 988
Amortisation
Brought forward 1 January 2024 1,153
Charge for year - to revenue 115
Charge for year - to cost of sales 13
Carried forward 31 December 2024 1,281
Charge for year - to revenue 47
Charge for year - to cost of sales 56
Disposals (593)
Carried forward 31 December 2025 791
Net book value
At 31 December 2025 197
At 31 December 2024 216
At 31 December 2023 230
Cashback and broker's commission are presented as prepaid assisted
acquisitions support
The additions represent sums provided to franchisees that have made qualifying
acquisitions to grow their lettings portfolios. The cashback sum provided is
based on a calculation of the estimated increase in MSF as a result of the
acquisition and the sum provided for broker's commission is based on the
charge payable to the broker. In providing these sums, the Group ensures that
franchisees are contractually bound to the relevant franchisor for a period in
excess of that required for the economic benefits to exceed the sums provided.
Company
No prepaid assisted acquisitions support exists in the Parent Company.
19. Investments
Company
Shares in Group
undertakings
£'000
Cost
At 1 January 2024 60,966
Acquisition of Belvoir Group PLC 107,190
Acquisition of GPEA Limited 19,070
Acquisition-related costs 2,303
Capital contribution to subsidiaries - share options 291
At 31 December 2024 189,820
Capital contribution to subsidiaries - share options 1,274
At 31 December 2025 191,094
Net book value
At 31 December 2025 191,094
At 31 December 2024 189,820
At 31 December 2023 60,966
The Property Franchise Group PLC was incorporated on 7 October 2013. On 10
December 2013, a share for share exchange acquisition took place with Martin
& Co (UK) Limited; 17,990,000 ordinary shares in The Property Franchise
Group PLC were exchanged for 100% of the issued share capital in Martin &
Co (UK) Limited.
On 31 October 2014, the Company acquired the entire issued share capital of
Xperience Franchising Limited and Whitegates Estate Agency Limited for a
consideration of £6.1m.
On 5 September 2016, the Company acquired the entire issued share capital of
EweMove Sales & Lettings Ltd, and its dormant subsidiary Ewesheep Ltd, for
an initial consideration of £8m. Of the total consideration, £2.1m
represented contingent consideration, of which £0.5m was paid out on 30 July
2017, and £0.5m was paid out on 31 December 2017. No further sums are due.
On 19 March 2021, the Company acquired the entire issued share capital of
Hunters Property PLC for a total consideration of £26.1m.
On 6 September 2021, the Company acquired the entire issued share capital of
The Genie Group UK Ltd and 80% of the issued share capital of The Mortgage
Genie Limited for £0.5m which comprised an initial cash consideration of
£0.4m and a deferred consideration of £0.1m, which was settled in the year
ended 31 December 2023.
On 7 March 2024, the Company acquired the entire issued share capital of
Belvoir Group PLC for a total consideration of £107.2m.
On 31 May 2024, the Company acquired the entire issued share capital of GPEA
Limited for a total consideration of £19.1m.
The carrying values of the investments have been considered for impairment,
and it has been determined that the value of the discounted future cash
inflows exceeds the carrying value. Thus, there is no impairment charge.
The Company's investments at the balance sheet date in the share capital of
companies include the following, which all have their registered offices at
the same address as the Company:
Subsidiaries
Company number Share class % ownership and voting rights Country of incorporation
Active companies:
Belvoir Group Limited 07848163 Ordinary 100 England
Belvoir Property Management (UK) Limited* 03141281 Ordinary 100 England
BMA Bristol Limited* 09911363 Ordinary 100 England
Brook Financial Services Ltd* 07311674 Ordinary 100 England
EweMove Sales & Lettings Ltd 07191403 Ordinary 100 England
GPEA Limited 02819824 Ordinary 100 England
Country Properties Franchising Limited (formerly Greenrose Network (Franchise) 02934219 Ordinary 100 England
Limited)*
Hunters Financial Services Limited* 02604278 Ordinary 100 England
Hunters Franchising Limited* 05537909 Ordinary 100 England
Hunters (Midlands) Limited* 02587709 Ordinary 100 England
Hunters Property Group Limited* 03947557 Ordinary 100 England
Hunters Property Limited 09448465 Ordinary 100 England
MAB (South West) Ltd* 07533839 Ordinary 100 England
Martin & Co (UK) Limited 02999803 Ordinary 100 England
Mullucks Franchising Limited* 03777494 Ordinary 100 England
Mr & Mrs Clarke Ltd* 09174353 Ordinary 100 England
Newton Fallowell Limited* 05372232 Ordinary 100 England
Northwood GB Limited* 03570861 Ordinary 100 England
RealCube Limited* 07736494 Ordinary 100 England
Smart Advice Financial Solutions Ltd ** 07797549 Ordinary 85 England
The Mortgage Genie Limited 09803176 Ordinary 80 England
The TIME Group Ltd* 10080298 Ordinary 100 England
TIME Mortgage Experts Ltd* 08124266 Ordinary 100 England
Whitegates Estate Agency Limited 00757788 Ordinary 100 England
White Kite Holdings 2021 Limited 13208817 Ordinary 100 England
White Kite Ltd 04545088 Ordinary 100 England
White Kite (Leicester) Limited 13767760 Ordinary 100 England
Xperience Franchising Limited 02334260 Ordinary 100 England
Dormant companies:
Brook Mortgage Services Limited* (2) 03089887 Ordinary 100 England
Claygold Property Limited* 02649237 Ordinary 100 England
Ewesheep Ltd* 1 08191713 Ordinary 100 England
FC Cambridge Limited* 1 08092415 Ordinary 100 England
FCEA Limited* 06637642 Ordinary 100 England
Fine & Country Limited* 04238673 Ordinary 100 England
Hapollo Limited* 08008359 Ordinary 100 England
Herriot Cottages Limited* 1 04452874 Ordinary 100 England
Hunters Group Limited* 1 02965842 Ordinary 100 England
Hunters Land & New Homes Limited* 1 06292723 Ordinary 100 England
Hunters Survey & Valuation Limited* 02602087 Ordinary 100 England
MAB (Gloucester) Limited* (2) 09668913 Ordinary 100 England
Maddison James Limited* 1 05920686 Ordinary 100 England
MartinCo Limited1 09724369 Ordinary 100 England
Michael Searchers Property Management Ltd* (2) 03056834 Ordinary 100 England
Moving Logic Limited1 09393396 Ordinary 100 England
Nicholas Humphreys Franchise Limited* (2) 04582891 Ordinary 100 England
Purely Mortgage Consultants Limited* (2) 06521922 Ordinary 100 England
RealCube Technology Limited* 08139888 Ordinary 100 England
Redwoods Estate Agents Limited 03416122 Ordinary 100 England
The Genie Group UK Ltd 12372201 Ordinary 100 England
The Mayfair Estate Agency Ltd1 04957446 Ordinary 100 England
The Property Guild Ltd1 09108345 Ordinary 100 England
TIME Mortgage Experts 2 Ltd* (2) 09277394 Ordinary 100 England
TIME Mortgage Experts 3 Limited* (3) 13072932 Ordinary 100 England
Uplong Ltd* 1 05816728 Ordinary 100 England
* Indirectly owned.
1 Dissolved on 7 January 2025.
2 Dissolved on 5 August 2025.
3 Dissolved on 30 December 2025.
All trading companies in the subsidiaries list above are exempt from the
requirements of the Companies Act 2006 relating to the audit of accounts under
Section 479A of the Companies Act 2006.
All dormant companies in the subsidiaries list above are exempt from the
requirements of the Companies Act 2006 relating to the audit of accounts under
Section 480 of the Companies Act 2006.
As part of the ongoing restructuring and streamlining of the Group, 18 dormant
companies were dissolved during the year.
After the year end, on 16 January 2026, the Group acquired 85% of the issued
share capital of Smart Advice Financial Solutions Ltd for a consideration of
£1.5m, being cash consideration of £1.2m and deferred consideration of
£0.3m.
At the year end, The Property Franchise Group PLC has guaranteed all
liabilities of all companies in the subsidiaries list above. The value of the
contingent liability resulting from this guarantee is unknown at the year end.
20. Trade and other receivables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 7,204 6,097 164 3
Less: provision for impairment of trade receivables (1,839) (1,504) (16) -
Trade receivables - net of impairment provisions 5,365 4,593 148 3
Loans to franchisees 3,024 3,888 - -
Other receivables 450 159 - -
UIC debtor 3,541 3,503 - -
Amounts due from Group undertakings - - 2,400 -
Prepayments and accrued income 5,101 3,271 1,224 195
Tax receivable - - - 1,286
Total trade and other receivables 17,481 15,414 3,772 1,484
Less: non-current portion - loans to franchisees (2,223) (2,745) - -
Less: non-current portion - UIC debtor (2,020) (2,046) - -
Less: total non-current portion (4,243) (4,791) - -
Current portion 13,238 10,623 3,772 1,484
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.
To measure expected credit losses on a collective basis, trade receivables are
grouped based on similar credit risk and ageing. The expected loss rates are
based on the Group's historical credit losses experienced over the previous
year. Forward-looking factors are considered to the extent that they are
deemed material.
The Group is entitled to the revenue by virtue of the terms in the franchise
agreements and can force the sale of a franchise to recover a debt if
necessary.
Ageing of trade receivables
The ageing analysis of the trade receivables is as follows:
2025 2024
£'000 £'000
Group
Not more than three months 4,246 4,482
More than three months but not more than six months 900 631
More than six months but not more than one year 1,618 450
More than one year 440 534
7,204 6,097
The Directors consider that the carrying value of trade and other receivables
represents their fair value.
Loans to franchisees are secured against the franchise and the franchisees
give personal guarantees over all debts. If a loan payment default occurs, the
franchisor could force immediate repayment, pursue the personal guarantees or
force a resale of the franchise.
Included within "Prepayments and accrued income" is accrued income of £1.6m
(2024: £1.7m) in relation to Management Service Fees for some of our brands
that are invoiced at the beginning of the month following the month to which
they relate.
21. Called up share capital
2025 2024
Number £'000 Number £'000
Group and Company
Authorised, allotted, issued and fully paid ordinary shares of 1p each 63,752,008 638 63,752,008 638
On 7 March 2024, 30,073,501 shares were issued at £0.01 to Belvoir
shareholders in consideration for the acquisition of Belvoir Group PLC (see
note 32 for further details on the acquisition).
On 7 August 2024, 1,423,500 shares were issued at £0.01 to two Executive
Directors and certain employees following the exercise of share options.
22. Share premium
Number Share capital Share premium
of shares £'000 £'000
Group and Company
At 31 December 2025 and 31 December 2024 32,255,107 323 4,129
Share premium is the amount subscribed for share capital in excess of the
nominal value. The remaining 31,497,001 shares in issue were issued at their
nominal value of £0.01 and as such did not create a share premium balance.
23. Merger reserve
Merger
reserve
£'000
Group
At 1 January 2024 14,345
Acquisition of Belvoir Group PLC 103,152
At 31 December 2025 and 31 December 2024 117,497
Merger
reserve
£'000
Company
At 1 January 2024 32,335
Acquisition of Belvoir Group PLC 103,152
At 31 December 2025 and 31 December 2024 135,487
Acquisition of Martin & Co (UK) Limited
The acquisition of Martin & Co (UK) Limited by The Property Franchise
Group PLC did not meet the definition of a business combination and therefore
falls outside of the scope of IFRS 3. This transaction was in 2013 and
accounted for in accordance with the principles of merger accounting.
The consideration paid to the shareholders of the subsidiary was £17.99m (the
value of the investment). As these shares had a nominal value of £0.1799m,
the merger reserve in the Company is £17.81m.
On consolidation, the investment value of £17.99m is eliminated so that the
nominal value of the shares remaining is £0.1799m and, as there is a
difference between the Company value of the investment and the nominal value
of the shares purchased in the subsidiary of £100, this is also eliminated,
to generate a merger reserve in the Group of £0.1798m.
Acquisition of EweMove Sales & Lettings Ltd
The consideration for the acquisition of EweMove Sales & Lettings Ltd
included the issue of 2,321,550 shares to the vendors at market price. A
merger reserve of £2.797m is recognised in the Group and the Company, being
the difference between the value of the consideration and the nominal value of
the shares issued as consideration.
Acquisition of Hunters Property PLC
The consideration for the acquisition of Hunters Property PLC included the
issue of 5,551,916 shares to the vendors at market price. A merger reserve of
£11.548m is recognised in the Group and the Company, being the difference
between the value of the consideration and the nominal value of the shares
issued as consideration.
Acquisition of Belvoir Group PLC
The consideration for the acquisition of Belvoir Group PLC included the issue
of 30,073,501 shares to the vendors at market price. A merger reserve of
£103.152m is recognised in the Group and the Company, being the difference
between the value of the consideration and the nominal value of the shares
issued as consideration.
24. Own share reserve and other reserves
Own share reserve
Weighted average cost of own shares held in the Employee Benefit Trust.
Other reserves
Share-based Other Total
payment reserve £'000
reserve £'000
£'000
Group
At 1 January 2024 1,575 98 1,673
Share-based payment charge 875 - 875
Release of reserve - share options exercised (1,446) (98) (1,544)
Deferred tax on share-based payments - 79 79
At 31 December 2024 1,004 79 1,083
Share-based payment charge 2,213 - 2,213
Release of reserve - share options exercised (634) (79) (713)
Deferred tax on share-based payments - 193 193
At 31 December 2025 2,583 193 2,776
Share-based Other Total
payment reserve £'000
reserve £'000
£'000
Company
At 1 January 2024 1,575 98 1,673
Share-based payment charge 875 - 875
Release of reserve - share options exercised (1,446) (98) (1,544)
Deferred tax on share-based payments - 79 79
At 31 December 2024 1,004 79 1,083
Share-based payments 2,213 - 2,213
Release of reserve - share options exercised (634) (79) (713)
Deferred tax on share-based payments - 193 193
At 31 December 2025 2,583 193 2,776
Share-based payment reserve
The share-based payment reserve comprises charges made to the income statement
in respect of share-based payments.
25. Borrowings
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Repayable within one year:
Bank loan (term loan) 3,213 3,111 3,213 3,111
Bank loan (revolving credit facility) 3,019 - 3,019 -
6,232 3,111 6,232 3,111
Repayable in more than one year:
Bank loan (term loan) 7,000 10,111 7,000 10,111
Total borrowings 13,232 13,222 13,232 13,222
Bank loans due after more than one year are repayable as follows:
Between one and two years (term loan) 7,000 3,111 7,000 3,111
Between two and five years (term loan) - 7,000 - 7,000
7,000 10,111 7,000 10,111
The Company has a £22m loan facility provided by Barclays with effect from 31
May 2024; this consists of a £14m term loan and an £8m revolving credit
facility ("RCF").
On 23 May 2025, the Company drew down £6.5m RCF to fund the payment of
deferred consideration in respect of the prior year GPEA Limited acquisition;
on 1 August 2025, £3.5m of the RCF was repaid. During the year, the Company
also made quarterly instalment payments towards the term loan totalling
£3.1m. Interest continued to be charged quarterly on the outstanding amount;
the rate was variable during the term at 2.2% above SONIA for the term loan
and 2.5% above SONIA for the RCF. The term loan outstanding at 31 December
2025 was £10.21m and the RCF outstanding at 31 December 2025 was £3.02m.
On 31 May 2024 the Company drew down a £14m term loan and a £1m RCF to fund
the acquisition of GPEA Limited. Interest was charged quarterly on the
outstanding amount; the rate was variable during the term at 2.2% above SONIA
for the term loan and 2.5% above SONIA for the RCF. The term loan outstanding
at 31 December 2024 was £13.22m and the RCF was not drawn.
In the prior year, the Company had a previous loan facility provided by
Barclays; under this facility the outstanding RCF balance of £2.5m was repaid
on 3 January 2024 and the facility ended on 26 January 2024. Interest was
charged quarterly on the outstanding amount; the rate was variable during the
term at 2.2% above the Bank of England base rate. The amount outstanding at 31
December 2024 was £nil.
The loans are secured with a fixed and floating charge over the Group's assets
and a cross guarantee across all companies in the Group.
There was net £nil cash movement from borrowings arising from financing
activities during the year (2024: inflow £10.7m).
26. Trade and other payables
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 2,864 2,787 87 10
Other taxes and social security 2,759 2,580 59 80
Other payables 1,131 1,173 73 11
UIC refund liability 2,539 2,444 - -
Deferred consideration - 4,864 - 4,864
Amounts due from Group undertakings - - 13,110 6,490
Accruals and deferred income 4,173 3,449 1,701 1,670
Total trade and other payables 13,466 17,297 15,030 13,125
Less: non-current portion - UIC liability (1,416) (1,428) - -
Current portion 12,050 15,869 15,030 13,125
The Directors consider that the carrying value of trade and other payables
approximates their fair value.
Included in "Accruals and deferred income" is deferred income of £0.1m (2024:
£0.3m) in relation to revenue received in advance which will be recognised
over the next year (2024: two years).
Deferred consideration in the prior year of £4.86m related to the acquisition
of GPEA Limited, trading as The Guild of Property Professionals ("The Guild")
and Fine & Country. During the period, despite the GPEA business
performing in line with our expectations, we amended certain customary terms
under the SPA which resulted in a reduction in the deferred consideration
payable to £3.65m. A gain on deferred consideration of £1.35m and the
unwinding of discounting of £0.14m have been recognised in the Statement of
Comprehensive Income.
27. Deferred tax
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Balance at beginning of year (22,058) (4,394) 484 820
Movement during the year:
Acquisitions - (18,735) - -
Statement of Changes in Equity 114 80 114 80
Statement of Comprehensive Income 1,908 1,704 620 297
Release of deferred tax balance relating to share options exercised in year (244) (713) (244) (713)
Balance at end of year (20,280) (22,058) 974 484
Deferred taxation has been provided as follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Accelerated capital allowances 288 276 (5) (4)
Share-based payments 979 488 979 488
Acquired business combinations (21,547) (22,822) - -
(Liability)/asset at 31 December 2025 (20,280) (22,058) 974 484
28. Provisions
The provisions in the Consolidated statement of financial position relate to
dilapidations on office buildings of £0.19m (2024: £0.28m) used by the
Group.
29. Financial instruments
Financial instruments - risk management
The Group is exposed through its operations to the following financial risks:
• credit risk;
• liquidity risk; and
• interest rate risk.
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group and Company, from which
financial instrument risk arises, are as follows:
• receivables;
• loans to franchisees;
• cash at bank;
• trade and other payables; and
• borrowings.
Financial assets
Financial assets measured at amortised cost:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Loans and receivables:
Trade receivables 5,365 4,593 148 3
Loans to franchisees 3,024 3,888 - -
Other receivables 450 159 - -
UIC debtor 3,541 3,503 - -
Cash and cash equivalents 10,885 4,163 762 135
Amounts due from Group Undertakings - - 2,400 -
Accrued income 3,801 1,709 925 130
27,066 18,015 4,235 268
Financial liabilities
Financial liabilities measured at amortised cost:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other financial liabilities:
Trade payables 2,864 2,787 87 10
Other payables 1,131 1,173 73 11
UIC refund liability 2,539 2,444 - -
Accruals 3,237 3,173 1,651 1,390
Amounts owed to Group undertakings - - 13,110 6,490
9,771 9,577 14,921 7,901
Financial liabilities measured at fair value through profit or loss:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Other financial liabilities:
Deferred consideration - 4,864 - 4,864
All of the financial assets and liabilities above are recorded in the
Statement of Financial Position at amortised cost.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the finance function. The Board receives monthly reports from
the finance function through which it reviews the effectiveness of the
processes put in place and the appropriateness of the objectives and policies
it sets.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Capital management policy
The Board considers capital to be the carrying amount of equity and debt. Its
capital objective is to maintain a strong and efficient capital base to
support the Group's strategic objectives, provide progressive returns for
shareholders and safeguard the Group's status as a going concern. The
principal financial risks faced by the Group are liquidity risk and interest
rate risk. The Directors review and agree policies for managing each of these
risks. These policies remain unchanged from previous years.
The Board monitors a broad range of financial metrics including growth in MSF,
operating margin, EBITDA, return on capital employed and balance sheet
gearing.
It manages the capital structure and makes changes in light of changes in
economic conditions. In order to maintain or adjust the capital structure, it
may adjust the amount of dividends paid to shareholders.
Credit risk
Credit risk is the risk of financial loss to the Group if a franchisee or
counterparty to a financial instrument fails to meet its contractual
obligations. It is Group policy to assess the credit risk of new franchisees
before entering contracts and to obtain credit information during the
franchise agreement to highlight potential credit risks.
The highest risk exposure is in relation to loans to franchises and their
ability to service their debt. The Directors have established a credit policy
under which franchisees are analysed for creditworthiness before a loan is
offered. The Group's review includes external ratings, when available, and in
some cases bank references. The Group does not consider that it currently has
significant credit risk in respect of loans extended to franchisees because
the Group is entitled to the revenue by virtue of the terms in the franchise
agreements and can force the sale of a franchise to recover a debt if
necessary.
The Group does not offer credit terms with regard to sales and lettings
transactions occurring in the offices it operates itself; revenue is typically
recognised at the sale's completion date for a property or upon receipt of
rent from a tenant.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
In order to maintain liquidity to ensure that sufficient funds are available
for ongoing operations and future development, the Group monitors forecast
cash inflows and outflows on a monthly basis.
The following table sets out the contractual maturities (representing
undiscounted contractual cash flows) of financial liabilities, including
future interest charges, which may differ from the carrying value of the
liabilities as at the reporting date:
As at 31 December 2025 Up to Between Between Between Over
3 months 3 and 1 and 2 and 5 years
£'000 12 months 2 years 5 years £'000
£'000 £'000 £'000
Trade and other payables 3,995 - - - -
Loans and borrowings 932 5,331 7,000 - -
Lease liabilities 253 747 953 1,838 516
Total 5,180 6,078 7,953 1,838 516
As at 31 December 2024 Up to Between Between Between Over
3 months 3 and 1 and 2 and 5 years
£'000 12 months 2 years 5 years £'000
£'000 £'000 £'000
Trade and other payables 3,960 - - - -
Loans and borrowings 778 2,333 3,111 7,000 -
Lease liabilities 194 608 671 2,017 360
Total 4,932 2,941 3,782 9,017 360
Interest rate risk
The Group's exposure to changes in interest rate risk relates primarily to
interest earning financial assets and interest-bearing financial liabilities.
Interest rate risk is managed by the Group on an ongoing basis with the
primary objective of limiting the effect of an adverse movement in interest
rates. The Group has bank borrowings with a variable interest rate linked to
the SONIA (see note 25).
Fair values of financial instruments
The fair value of financial assets and liabilities is considered the same as
the carrying values.
30. Share-based payments
There are a number of share option schemes in place which aim to incentivise
Executive Directors and senior management. For each of the schemes, the
estimated fair value of the option is calculated at the year ended 31 December
2025 (or at the vesting date if earlier) and the fair value, moderated for the
extent to which the option is expected to vest, is spread as a charge between
grant and the assumed vesting date. Accordingly, a share-based payments charge
is recognised in the Statement of Comprehensive Income in the year ended 31
December 2025.
Share Option Scheme 2025
On 16 July 2025, options over 980,000 ordinary shares were granted to two
Executive Directors and certain senior managers. All options have an exercise
price of £0.01 and the weighted average fair value of the options granted
during the year was £4.71 per option.
These options have a vesting condition based on two performance conditions:
adjusted basic earnings per share adjusted for exceptional income/costs,
amortisation arising on consolidation and share-based payment charges
("adjusted EPS"); and total shareholder return ("TSR") over the three years to
31 December 2027. Each performance condition will apply to 50% of the award
being made.
In respect of both performance conditions, growth of 35% in adjusted EPS and
35% in TSR over the three-year period will be required for threshold vesting
of the awards (the "collar"), with growth of 50% or higher in adjusted EPS and
50% or higher in TSR required for all of the awards to vest (the "cap").
Straight-line vesting applies between the collar and the cap.
The following principal assumptions were used in the valuation of the grant
made in the year ended 31 December 2025 using the Black Scholes option pricing
model:
Assumptions
Date of vesting 30/04/2028
Share price at grant £5.31
Exercise price £0.01
Risk free rate 3.86%
Dividend yield 3.95%
Expected life 3 years
Share price volatility 23.80%
Expected volatility is a measure of the amount by which a share price is
expected to fluctuate during a period. The assumptions used in valuing each
grant are based on the daily historical volatility of the share price over a
period commensurate with the expected term assumption.
The risk free rate of return is the implied yield at the date of grant for a
zero coupon UK government bond with a remaining term equal to the expected
term of the options.
It's expected that with an exercise price of £0.01, should the EPS condition
be met, the holder will exercise as soon as the option vests. The Group
usually announces its results in April, so, it has been assumed that the
options will be exercised on 30 April 2028. All participants will be subject
to a lock-in of 12 months following vesting.
EPS is measured as the pre-tax basic earnings per share excluding any
exceptional income/costs and any share-based payments charges.
Management has used the budget for FY26 and the market outlook and projections
for FY26 to determine, at 31 December 2025, the achievement of the EPS
condition. The expectation is that 87% of the options will vest.
A share-based payments charge of £0.66m has been recognised in the Statement
of Comprehensive Income in the year ended 31 December 2025.
The weighted average contractual life remaining of this option is two years
and four months.
Company Share Option Plan ("CSOP") 2025
On 16 July 2025 the Company granted CSOP options over a total of 27,000
ordinary shares to senior management and key employees under the Company's
CSOP Scheme. The exercise price of these options is £5.31, and the weighted
average fair value of the options granted during the year was £0.76 per
option. There are no performance conditions attached to these options other
than that the option holder must be an employee at the time of vesting.
A share-based payments charge of £0.01m has been recognised in the Statement
of Comprehensive Income in the year ended 31 December 2025.
The weighted average contractual life remaining of this option is two years
and four months.
Share Option Scheme 2024
On 9 August 2024, options over 1,195,000 ordinary shares were granted to two
Executive Directors and certain senior managers. All options have an exercise
price of £0.01. There are 1,175,000 options remaining as at 31 December 2025.
During the year, 20,000 share options were forfeited.
These options have a vesting condition based on two performance conditions:
adjusted basic earnings per share adjusted for exceptional income/costs,
amortisation arising on consolidation and share-based payment charges
("adjusted EPS"); and total shareholder return ("TSR") over the three years to
31 December 2026. Each performance condition will apply to 50% of the award
being made.
In respect of both performance conditions, growth of 40% in adjusted EPS and
45% in TSR over the three-year period will be required for threshold vesting
of the awards (the "collar"), with growth of 60% or higher in adjusted EPS and
85% or higher in TSR required for all of the awards to vest (the "cap").
Straight-line vesting applies between the collar and the cap.
The following principal assumptions were used in the valuation of the grant
made in the year ended 31 December 2024 using the Black Scholes option pricing
model:
Assumptions
Date of vesting 30/04/2027
Share price at grant £4.64
Exercise price £0.01
Risk free rate 4.00%
Dividend yield 4.90%
Expected life 3 years
Share price volatility 31.00%
Expected volatility is a measure of the amount by which a share price is
expected to fluctuate during a period. The assumptions used in valuing each
grant are based on the daily historical volatility of the share price over a
period commensurate with the expected term assumption.
The risk free rate of return is the implied yield at the date of grant for a
zero coupon UK government bond with a remaining term equal to the expected
term of the options.
It's expected that with an exercise price of £0.01, should the EPS condition
be met, the holder will exercise as soon as the option vests. The Group
usually announces its results in April, so, it has been assumed that the
options will be exercised on 30 April 2027. All participants will be subject
to a lock-in of 12 months following vesting.
EPS is measured as the basic earnings per share excluding any exceptional
income/costs and any share-based payments charges.
Management has used the budget for FY26 and the market outlook and projections
for FY26 to determine, at 31 December 2025, the achievement of the EPS
condition. The expectation is that 60% of the options will vest.
A share-based payments charge of £1.50m (2024: £0.14m) has been recognised
in the Statement of Comprehensive Income in the year ended 31 December 2025.
The weighted average contractual life remaining of this option is one year and
four months.
Company Share Option Plan ("CSOP") 2024
On 9 August 2024 the Company granted CSOP options over a total of 220,000
ordinary shares to senior management and key employees under the Company's
CSOP Scheme. The exercise price of these options is 464p. There are no
performance conditions attached to these options other than that the option
holder must be an employee at the time of vesting.
There are 200,000 options remaining as at 31 December 2025.During the year,
10,000 share options (2024: 10,000 shares) were forfeited.
A share-based payments charge of £0.06m (2024: £0.02m) has been recognised
in the Statement of Comprehensive Income in the year ended 31 December 2025.
The weighted average contractual life remaining of this option is one year and
four months.
Share Option Scheme 2023
On 17 May 2023, options over 255,953 ordinary shares were granted to the 2
Executive Directors and certain senior managers. All options have an exercise
price of £0.01.
There are 182,461 options remaining as at 31 December 2025. During the year,
63,492 share options were exercised early and 10,000 share options were
forfeited.
These options have a vesting condition based on two performance conditions:
adjusted basic earnings per share adjusted for exceptional income/costs,
amortisation arising on consolidation and share-based payment charges
("adjusted EPS"); and total shareholder return ("TSR") over the three years to
31 December 2025. Each performance condition will apply to 50% of the award
being made.
In respect of both performance conditions, growth of 20% in adjusted EPS and
48% in TSR over the three-year period will be required for threshold vesting
of the awards (the "collar"), with growth of 42% or higher in adjusted EPS and
72% or higher in TSR required for all of the awards to vest (the "cap").
Straight-line vesting applies between the collar and the cap.
Post period end 100% of the options vested at the discretion of the
Remuneration Committee; a decision was taken prior to the balance sheet date.
A share-based payments charge of £0.38m (2024: £0.17m) has been recognised
in the Statement of Comprehensive Income in the year ended 31 December 2025.
The weighted average contractual life remaining of this option is four months.
Share Option Scheme 2022
On 9 August 2022, an option over 175,000 ordinary shares was granted to the
Chief Executive Officer, an option over 115,000 ordinary shares was granted to
the Chief Financial Officer and options over 175,000 ordinary shares were
granted to senior management. All options have an exercise price of £0.01.
These options have a vesting condition based on two performance conditions:
adjusted basic earnings per share adjusted for exceptional income/costs,
amortisation arising on consolidation and share-based payment charges
("adjusted EPS"); and total shareholder return ("TSR") over the three years to
31 December 2024. Each performance condition will apply to 50% of the award
being made.
In respect of both performance conditions, growth of 20% in adjusted EPS and
20% in TSR over the three-year period will be required for threshold vesting
of the awards, with growth of 42% or higher in adjusted EPS and 42% or higher
in TSR required for all of the awards to vest. Straight-line vesting applies
between the floor and the cap.
This option vested in full and was exercised in the year ended 31 December
2025.
No share-based payments charge (2024: £0.38m) has been recognised in the
Statement of Comprehensive Income in the year ended 31 December 2025.
Movement in the number of ordinary shares under options for all schemes was as
follows:
2025 2024
'000 Weighted '000 Weighted
average average
exercise price exercise price
Number of share options
Outstanding at the beginning of the year 2,081 £0.01 2,100 £0.01
Exercised (485) £0.01 (1,424) £0.01
Forfeited (51) £0.01 (10) £0.01
Granted 1,019 £0.01 1,415 £0.01
Outstanding at the end of the year 2,564 £0.01 2,081 £0.01
During the year ended 31 December 2025:
• 422,250 options were exercised under the 2022 scheme;
• 63,492 options were exercised under the 2023 scheme;
• 980,000 options were granted under the 2025 scheme; and
• 27,000 CSOP options were granted.
The outstanding options at 31 December 2025 comprised 182,461 options under
the 2023 scheme which vested in full post year end, 1,175,000 options under
the 2024 scheme whose vesting in 2027 is subject to conditions, 200,000 CSOP
options which will vest in 2027, 980,000 options under the 2025 scheme whose
vesting in 2028 is subject to conditions and 27,000 CSOP options which will
vest in 2028.
The weighted average remaining contractual life of options is 1.4 years (2024:
1.8 years).
31. Related party disclosures
Transactions with Directors
Dividends
During the year, the total interim and final dividends paid to the Directors
and their spouses were as follows:
2025 2024
£'000 £'000
Interim and final dividend (ordinary shares of £0.01 each)
Michelle Brook 39 51
Jon Di-Stefano 2 1
Dean Fielding 7 6
Paul George 3 2
Paul Latham 16 12
Richard Martin - 141
David Raggett - 82
Gareth Samples 106 44
Ben Dodds - -
Claire Noyce - -
173 339
Directors' emoluments
Included within the remuneration of key management and personnel detailed in
note 9, the following amounts were paid to the Directors:
2025 2024
£'000 £'000
Wages and salaries 1,545 1,767
Social security costs 222 216
Pension contribution 72 70
1,839 2,053
Individual directors' remuneration and interests in share options are
disclosed in the Directors' Remuneration Report on pages 49 to 52 in the
Annual Report.
Other related party transactions include the purchase of services with a
company in which a director has a significant interest of £18,093 (2024:
£nil). At the year end £300 (2024: £nil) was outstanding. There were no
other related party transactions for the current or prior year. All
transactions were made at an arm's length.
32. Acquisitions
Acquisition of Belvoir Group PLC
Effective 7 March 2024 the Group acquired the entire issued share capital of
Belvoir Group PLC, a competitor property franchisor with a network of over 300
franchised offices across the UK operating under six brands which also has a
significant financial services division comprising a network of over 300
mortgage advisers. The consideration was £107.2m, being £103.5m in relation
to a share for share exchange whereby each Belvoir Group shareholder was
issued 0.806377 new shares in The Property Franchise Group PLC and £3.7m cash
consideration which was used to settle share option obligations.
The fair value of the identifiable assets and liabilities acquired and the
consideration paid and payable are set out below:
£'000
Master franchise agreements 50,516
Brands 6,439
Lettings book 1,250
Right-of-use assets 789
Property, plant and equipment 672
Trade and other receivables 8,467
Cash 2,005
Trade and other payables (6,030)
Lease liabilities (788)
Deferred tax (14,551)
Net assets acquired 48,769
Goodwill 58,421
Consideration 107,190
Satisfied by:
New shares in The Property Franchise Group PLC issued to Belvoir Group 103,453
shareholders
Belvoir Group share options settled by The Property Franchise Group PLC post 3,737
completion
Total 107,190
Post acquisition results
£'000
Revenue 31,321
Profit before tax since acquisition included in the Consolidated Statement of 9,908
Comprehensive Income
Post acquisition results relate to the period from acquisition to the year
ended 31 December 2024.
Acquisition of GPEA Limited
On 31 May 2024 the Group acquired the entire issued share capital of GPEA
Limited, trading as The Guild of Property Professionals ("The Guild") and Fine
& Country. The Guild is a membership organisation providing independent
estate agents support and services. Fine & Country is an estate agency
brand offered under license. The total consideration is £19.4m. The
consideration comprised an initial consideration of £15m and a deferred
consideration of £5m payable on 31 May 2025. £15m was paid on completion and
in accordance with the terms of the agreement, a post completion review
resulted in the return of £0.6m.
The fair value of the identifiable assets and liabilities acquired and the
consideration paid and payable are set out below:
£'000
License and membership agreements 12,234
Brands 4,590
Websites 181
Property, plant and equipment 40
Trade and other receivables 829
Cash 143
Trade and other payables (1,758)
Deferred tax (4,184)
Net assets acquired 12,075
Goodwill 6,995
Consideration 19,070
Satisfied by:
Initial consideration 14,397
Deferred consideration due on 31 May 2025 5,000
Discounting of deferred consideration to present value (327)
Total 19,070
Movement in deferred consideration post acquisition
£'000
Fair value of deferred consideration measured at acquisition 4,673
Unwinding of discounting to 31 December 2024 (charged as interest payable) 191
Total 4,864
Post acquisition results
£'000
Revenue 7,209
Profit before tax since acquisition included in the Consolidated Statement of 1,770
Comprehensive Income
Post acquisition results relate to the period from acquisition to the year
ended 31 December 2024.
33. Post balance sheet events
After the year end, on 16 January 2026, the Group acquired 85% of the issued
share capital of Smart Advice Financial Solutions Ltd for a consideration of
£1.5m, being cash consideration of £1.2m and deferred consideration of
£0.3m.
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