GETTING IT DONE. TOGETHER
CONTENTS
Strategic Report
1 2025 Highlights
2 About Us
4 Chairman’s Statement
6 Chief Executive’s Review
10 London Market Overview
12 Resilient Business Model
14 Foxtons Operating Platform
16 Delivering Against Our Strategy
18 Stakeholder Engagement
22 Key Performance Indicators
24 Financial Review
32 Risk Management
34 Principal Risks and Uncertainties
38 Prospects and Viability
40 Responsible Business
65 Non-Financial Information and
Sustainability Statement
Corporate Governance Report
66 Chairman’s Governance Introduction
68 Board of Directors
70 Executive Leadership Team
71 Corporate Governance Report
81 Nomination Committee Report
87 Environmental, Social and
Governance Committee Report
90 Audit Committee Report
97 Directors' Remuneration Report
134 Directors’ Report
137 Directors’ Responsibilities Statement
Financial Statements
138 Independent Auditor’s report to the
Members of Foxtons Group plc
147 Consolidated Statement of Comprehensive Income
148 Consolidated Statement of Financial Position
149 Consolidated Statement of Changes in Equity
150 Consolidated Cash Flow Statement
151 Notes to the Financial Statements
194 Parent Company Statement of Financial Position
195 Parent Company Statement of Changes in Equity
196 Notes to the Parent Company Financial Statements
Information for Shareholders
198 Information for Shareholders
1
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
2025 HIGHLIGHTS
ADJUSTED
OPERATING PROFIT
2,3
£22.2 MILLION
2024: £22.1 million
REVENUE
+5%
£172.5 MILLION
2024: £163.9 million
NONCYCLICAL AND
RECURRING REVENUE
1
67%
2024: 67%
BASIC ADJUSTED
EARNINGS PER SHARE
2,6
5.0 PENCE
2024: 5.2 pence
PROFIT
BEFORE TAX
4
£16.9 MILLION
2024: £17.5 million
NET FREE
CASH FLOW
5
+14%
£11.2 MILLION
2024: £9.8 million
OUR PEOPLE
7
81%
of our employees believe that the
Company is in a position to really
succeed over the next three years
1
Revenue derived from Lettings and Financial Services refinance activity.
2
In 2024, adjusted measures have been restated under the Group’s revised adjusted items policy. The policy now excludes non-cash IFRS 2 charges from the CEO’s
LTIP buyout award, as these relate to forfeited incentives from his former employer and do not represent underlying performance. Refer to Note 26 of the financial
statements for definitions of the adjusted measures.
3
Adjusted operating profit is an alternative performance measure. Adjusted operating profit represents the profit before tax before amortisation of acquired intangibles,
finance income, finance cost, other gains/(losses) and adjusted items. Refer to Note 2 of the financial statements for a reconciliation to statutory measures and purpose.
4
Profit before tax includes £0.3 million of adjusted item charges (2024: £0.2 million) and £2.6 million of amortisation of acquired intangibles (2024: £2.1 million).
Adjusted profit before tax is £19.8 million (2024: £19.8 million) as reconciled in Note 26 of the financial statements.
5
Net free cash flow is an alternative performance measure. Net free cash flow is net cash from operating activities less repayment of IFRS 16 lease liabilities and net cash
used in investing activities, excluding the acquisition of subsidiaries (net of any cash acquired), divestments and purchase of investments as reconciled in Note 26 of the
financial statements.
6
Adjusted earnings per share is an alternative performance measure. Refer to Note 8 of the financial statements for a reconciliation of adjusted earnings per share to
statutory earnings per share. On a statutory basis, basic earnings per share is 4.3p (2024: 4.6p).
7
Result from the 2025 employee engagement survey independently administered by CultureAmp. 82% of the workforce responded to the 2025 survey.
8
Customer satisfaction is measured with reference to Google ratings which are compiled across the Group’s branches using Google’s review platform which enables
our customers to review and rate the quality of our service.
SHAREHOLDER RETURNS
£9.1 MILLION
of shareholder returns
2024: £2.8 million
CUSTOMER SATISFACTION
8
(Google rating)
4.6 OUT OF 5
2024: 4.5 out of 5
2 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INNOVATIVE
We constantly strive to think outside the box.
ABOUT US: FOXTONS – WE GET IT DONE.
* Source: TwentyCI data, 2025 v 2024 market share and market growth of new instructions at brand level.
OUR VALUES
Read more about our values on PAGE 44
OUR VALUES ARE UNDERPINNED BY RESPECT,
HONESTY AND INTEGRITY
AMBITIOUS
Our careers are built on developing
exceptional results for our customers.
AUTHORITATIVE
We use our knowledge and skills to
gain our customers' trust.
PROFESSIONAL
We work to the highest professional
standards in all that we do.
RELENTLESS
We are committed to delivering consistently.
OUR MISSION
TO BE LONDON'S GO-TO ESTATE AGENT
OUR PURPOSE
TO GET THE RIGHT DEAL DONE FOR LONDON’S PROPERTY OWNERS
Read more about our purpose on PAGE 66
LETTINGS – ORGANIC GROWTH
Driving portfolio growth by strengthening customer
acquisition and retention, alongside enhancing margins
through cross-selling high-value services.
LETTINGS – ACQUISITIVE GROWTH
Acquire, integrate and service high-quality lettings
portfolios across London and high value commuter towns.
SALES GROWTH
Increasing market share by growing the share of property
instructions and improving conversion rates, whilst driving
profitability through enhanced productivity.
FINANCIAL SERVICES GROWTH
Improving scale and cross-sell to drive revenue growth.
OUR 4 STRATEGIC PRIORITIES
Read more about our strategic priorities on PAGES 16 AND 17
Founded in 1981, Foxtons started as a two-person estate agency in Notting Hill and established
itself as an iconic estate agency brand. Today the Group operates from a network of interconnected
branches providing a range of residential property services through our Lettings, Sales and Financial
Services businesses. Lettings, which contributes approximately two thirds of total revenue, is the
largest part of the Group, delivering non-cyclical and recurring revenues from a portfolio of over
32,000 tenancies.
3
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
GETTING IT DONE. TOGETHER
Working together to create a respectful, rewarding and inspiring workplace.
This year, we launched our ‘‘Getting It Done. Together’’ framework. People are at
the heart of our business, and our framework brings together all parts of our people
and culture strategy, from building a workplace that is respectful, rewarding
and inspiring, through to how we empower our employees to report any concerns
without hesitation or fear of retaliation.
We want to ensure our environment remains one where everyone feels
valued and motivated to contribute their best.
Read more about our “Getting It Done. Together” framework on PAGES 40 AND 43
4 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CHAIRMAN'S STATEMENT
Foxtons delivered a resilient performance in 2025, underpinned by
acquisition-led revenue growth and the strength of our non-cyclical
earnings base. This was achieved against a particularly challenging
backdrop for the London property market, characterised by
macroeconomic uncertainty, subdued consumer sentiment and
prolonged speculation ahead of the Autumn Budget, all of which
weighed on activity. The business also faced a marked increase in
external cost pressures, including increased National Living Wage and
employers’ National Insurance contributions, which added further
strain to the operating environment. In this context, the Group’s
ability to sustain a strong performance reflects the meaningful
progress we have made in building a more robust business.
This performance reflects our deliberate strategy since 2022 to
reshape the Group towards a more stable and predictable revenue
profile, with over two-thirds of revenues non-cyclical and recurring
in nature, primarily in Lettings. Delivered through a combination of
organic growth and earnings-enhancing acquisitions, this strategic
shift has strengthened our earnings base and materially reduced the
Group’s exposure to sales market volatility.
Our scalable platform has capacity for substantially greater activity,
and we will continue to focus on Lettings growth, both organically
and through targeted, earnings accretive acquisitions in London and
complementary markets. The estate agency sector remains highly
fragmented and significant consolidation is needed, and the Board
expects Foxtons to be an important participant therein.
Market Conditions
The London lettings market remained resilient in 2025, supported
by good levels of supply and consistently high tenant demand.
Rental prices were broadly flat over the year, following sharp
increases in prior years, reflecting lower supply and demand
tension in the market.
Sales market activity was more mixed. First quarter exchange
volumes were elevated due to a surge in transactions ahead of
the stamp duty deadline. Buyer activity slowed in the second
half of the year, driven mainly by macroeconomic uncertainty
and the delayed Autumn Budget, leading to speculation around
various property-related tax measures. The measures announced
were much more limited than first signalled. While the tax on
homes over £2 million in value, due from April 2028, may create
some friction at higher price points, our focus remains on volume
markets, particularly properties below £1 million.
Financial Performance
Revenue increased 5% to £172.5 million, with growth primarily driven
by the revenue contribution from acquisitions. Adjusted operating
profit was flat at £22.2 million as external cost and inflationary
pressures impacted profitability despite revenue growth.
In January 2026 we completed the relocation of our headquarters,
following a proactive lease surrender ahead of the September 2027
lease end date. The relocation generates meaningful cost savings
and was made possible through enhanced utilisation of our branch
network and creating a lower-cost property management hub
outside of London. The £1.5 million of annual operating cost savings
will mostly mitigate the impact of further National Insurance cost
increases and other inflationary pressures in 2026.
Net debt at the period-end stood at £16.9 million (31 December
2024: £12.7 million), reflecting £11.2 million of net free cash flow
generation, £5.3 million of earnings-accretive acquisition spend, and
£9.1 million of shareholder returns (share buybacks and dividends).
To support the Group’s continued organic and acquisitive growth
strategies, the Board increased and extended the revolving credit
facility. The facility was expanded from £30 million to £40 million,
with all other terms of the facility remaining the same.
Dividend and Capital Allocation
For 2025, the Board is proposing a final dividend of 0.93p per share,
bringing total dividends declared for 2025 to 1.17p (2024: 1.17p).
£5.5 million on value-accretive share buybacks were completed in
the year which reflects the fact the Board believes the Company’s
shares continue to be undervalued relative to the Group’s strong
fundamentals and growth potential.
Our capital allocation policy aims to support long-term growth and
deliver sustainable shareholder returns. The framework prioritises
investment in organic growth, accretive acquisitions and a progressive
dividend, with any excess capital returned to shareholders through
share buybacks. The Board continually evaluates the most effective
uses of capital, including the relative attractiveness of acquisitions
compared with share buybacks, considering factors such as expected
return on investment, earnings per share accretion, borrowing
capacity and the Group’s leverage position. At this year’s AGM, the
Board will continue to recommend the resolution authorising the
Company to undertake market purchases of its ordinary shares.
People and Culture
As a people-business, our culture and the employee experience
remain central to our long-term success. Retaining and developing
a high-quality workforce continues to be a key priority, reflecting
the value this brings to employees, customers and shareholders.
The Board is committed to fostering a high-performance culture
that builds on progress to date, enhances collaboration, strengthens
accountability, and supports our people in delivering exceptional
customer service.
In 2025, the Board appointed external experts to undertake
comprehensive culture and HR function reviews. The resulting
recommendations guided the programmes implemented during
2025 and provide the foundation for further enhancements planned
for 2026. The Board continues to monitor culture closely through
regular employee engagement, ESG Committee oversight and
formal reporting, ensuring alignment with our purpose, values
and strategic ambitions.
5
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
"FOXTONS DELIVERED A RESILIENT
PERFORMANCE IN 2025, UNDERPINNED
BY ACQUISITION-LED REVENUE
GROWTH AND THE STRENGTH OF OUR
NON-CYCLICAL EARNINGS BASE.”
Nigel Rich CBE Chairman
Board Changes
Rosie Shapland, Senior Independent Director and Chair of the
Audit Committee, will retire as a Board Director following release
of the Group’s interim 2026 results, scheduled for 30 July 2026.
Jack Callaway will replace Rosie as Senior Independent Director
following this year’s AGM.
The Board has appointed a search consultant to commence the
recruitment process for a new Audit Committee Chair and will make
a further announcement as soon as practicable. An orderly handover
is planned as part of the normal Non-Executive Director onboarding
process. The Board would like to thank Rosie for her commitment and
significant contribution to the Company over the last six years.
Outlook
Lettings is expected to remain resilient in 2026 with solid supply and
demand fundamentals underpinning rental prices. Complementing
this resilience, the Renters’ Rights Act, effective from 1 May 2026,
is expected to create growth opportunities over the medium-term.
As the lettings sector increasingly professionalises, Foxtons is well
placed to capture organic growth opportunities, in particular the
cross-selling of property management services, alongside benefitting
from any acceleration in sector consolidation.
The sales market remains highly sensitive to the broader geopolitical
and macroeconomic backdrop, and a period of economic stability
is required to rebuild consumer confidence and support the release
of pent up demand within the market. Returning the Sales business
to profitability remains a fundamental priority for the Group and
therefore the business is being repositioned to reflect the lower
volume environment currently being experienced.
Through 2026, our focus is the execution of our growth strategy, both
organically and from maximising returns from recent acquisitions.
Delivering this effectively will require a stable operating environment
with fewer government policy disruptions. A clear and consistent
policy framework is essential for consumer confidence and the
effective functioning of the property market.
Nigel Rich CBE
Chairman
4 March 2026
6 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CHIEF EXECUTIVE'S REVIEW
The Group delivered a robust performance in 2025, underscoring our
leadership position in London’s estate agency sector and as the UK’s
largest lettings brand. Despite a challenging sales market backdrop,
we delivered 5% revenue growth, with adjusted operating profit flat
as higher revenues offset external cost pressures. This performance
reflects the strength of our core business, our large portfolio of
non-cyclical and recurring revenues and the capabilities of our
industry-leading Operating Platform.
To support continued growth, we have built on our core strengths.
Upgrades to our Operating Platform have enhanced the way we
serve customers, driving greater efficiency, consistency and service
standards across the business. These improvements strengthened
customer retention and increased cross-sell in 2025, particularly
within Lettings, where recurring revenues are underpinned by the
strength of our landlord relationships and the quality of our delivery.
These operational improvements build on the work we began in 2022
to rebuild capabilities and strengthen the Group’s financial profile by
reducing reliance on the cyclical sales market. Over this period, we
have delivered strong performance with revenue increasing at an 8%
compound annual growth rate and adjusted operating profit growing
at 23%. And, supported by our clear strategy and industry-leading
Operating Platform, we are focused on working towards our
medium-term financial targets.
Financial Results
Revenue for the year was up 5% to £172.5 million, adjusted EBITDA
up 5% to £25.3 million, adjusted operating profit flat at £22.2 million
and profit before tax down 3% to £16.9 million.
Lettings revenue increased by 5% or £4.9 million to £111.0 million,
with £0.6 million or 1% of like-for-like growth, and £5.2 million
of incremental revenue from acquisitions. Offsetting this growth
was £0.9 million of lower interest on client monies. The lettings
portfolio remained highly stable through the year, with revenue
growth supported by improved cross-sell of high-margin property
management services and, as these recurring revenues annualise, this
uplift will continue to benefit Group revenue in 2026 and beyond.
Sales revenue increased by 6% to £51.3 million on a total basis and
decreased by 2% on a like-for-like basis. The Reading and Watford
acquisitions contributed £3.4 million of revenue, a 9% increase in
the first full year of Foxtons’ ownership, as the Operating Platform
supported growth despite the challenging market.
Financial Services revenue grew by 10% to £10.3 million, as
improved operational performance and a stronger refinance
pipeline drove growth.
Adjusted operating profit was flat at £22.2 million, with
higher revenues largely offset by external cost pressures, many
government-driven, including increases in National Insurance and the
National Living Wage, alongside broader inflationary pressures. The
operating environment remains challenging, including the impact
of higher employment costs and continued inflationary pressures,
and we remain focused on disciplined cost control. We continue to
review our cost base in detail and deliver efficiencies where possible,
including the £1.5 million annual saving realised from January 2026
following the relocation of our headquarters.
Capital Markets Event and Medium-Term
Financial Targets
In June 2025 we held a capital markets event to outline the next
stage of our growth. At the event we presented our enhanced
strategy and strategic priorities, alongside setting new medium-term
financial targets: £240 million in revenue, £50 million in adjusted
operating profit, a 20% adjusted operating profit margin, and 60% to
70% net free cash flow conversion. These targets reflect the Group’s
focus on disciplined investment, operational efficiency, and long-term
value creation.
Rental Market Reform
The Renters’ Rights Act received Royal Assent and the main elements
will come into force on 1 May 2026. These regulatory changes will
create a period of adjustment for landlords, and our priority is to
ensure that both landlords and tenants fully understand the new
requirements and are well prepared for any impact on the market.
We are already seeing how the reforms create significant growth
opportunities for Foxtons, and we are positioning the business to
capture them. The legislation increases the importance of working
with a professional, high-quality agent who can ensure compliance
and protect landlords from the risk of fines or rental repayment
orders. With more than half of landlords self-managing their
properties, there is a clear potential for increased agent usage and,
consequently, a larger total addressable market for Foxtons.
In addition, the structural changes introduced by the legislation will
further benefit the Group. We are already seeing increased uptake of
high-margin property management and ancillary services, a trend we
expect to continue. Annual rent reviews, permitted from 1 May 2026,
will strengthen the link between our revenues and inflation, while the
removal of tenancy end dates is expected to extend average tenant
occupancy lengths.
The reforms will also place significant pressure on smaller
independent agents, given the rising investment required in people,
processes and compliance. This is expected to accelerate sector
consolidation and presents market share opportunities for Foxtons
by leveraging our brand strength and operational capabilities.
7
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Operational Progress
We continued to make strong progress across the business, building
on the capabilities of our Operating Platform to set Foxtons apart
from our competitors and underpin our growth. We are fostering a
culture of continuous improvement, ensuring every team is focused
on raising standards and operating more effectively.
Acquisitions
Our Lettings focused acquisition strategy continues to generate
attractive returns. Earlier acquisitions in London are delivering strong
returns on capital, and in 2025 our first acquisitions outside London,
in Reading and Watford, delivered returns ahead of their target levels
and supported both revenue and margin growth. To support growth
in Watford, we completed a further bolt-on acquisition that is already
delivering returns in line with our 20% return on capital target. In just
over a year, we have entered the market and established Foxtons as
the clear leader, with more than three times the market share of our
nearest competitor.
"WE CONTINUED TO MAKE STRONG
PROGRESS ACROSS THE BUSINESS,
BUILDING ON THE CAPABILITIES OF OUR
OPERATING PLATFORM TO SET FOXTONS
APART FROM OUR COMPETITORS AND
UNDERPIN OUR GROWTH.”
Guy Gittins Chief Executive Officer
As outlined at the capital markets event, our acquisition-led growth
strategy targets high-growth, complementary markets with strong
lettings demand, high levels of Foxtons brand awareness, strong
customer connectivity with London and consolidation opportunities.
In January 2026, we expanded our regional footprint by acquiring
the leading independent agents in Birmingham and Milton Keynes.
Each business will operate as a local platform, and with the support
of the Foxtons Operating Platform we expect to drive profit growth
through organic revenue expansion, synergy delivery and high-return
bolt-on acquisitions.
Sales business
Sales is an integral part of the Group’s full service estate agency
offering and highly complementary to Lettings. Foxtons’ proposition
is built on supporting customers throughout their entire property
lifecycle, and Sales provides an important channel in helping
landlords expand or reposition their portfolios. By delivering this
full-service approach across Sales and Lettings, we significantly
strengthen landlord loyalty, enhance the repeatability of revenues
and increase customer lifetime value.
8 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CHIEF EXECUTIVE'S REVIEW CONTINUED
Brand
New brand and marketing initiatives were focused on strengthening
customer acquisition and retention in a competitive market. Foxtons
has always enjoyed a distinctive level of brand awareness, doing
things differently from other estate agents, and in 2025 we built on
this by launching an exclusive partnership with IAG Loyalty, making
Foxtons the only UK estate agent through which customers can
earn Avios. This differentiated proposition is designed to attract
new customers, reward loyalty, and increase uptake of higher
margin services.
People and culture
Our people remain fundamental to our business. Recognising estate
agency as a people-led industry, we introduced the “Getting It
Done. Together” framework to align recruitment, development,
engagement and employee wellbeing. During the year, we continued
to strengthen our culture, including working with external experts to
assess the opportunities for improvements, enhancing our employee
value proposition, repeating respectful workplace and inclusion
training, and launching a new Code of Conduct. Together, these
actions will support engagement, retention and strengthen leadership
pipelines and underpin delivery of our strategic priorities.
Encouragingly, 81% of employees believe Foxtons is well positioned
to succeed over the next three years and 85% believe that Foxtons
values diversity and builds teams that are diverse. There is always
more we can do here, and we remain committed to building on our
progress to foster a respectful and collaborative culture that enables
exceptional service for our customers.
Returning the Sales business to profitability remains a fundamental
priority for the Group. To support this objective, James Stevenson
was appointed Managing Director in November 2025. Whilst
performance will continue to be influenced by the cyclicality of
the sales market, the business is being repositioned to reflect the
lower-volume environment experienced in recent years, including
evolving the operating model and adjusting the cost base, whilst
maintaining the ability to capture opportunities when market
volumes improve.
Customer service
Understanding and meeting the needs of our customers is the core of
our business and during the year we continued to enhance customer
experience. We are leveraging our real-time feedback platform to
provide visibility across the full customer lifecycle, enabling us to
measure service throughout the journey and resolve issues quickly.
Combined with AI-powered sentiment analysis, this allows us to
identify the drivers of exceptional service, embed insights into
training and deliver consistently high standards. We now achieve
customer satisfaction scores above 80% in both Lettings and
Sales, representing a double-digit uplift since these programmes
were launched.
Improved service also supported stronger cross-selling of high-value
products across the Group. In 2025 versus 2024, uptake of Lettings
property management services increased by 7% on new deals, and
referrals into Financial Services grew, supporting revenue growth in
the year. Beyond the direct revenue benefit, increased cross-selling
enhances customer lifetime value and further shifts revenues toward
higher-margin, recurring income streams.
Technology and data
Our in-house technology stack creates the flexibility to develop
and deploy AI solutions at pace, without the constraints of an
off-the-shelf system. We remain focused on value-add AI and data
products that deliver meaningful upgrades to our capabilities and
either directly drive revenue or reduce costs. In 2025, we expanded
our AI-driven sentiment analysis, advanced our lead-scoring models
to boost staff productivity, and introduced AI-powered training tools
that help new agents reach full performance faster and become
profit-accretive sooner.
We also strengthened our digital capabilities, rebuilding and
relaunching www.foxtons.co.uk to improve speed, resilience and lead
conversion, while enhancing the My Foxtons portal based on user
feedback. Early indicators show higher engagement and improved
satisfaction, with further enhancements planned.
9
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
2026 Trading And Outlook
Lettings is expected to remain resilient, continuing to provide
consistent, non-cyclical and recurring income. The Renters’ Rights Act
may create a period of adjustment as landlords and tenants respond
to the new system, but over time it will increase the importance
of working with a high quality, professional letting agent, creating
opportunities for Foxtons.
In Sales, buyer activity levels continue to be held back. Our focus
through 2026 is to reposition the Sales business for the lower
volume markets we continue to experience and support its path to
profitability. For pent-up demand to be released, the market will
require a more stable economic and policy backdrop than in 2025,
supported by further interest rate reductions.
It remains my firm belief that we have a great business with strong
foundations, a clear strategy and a platform that is built for scale.
Since 2022 we have strengthened our core operations, improved
consistency across the Group and created real momentum.
We have ambitious medium term targets, and our focus is on
working towards them through operational execution and fully
leveraging the capabilities of the Foxtons Operating Platform.
Guy Gittins
Chief Executive Officer
4 March 2026
GETTING IT DONE. TOGETHER
I am delighted to introduce our “Getting It Done.
Together” framework, which sets out the mutual
expectations we share and highlights the essential
part each of us plays in building a workplace that is
respectful, rewarding and inspiring. This framework
serves as a guide to how we can work effectively
together, ensuring that our professional environment
remains one where everyone feels valued and
motivated to contribute their best. The framework
is aligned with our values as a business, designed to
inspire everyone to embrace innovation, maintain
professionalism, pursue ambition, and consistently
strive for outstanding results, all while offering
informed perspectives on the market. Every day
we should challenge ourselves to demonstrate
behaviours which reflect our values. For further details
please refer to
PAGES 40 AND 43.
10 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
LONDON MARKET OVERVIEW
HIGH POPULATION
GROWTH
London's population reached
9.1 million in 2025, up from
8.9 million in 2020.
1
LOW HOUSE
BUILDING RATE
29,000 new homes were built
in 2024/25, 45% short of
the city’s target.
2
LONDON LETTINGS MARKET INSIGHTS
SIZE OF THE
RENTAL MARKET
London’s private rental
market includes over
1 million properties
(£29 billion annual rent).
3
BUILDTORENT
PIPELINE
53,000 Build-to-Rent units
in construction or planning
in London.
4
London is a highly valuable residential property market with a track record of long-term growth.
The lettings market is the largest in the UK, and stable and recurring in nature. The sales market
is highly valuable, but more cyclical in nature. By operating across both markets, but with a greater
weighting towards non-cyclical lettings revenues, the Group is well positioned for growth.
London’s private rental market will remain central to the city’s housing dynamics in the coming years.
The structural undersupply of housing alongside sustained economic momentum and strong population growth is likely to keep rental
demand elevated.
Combined with low rates of new build completions and an increasing preference for flexible living, these imbalances will likely keep
upward pressure on rents.
Build-to-Rent developments are anticipated to play an expanding role, but these are unlikely to fully bridge London’s housing gap in the
short or medium term.
Rental values are projected to stay at historically high levels into 2026, as strong tenant demand and limited new housing completions
are expected to continue.
OUTLOOK: SUSTAINED DEMAND
1
Source: Office for National Statistics
2
Source: Molior, Greater London Authority.
3
Source: Ministry of Housing, Communities and Local Government,
Office for National Statistics
4
Source: British Property Federation
11
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
LETTINGS
Lettings activity remained robust
throughout 2025.
Supply remained broadly stable with
limited levels of landlords either
entering or exiting the market. Rents
were broadly flat in 2025 following a
period of rapid rental price increases.
SALES
Exchange volumes were particularly
strong ahead of the March 2025
stamp duty deadline, as buyers pulled
forward transactions. Activity then
slowed, with the second half of the
year further affected by a market
downturn leading up to the delayed
Autumn Budget and by broader
economic uncertainty.
FINANCIAL SERVICES
Mortgage availability improved over
2025, supported by lower interest
rates. New purchase mortgage volumes
largely tracked the sales market, while
refinancing activity increased as greater
product availability increased options
for borrowers.
MARKET PERFORMANCE IN 2025
Residential market activity in 2025 reflected divergent trends across Lettings, Sales
and Financial Services.
GROWTH BEYOND
LONDON
Changing working patterns,
affordability pressures in
London, and strong transport
connectivity have supported
rental market growth across the
South East of England. Foxtons
is entering these high-value
markets through strategic
acquisitions. Once established,
the Company drives further
growth through organic
expansion and high ROI
bolt-on acquisitions.
Through acquisition, we now
have offices in Birmingham,
Crowthorne, Hemel Hempstead,
Milton Keynes, Reading, Watford
and Wokingham.
EXPANDING FOXTONS' ADDRESSABLE MARKET
12 FOX TONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESILIENT BUSINESS MODEL
Our business model is underpinned by non-cyclical recurring revenue streams, generated by
Lettings and refinance activity within Financial Services. In 2025, 67% of total revenue was
generated from non-cyclical and recurring revenue streams.
OUR REVENUE STREAMS
LETTINGS
London’s largest lettings agent
brand operating across the
private rental sector
SALES
London’s number 1 sales
agent with the highest
brand prominence
FINANCIAL SERVICES
Award winning independent
mortgage broker and financial
products provider
We are the largest lettings estate
agency brand in London and the UK,
with a portfolio of over 32,000
tenancies. We provide tenant find, rent
collection, tenancy renewal and
Property Management services to
landlords to ensure the best returns
from their investment.
We provide residential property sales
agency for private sellers and new
homes developers. We provide expert
support to sellers through the entire
transaction process, including valuing
properties by leveraging our data
insights and market expertise,
marketing to potential buyers,
negotiating deals and overseeing the
conveyancing process.
Under our Alexander Hall brand we
provide independent mortgage broking
and ancillary financial services
products. We provide high quality
advice and support to customers to help
them navigate the complex mortgage
market. We operate on a no deal-no fee
basis and generate fees from clients for
arranging mortgages, and earn
commissions from lenders when
successfully completing a mortgage.
Lettings
Sales
Financial Services
Non-cyclical and
recurring revenues (67%):
Lettings and Financial Services
refinance activity.
Cyclical revenues (33%):
Sales and Financial Services
transactional activity.
64%30%33%
67%
6%
2025 REVENUE
13
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
1
Result from the 2025 employee engagement survey
independently administered by CultureAmp. 82% of
the workforce responded to the 2025 survey.
VALUE FOR STAKEHOLDERS
POWERED BY THE FOXTONS OPERATING PLATFORM
THE FOXTONS OPERATING PLATFORM
CONSISTS OF 5 ELEMENTS
Read more about the power of the
Foxtons Operating Platform on
PAGE 14.
DATA PLATFORM
BRAND
PEOPLE, CULTURE AND
LEARNING & DEVELOPMENT
HUB AND SPOKE
TECH PLATFORM
Our shareholders
Delivering shareholder returns
£9.1 MILLION
of shareholder returns in 2025, including
dividends and share buybacks
Our customers and suppliers
Providing exceptional service and results for
landlords, sellers, tenants and buyers,
supported by our trusted supplier base
4.6 OUT OF 5
Google rating
Our people
77%
of employees would recommend Foxtons
as a great place to work
1
Our communities
Engaging with and contributing
to communities through our charity
partner, the Single Homeless Project
£66,500
of donations
14 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
FOXTONS OPERATING PLATFORM
The Foxtons Operating Platform underpins our long-term growth ambitions and supports
the delivery of our strategic priorities.
PEOPLE, CULTURE AND LEARNING
& DEVELOPMENT
High-performance culture which promotes delivering
customer results with the highest levels of service.
Working together to create a respectful, rewarding
and inspiring workplace.
TECH PLATFORM
End-to-end, fully integrated and
internally-developed system powering
all aspects of the business.
BRAND
Iconic brand, with highest levels of brand
awareness, most visited website and
premium fee position.
HUB AND SPOKE
Interconnected network of branches
supported by dedicated local sales teams.
Specialist operations teams underpin
this structure enhancing productivity,
delivering outstanding service, and
enabling scalable growth.
DATA PLATFORM
Best in class infrastructure, rich
databases built up over 20 years,
real-time market data, and advanced
data science, analytics and insights.
B
R
A
N
D
H
U
B
A
N
D
S
P
O
K
E
D
A
T
A
P
L
A
T
F
O
R
M
SCALABILITY
DEAL
EXCELLENCE
LIFETIME
CUSTOMER
VALUE
T
E
C
H
P
L
A
T
F
O
R
M
V
A
L
U
E
D
I
F
F
E
R
E
N
T
I
A
T
O
R
S
&
D
E
V
E
L
O
P
M
E
N
T
LEAD
GENERATION
P
E
O
P
L
E
,
C
U
L
T
U
R
E
A
N
D
L
E
A
R
N
I
N
G
15
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
1
Source: TwentyCi.
2
Foxtons branded Lettings and Sales activities.
3
Return on invested capital is defined as EBITDA less cash taxes divided
by enterprise value.
> 47% increase in tenancy portfolio size since 2021.
> 24% average return on invested capital on
acquired portfolios since 2020
3
.
SCALABILITY
The Foxtons Operating Platform is highly scalable, supporting
significant levels of growth with limited investment required, and
today is capable of powering a much larger estate agency footprint.
The platform further supports the rapid integration and delivery of
synergies within acquired lettings portfolios to deliver high levels of
return on investment.
> 88% of tenancies were agreed for repeat landlords
in 2025
2
.
> 32% of sellers were repeat customers in 2025
2
.
> 36% of buyers with Foxtons were advised
on their mortgage by our Financial Services
business in 2025
2
.
LIFETIME CUSTOMER VALUE
The Foxtons Operating Platform underpins delivery of best-in-class
customer results with the highest levels of service to drive repeat
business and cross-sell rates across the Group.
> Number 1 for new lets in London in 2025
1
.
> Number 1 for sales agreed in core markets in
London in 2025
1
.
DEAL EXCELLENCE
The Foxtons Operating Platform matches high levels of buyers and
renters with properties to deliver the best results for our customers.
This is achieved through an integrated branch network creating high
levels of renter and buyer mobility, high levels of staff productivity
underpinned by a bespoke workflow system and a culture of
delivering results for customers.
> Largest lettings listing agent in London in 2025
1
.
> Largest sales listing agent in London in 2025
1
.
LEAD GENERATION
Property instructions are the lifeblood of estate agency.
By combining the largest customer database in London estate
agency, data science-driven customer identification and targeting,
dedicated stock acquisition teams and high levels of brand awareness
amongst customers, the Foxtons Operating Platform drives strong
levels of lead generation in our markets.
HOW OUR VALUE DIFFERENTIATORS
DRIVE GROWTH
HOW THE FOXTONS OPERATING
PLATFORM CREATES VALUE
16 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DELIVERING AGAINST OUR STRATEGY
HOW WE DELIVER GROWTHSTRATEGIC PRIORITIES
Our strategy is to deliver long-term growth by decoupling earnings from sales market cycles,
with a focus on non-cyclical and recurring revenues in order to create significant shareholder value.
We deliver growth by identifying and acquiring high-quality
lettings portfolios. Our acquisitions fall into two categories:
bolt-on acquisitions within existing Foxtons markets, which
we rapidly integrate into the Foxtons Operating Platform to
unlock significant revenue and cost synergies; and new platform
acquisitions, where we acquire leading lettings businesses in
new markets to expand our addressable market, create organic
growth opportunities, and establish the infrastructure for future
bolt-on acquisitions.
LETTINGS – ACQUISITIVE GROWTH
The highly scaleable Foxtons Operating Platform enables us to
be an effective consolidator in the fragmented lettings market.
Acquired portfolios can be rapidly integrated unlocking
revenue and cost synergies.
We drive growth through our proven formula: retaining
customers with best-in-class service and outcomes,
underpinned by market-leading compliance to safeguard
landlords’ investments; acquiring new customers through
our advanced customer acquisition capabilities; and promoting
value-add services such as Property Management to reduce
landlords’ administrative burden, alongside a range of ancillary
lettings products.
LETTINGS – ORGANIC GROWTH
Lettings organic growth enables us to grow non-cyclical
and recurring revenue streams, which enhances the resilience
of our earnings.
We deliver growth through our formula: driving property
instructions by leveraging platform capabilities, the lifeblood of
estate agency; converting instructions into deals through our
highly trained and experienced teams, supported by London’s
largest buyer database; and enhancing productivity and
margins through our leading fee position, improved efficiency,
and increased cross-sell of ancillary services.
SALES GROWTH
Sales provides high levels of profitability in more buoyant
markets and, through cross-sell, complements our Lettings
and Financial Services businesses. By delivering growth we
aim to return Sales to profitability across market cycles, with
further upside potential in higher volume markets.
We deliver growth through a culture of continuous improvement,
upgrading our people, technology, data, and operational processes
to boost productivity; driving cross-selling across the Group by
enhancing connectivity with Foxtons estate agency operations; and
delivering a complementary operating model to capture the
opportunity across approximately 700,000 customers annually.
FINANCIAL SERVICES GROWTH
The business presents a compelling proposition: high levels of
recurring revenues from refinance activity and new purchase
transactional revenues from Sales cross-sell.
17
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
NEW MEDIUMTERM TARGETSFIVEYEAR TRACK RECORD
At a capital markets event in
June 2025, the Group introduced
new medium-term financial targets.
The Company remains focused on achieving our
medium-term targets through disciplined
operational execution and leveraging the
capabilities of the Foxtons Operating Platform.
£50 MILLION
OF ADJUSTED OPERATING PROFIT
£240 MILLION
IN REVENUE
20%
ADJUSTED OPERATING PROFIT MARGIN
60-70%
NET FREE CASH FLOW CONVERSION
2
MEDIUM-TERM FINANCIAL TARGETS
1
Adjusted measures have been restated under the Group’s revised adjusted items policy to provide
consistency across the track record period. Refer to Note 26 of the financial statements.
2
Net free cash flow conversion is defined as net free cash flow / adjusted operating profit.
Revenue
202320222021
£ million
2024 2025
CAGR: 8%
0.0
50.0
100.0
150.0
200.0
Adjusted EBITDA
1
202320222021 2024 2025
CAGR: 20%
0.0
5.0
10.0
15.0
20.0
25.0
30.0
£ million
Adjusted Operating Profit
1
202320222021 2024 2025
CAGR: 23%
0.0
5.0
10.0
15.0
20.0
25.0
£ million
18 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
STAKEHOLDER ENGAGEMENT
HOW WE PROMOTE THE SUCCESS OF FOXTONS FOR THE BENEFIT OF ALL
The Board recognises the importance of effective stakeholder engagement and that stakeholders’ views should be considered in its decision
making. Read more about the Board’s approach to stakeholder engagement in the context of the 2024 UK Corporate Governance Code
on
PAGE 74.
In line with Section 172(1) of the Companies Act 2006, the Directors believe that, individually and together as a Board, they have acted in the
way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, having
regard to the stakeholders and matters set out below in the decisions taken during the year ended 31 December 2025.
Section 172 factor Report section Page reference
The likely consequences of any decision
in the long-term
Resilient business model
PAGES 12 AND 13
Foxtons Operating Platform
PAGES 14 AND 15
Delivering against our strategy
PAGES 16 AND 17
Stakeholder engagement
PAGES 18 TO 21
Financial review
PAGES 24 TO 31
Risk management, principal risks and uncertainties
PAGES 32 TO 37
Prospects and viability
PAGES 38 AND 39
Board leadership and purpose
PAGES 72 AND 73
Board activity in 2025
PAGE 78
Directors’ Remuneration Report
PAGES 97 TO 133
The interests of the Group’s employees Delivering against our strategy
PAGES 16 AND 17
Stakeholder engagement
PAGES 18 TO 21
Responsible business – People, culture and learning
& development
PAGES 42 TO 51
Board leadership and purpose
PAGES 72 AND 73
Board activity in 2025
PAGE 78
Directors’ Remuneration Report
PAGES 97 TO 133
The need to foster the Group’s business
relationships with suppliers, customers
and others
Stakeholder engagement
PAGES 18 TO 21
Key performance indicators
PAGES 22 AND 23
Supplier relationships and responsibilities
PAGE 74
Board activity in 2025
PAGE 78
The impact of the Group’s operations
on the community and the environment
Risk management, principal risks and uncertainties
PAGES 32 TO 37
Responsible business – Environment
PAGES 54 TO 64
Responsible business – Community
PAGES 52 AND 53
Board activity in 2025
PAGE 78
ESG Committee Report
PAGES 87 TO 89
The desirability of the Group maintaining
a reputation for high standards of
business conduct
Delivering against our strategy
PAGES 16 AND 17
Risk management, principal risks and uncertainties
PAGES 32 TO 37
Responsible business – People, culture and learning
& development
PAGES 42 TO 51
Responsible business – Community
PAGES 52 AND 53
Board leadership and purpose
PAGES 72 AND 73
The need to act fairly between
stakeholders of the Group
Stakeholder engagement
PAGES 18 TO 21
Board leadership and purpose
PAGE 72 AND 73
Board activity in 2025
PAGE 78
Engaging with stakeholders is critical to our long-term success and in turn supports our purpose,
our business model and the delivery of our strategic priorities.
19
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
OUR STAKEHOLDERS
Effective engagement with our four stakeholder groups plays an
important role throughout our business and helps us to gain a
better understanding of the impact of our decisions on stakeholder
interests. Further details are set out on
PAGES 67 AND 74.
Refer to
PAGES 20 AND 21 for further details of other
stakeholder engagement in the year.
Our shareholders
Setting strategic priorities that will drive profitable
growth and create substantial shareholder value is
the key focus. Specifically, accelerating growth in Lettings
will make the Group more resilient to fluctuations in the
sales market and protect future profitability.
Key interests
• Financial performance and position
• Strategic direction and execution
• Capital allocation
• Executive remuneration
Our customers and suppliers
Our purpose, to get the right deal done for
London’s property owners, reflects our commitment
to deliver outstanding results for customers, supported
by our trusted suppliers.
Key interests
• Quality of customer service and results
• Effectiveness of our technology
• Navigating legislation and compliance changes
• Supplier engagement and payment practices
Our people
Investing in our people through industry
leading training designed to drive a respectful
high-performance culture. This is essential in the delivery
of our strategic priorities and will ensure Foxtons is a
rewarding workplace for employees to develop and grow.
Key interests
• Employee communication
• Equity, diversity and inclusion
• Remuneration and benefits
• Learning and development
• Career development and progression
Our communities
Making a positive contribution to the communities
we work in continues to be an important part of
our culture.
Key interests
• Informing ongoing community engagement programmes
and areas of focus
• Maximising value from support offered by Foxtons
CASE STUDY: SHAREHOLDER RETURNS
During 2025, the Board made a number of decisions in
relation to the Group's capital allocation framework, including
approving its final and interim dividends and two buyback
programmes of up to £3 million each. As part of the Board's
decision making and approval process, it focused on promoting
the long term sustainable success of the Group for the benefit
of all stakeholders.
At the Board meeting in February 2025, the Board undertook
a review of its capital allocation framework, which aims to
support long-term growth and deliver sustainable returns.
The Board consulted with shareholders for feedback, as well
as considering factors such as return on investment, earnings
per share accretion, borrowing capacity, and leverage.
Further details on Board activity can be found on
PAGE 78 of
the Corporate Governance report.
The Board initiated two buyback programmes of up to
£3 million each in 2025, the first on 8 April 2025, and the
second on 8 September 2025.
Additionally, the Board recommended a final dividend of
0.95 pence per ordinary share, which was approved by
shareholders at the Annual General Meeting in May 2025, and
the Board approved an interim dividend of 0.24 pence per share,
in line with the Group's progressive dividend policy.
This resulted in the Group delivering shareholder returns of
£9.1 million, comprising £5.5 million of share buybacks and
£3.6 million of dividends.
CASE STUDY: ACQUISITIONS
During the year the Board considered the acquisitions of
FleetMilne (Birmingham) and Cauldwell (Milton Keynes).
In considering the acquisitions the Board assessed the proposals
against previously agreed objective criteria, including potential
return on investment, compliance standards and alignment
with strategic objectives. As part of the acquisition assessment,
the Board carefully evaluated the workforce of the target
companies, with particular attention to how key employees
could be retained and supported through the transition.
Following a thorough assessment of both opportunities, the
Board approved the acquisitions, noting that both acquisitions
would deliver progress against the Group’s strategy to acquire
high-quality, non-cyclical and earnings accretive, lettings focused
businesses to enhance the Group’s portfolio of recurring revenues.
The acquisitions will also deliver progress against the Group’s
strategy to expand into further geographic regions outside London
and offer scope for significant growth opportunities.
20 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
STAKEHOLDER ENGAGEMENT CONTINUED
Our shareholders
Why we engage
Shareholders provide funds that support investment in the business and generate
long-term and sustainable returns. Engagement enables the Board to make well informed decisions
that take into account shareholder views.
How we engage
The Board regularly interacts with shareholders to facilitate effective dialogue, both through recurring
scheduled events, such as investor roadshows and trading updates, and through one-to-one shareholder
meetings led by the Chairman or CEO. Shareholder communications are also supported by regular
coverage from external analysts who cover the financial performance of the Group.
Key matters and outcomes
• Corporate broker arrangements: The Board reviewed the effectiveness of the corporate broking
arrangements and carried out a competitive tender process. In January 2026, the Board announced
the appointment of Panmure Liberum, alongside Singer Capital Markets, as the Company's joint
corporate brokers.
• Medium-term strategic priorities: In June 2025, management presented a strategic and financial
update at a capital markets event, outlining the Group’s enhanced strategy, key medium term
priorities, plans to further strengthen the industry leading Foxtons Operating Platform, and its
medium term financial targets. Following the event, the Executive team engaged directly with
shareholders to address specific questions.
• Capital allocation: There is regular engagement with shareholders over capital allocation priorities,
specifically how the Board allocates available capital between share buybacks and earnings accretive
acquisitions. The Group’s capital allocation priorities remain under regular review to ensure earnings
per share growth opportunities are maximised.
Our customers and suppliers
Why we engage
Engaging with customers helps us to satisfy changing needs, innovate and deliver better
results, and ensure our clients remain compliant in a changing regulatory landscape. Our suppliers
support us in maintaining the highest levels of customer service and business conduct, particularly in
relation to our Lettings property management service.
How we engage
We engage with our customers throughout a property transaction, as well as through other channels
such as customer surveys, consumer review platforms, social media and our marketing channels.
Service levels are reviewed regularly, as well as monitoring the integrity of the way we do business.
We engage with our supplier partners through regular service reviews and supplier payment practices
are reviewed on a regular basis by the Audit Committee.
Key matters and outcomes
• Customer service excellence: We continued to invest in our customer service proposition across our
business and upgraded our feedback channels and, complaints handling procedures.
Customer feedback is obtained through a blend of customer questionnaires, service rating metrics
and ongoing customer dialogue. The Group always aims to respond to feedback in a positive manner
and uses customer feedback to enhance training, technology and customer communications.
• Supplier interactions: Nurturing supplier relationships within our Property Management function
continues to be a key area of focus. During the year we engaged regularly with suppliers, completed
regular service quality assessments and proactively responded to customer feedback.
GETTING IT DONE. TOGETHER
21
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Our people
Why we engage
Our people are key to our future success. The Board and management team engage with
our people to better understand their views, enable them to influence matters that affect them and
encourage workforce participation in shaping strategic initiatives.
How we engage
We engage with our people through a number of mechanisms, including the Employee Engagement
Committee (EEC), branch visits, staff meetings, diversity networks, exit interviews and the annual
employee engagement survey. Employees are kept up-to-date through a variety of channels, including
group presentations, newsletters and video content. Refer to
PAGE 45 for more details.
Key matters and outcomes
• Learning and development: Employee feedback is incorporated when enhancing existing learning
and development programmes, and to identify where curriculum gaps exist. Specifically in 2025,
we improved our salesforce development programmes by expanding the technical curriculum, and
introducing new modules tailored to current market conditions. Refer to
PAGES 50 AND 51 for
further details.
• Equity, diversity and inclusion (EDI): Our 2025 EDI programme was developed in conjunction
with our employee-led EDI Committee, leading to new community events, broader charity partner
engagement and increased levels of employee engagement. Refer to
PAGES 46 TO 49 for
further details.
• Employee value proposition: We continually seek to develop our employee value proposition taking
into account employee feedback. In 2025 working patterns were updated in order to improve work
life balance. Additionally, new employee benefit arrangements were introduced to improve
employee experience.
Our communities
Why we engage
We recognise the importance of contributing positively to the communities in which we
operate. Our approach to community engagement is focused on a long-term charity partnership that
addresses genuine social need and delivers meaningful outcomes.
How we engage
We engage with our communities primarily through our charity partnership with the Single Homeless
Project, through a combination of financial contributions, employee fundraising and volunteering.
The Board’s ESG Committee receives updates from management on the Group’s contributions to our
community partnerships.
Key matters and outcomes
• Single Homeless Project: Our engagement with the Single Homeless Project has continued to go
from strength-to-strength with high level of employee engagement across the business. We have an
open dialogue with the Single Homeless Project to ensure our support continues to be relevant and
valuable to the charity and its beneficiaries. Refer to
PAGES 52 AND 53 for more details of our work
with the Single Homeless Project across 2025.
22 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
KEY PERFORMANCE INDICATORS
FINANCIAL KEY PERFORMANCE MEASURES
The Group uses key performance indicators to measure its performance and to assess progress
against its strategic priorities and monitor the impact of principal risks.
Refer to PAGES 16 AND 17 for details of the Group’s strategic priorities.
£ million /
% of revenue
Revenue
% of Group
revenue
2025 2024 2025 2024
Lettings 111.0 106.0 64% 65%
Sales 51.3 48.6 30% 30%
Financial Services 10.3 9.3 6% 5%
Group 172.5 163.9 100% 100%
Revenue and Percentage of Revenue by Segment
Revenue generated in line with the Group’s accounting policies and percentage of revenue contributed by each operating segment.
2025 performance
Revenue increased by 5% to £172.5 million, with Lettings revenue up 5%,
Sales revenue up 6%, and Financial Services revenue up 10%, compared to
2024. Lettings continues to contribute the largest proportion of revenue
in the Group, representing 64% of total Group revenue (2024: 65%).
2025 performance
In line with our Lettings growth strategy, which includes acquiring high
quality lettings portfolios, the proportion of non-cyclical and recurring
revenue continues to represent the largest proportion of Group revenue.
Non-cyclical and recurring revenue brings resilience to our business model
and protects profitability in lower volume sales markets. In 2025 the
proportion of revenue derived from non-cyclical and recurring activities
remained consistent with 2024 at 67%.
Non-Cyclical and Recurring Revenue %
Non-cyclical and recurring revenue consists of Lettings revenue and Financial Services refinance revenue, both of which are non-cyclical and recurring
in nature. Transactional revenue consists of Sales revenue and Financial Services new purchase revenue.
2025 2024
Non-cyclical and
recurring revenues 67% 67%
Transactional revenues 33% 33%
2025 performance
Lettings volumes increased by 4% compared to 2024 as a result of expansion
into new markets, offset by less frequent transaction events in the core
portfolio due to rising length of occupation. Sales and Financial Services
volumes increased by 19% and 13% respectively, with the significant
increase in Sales volumes reflective of expansion into new markets and
Financial Services volume growth driven by strong refinance activity.
Volumes by Segment
Total number of Lettings transactions (including renewals) completed, Sales transactions exchanged and Financial Services products arranged.
Volumes 2025 2024
Lettings 20,089 19,384
Sales 4,423 3,725
Financial Services 5,776 5,115
2025 performance
Group adjusted operating profit was £22.2 million (2024: £22.1 million)
and adjusted operating profit margin was 12.9% (2024: 13.5%).
Lettings adjusted operating profit reflects strong operating leverage
in the business, with revenue growth from margin accretive property
management and ancillary Lettings penetration. Sales adjusted operating
losses reflect the strategic decision to maintain bench strength in the
second half of the year, to ensure the business is well positioned to
capitalise on market normalisation.
Adjusted Operating Profit and Margin
Adjusted operating profit represents the profit before tax for the period before amortisation of acquired intangibles, finance income, finance cost,
other gains/losses and adjusted items. Refer to Note 26 for definitions of the adjusted measures.
Adjusted operating
profit
Adjusted operating
profit margin
£ million / % 2025
2024
(restated)
1
2025
2024
(restated)
1
Lettings 29.8 27.4 26.9% 25.9%
Sales (5.7) (3.8) (11.2%) (7.9%)
Financial Services 1.1 1.1 10.9% 12.2%
Corporate costs (3.0) (2.6) n/a n/a
Group 22.2 22.1 12.9% 13.5%
¹ In 2024, adjusted measures have been restated under the Group’s revised adjusted items policy. The policy now excludes non-cash IFRS 2 charges relating to the CEO’s
LTIP buyout award, as these relate to forfeited incentives from his former employer and do not represent underlying performance.
23
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
OTHER KEY PERFORMANCE MEASURES
Market Share Growth
Year-on-year percentage change in market share measured over a 12-month period. Lettings market share is calculated as Foxtons’ Lettings instruction
volumes divided by the number of instructions in Foxtons’ core addressable markets. Sales market share is calculated as Foxtons’ Sales exchange
volumes divided by the number of exchanges in Foxtons’ core addressable markets. Measures are calculated using third party data provided by TwentyCi.
2025 performance
Market share growth has been delivered in Lettings with Foxtons holding
6.7% lettings market share (2024: 6.2%) whilst Sales maintained broadly
flat market share at 4.8% (2024: 4.9%).
2025
Lettings market share growth (year-on-year) +8%
Sales market share growth (year-on-year) (2%)
2025 performance
Average revenue per branch decreased by 3% and average revenue per
fee earner increased 1%, which is reflective of expansion into new volume
driven commuter belt markets. For the Group's core addressable markets,
like-for-like average revenue per branch and average revenue per fee
earner was in line and 1% higher respectively.
Productivity
Average revenue per branch is Group revenue divided by the average number of branches. Average revenue per fee earner is Group revenue divided by
the average number of fee earning employees.
£'000 2025 2024
Average revenue per branch 2,654 2,739
Average revenue per fee earner 192 191
2025 performance
In 2025, we saw an increased level of participation in our annual
employee engagement survey with 82% (2024: 77%) of all our employees
completing the survey. The overall employee engagement score of 66%
(2024: 69%) is above relevant UK external benchmarks. Areas of focus for
2026 include increasing collaboration in the organisation and reviewing
recognition mechanisms.
Employee Engagement
Employee engagement score from the Group’s annual employee engagement survey independently administered by a third party, CultureAmp.
The engagement score is determined with reference to specific survey questions, designed by CultureAmp, which measure employee engagement.
2025 2024
Employee engagement score 66% 69%
2025 performance
We continue to maintain a strong Google rating which is reflective of
our continued investment in customer service, employee training
and technology.
Customer Satisfaction
Customer satisfaction is measured with reference to Google ratings which are compiled across the Group’s branches using Google’s review platform
which enables our customers to review and rate the quality of our service.
2025 2024
Google rating (out of 5) 4.6 4.5
Net Free Cash Flow
Net free cash flow is net cash from operating activities less repayment of IFRS 16 lease liabilities and net cash generated/used in investing activities,
excluding the acquisition of subsidiaries (net of any cash acquired) and purchase of investments.
£ million 2025 2024
Net free cash flow 11.2 9.8
2025 performance
Net free cash flow improved by £1.4 million to £11.2 million (2024:
£9.8 million), primarily driven by a £2.9 million improvement in net
cash from operating activities, partially offset by increased capital
expenditure relating to the Group’s head office relocation. Refer to
Note 26 for a reconciliation of the Group’s net free cash flow alternative
performance measure.
24 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
FINANCIAL REVIEW
“STRONG RETURNS FROM LETTINGS
ACQUISITIONS, ALONGSIDE GROWTH IN
HIGH MARGIN PROPERTY MANAGEMENT
REVENUES, SUPPORTED RESILIENT
2025 EARNINGS.”
Chris Hough Chief Financial Officer
PROFIT
BEFORE TAX
£16.9 MILLION
2024: £17.5 million
REVENUE
+5%
£172.5 MILLION
2024: £163.9 million
ADJUSTED
OPERATING PROFIT
1,2
£22.2 MILLION
2024: £22.1 million
TOTAL DIVIDEND
PER SHARE
1.17 PENCE
2024: 1.17 pence
NET FREE
CASH FLOW
1
+14%
£11.2 MILLION
2024: £9.8 million
BASIC ADJUSTED
EARNINGS PER SHARE
1,2
5.0 PENCE
2024: 5.2 pence
1
Measures are alternative performance measures (APMs). APMs are defined, purpose explained and reconciled to statutory measures within Note 26 of the
financial statements.
2
2024 adjusted measures have been restated under the Group’s revised adjusted items policy. The policy now excludes non-cash IFRS 2 charges from the CEO’s LTIP
buyout award, as these relate to forfeited incentives from his former employer and do not represent underlying performance.
Note: Throughout the Financial Review, values in tables/narrative may have been rounded and totals may therefore not be the sum of presented values in all instances.
25
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
2025
£m
Restated
2
2024
£m Change
Revenue and profit measures
Revenue 172.5 163.9 +5%
Contribution
1
110.4 104.9 +5%
Contribution margin
1
64.0% 64.0% –
Adjusted EBITDA
1,2
25.3 24.1 +5%
Adjusted EBITDA margin
1
14.7% 14.7% –
Adjusted operating profit
1,2
22.2 22.1 –
Adjusted operating profit margin
1,2
12.9% 13.5% (60bps)
Profit before tax 16.9 17.5 (3%)
Profit after tax 12.8 14.0 (8%)
Earnings per share
Adjusted earnings per share (basic)
1,2
5.0p 5.2p (4%)
Earnings per share (basic) 4.3p 4.6p (7%)
Net free cash flow and net debt
Net free cash flow
1
11.2 9.8 +14%
Net debt
1
(16.9) (12.7) +33%
Dividends
Interim dividend per share 0.24p 0.22p +9%
Final dividend per share 0.93p 0.95p (2%)
1
APMs are defined, purpose explained and reconciled to statutory measures within Notes 2 and 26 of the financial statements.
2
2024 adjusted measures have been restated under the Group’s revised adjusted items policy. The policy now excludes non-cash IFRS 2 charges from the CEO’s
LTIP buyout award, as these relate to forfeited incentives from his former employer and do not represent underlying performance. 2024 adjusted items and
adjusted measures have been restated throughout the financial review to ensure comparability. Refer to Note 26 of the financial statements for definitions of
the adjusted measures.
Financial Overview
As presented in the table above, key financial performance measures include:
• Revenue increased by 5% to £172.5 million (2024: £163.9 million), with Lettings revenue up 5%, Sales revenue up 6% and Financial Services
revenue up 10%.
• Adjusted EBITDA increased by 5% to £25.3 million (2024: £24.1 million) and adjusted operating profit was flat at £22.2 million
(2024: £22.1 million).
• Profit before tax decreased to £16.9 million (2024: £17.5 million) and profit after tax decreased to £12.8 million (2024: £14.0 million).
• Basic adjusted earnings per share was 5.0p (2024: 5.2p) and basic earnings per share was 4.3p (2024: 4.6p).
• Net free cash flow was £11.2 million (2024: £9.8 million) and net debt at 31 December 2025 was £16.9 million (2024: £12.7 million) reflecting
the uses of cash explained
PAGE 29.
• An interim dividend of 0.24p per share was paid in September 2025. The Board has proposed a final dividend of 0.93p per share, resulting in a
total dividend for the year of 1.17p per share (2024: 1.17p per share).
During the year, the Company exercised the accordion option on the revolving credit facility (RCF), increasing it from £30 million to £40 million,
and extended it by one year from June 2027 to June 2028. The RCF supports the Group’s inorganic and organic growth strategy.
Revenue
Revenue Volumes
1
Revenue per transaction
1
2025
£m
2024
£m
Change 2025
£m
2024
£m
Change 2025
£m
2024
£m
Change
Lettings 111.0 106.0 +5% 20,089 19,384 +4% 5,524 5,470 +1%
Sales 51.3 48.6 +6% 4,423 3,725 +19% 11,589 13,038 (11%)
Financial Services 10.3 9.3 +10% 5,776 5,115 +13% 1,785 1,824 (2%)
Total 172.5 163.9 +5%
1
‘Volumes’ and ‘Revenue per transaction’ are defined in Note 26 of the financial statements.
The Group consists of three operating segments: Lettings, Sales and Financial Services. Lettings represents 64% (2024: 65%), Sales 30% (2024:
30%) and Financial Services 6% (2024: 5%) of total revenue. Non-cyclical and recurring revenue streams, generated by Lettings and refinance
activity within Financial Services, represents 67% (2024: 67%) of Group revenue.
26 FOX TONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
FINANCIAL REVIEW CONTINUED
Lettings revenue
Lettings revenue increased by 5% to £111.0 million (2024:
£106.0 million), including £5.2 million of incremental acquisition
revenues (10 additional months of trading from Haslams and
Imagine, acquired in October 2024, and 10 months of trading of
Marshall Vizard, acquired in February 2025). Transaction volumes
increased by 4% and average revenue per transaction increased by
1%, reflecting improved property management cross-sell, which
offset lower interest earned on client monies and the move into
higher volume commuter markets, which command lower average
fees. After significant rental price increases in prior years, prices for
new deals were broadly flat as prices calibrate to tenant earnings.
Lettings revenue includes £5.7 million (2024: £6.6 million) of interest
earned on client monies which supports the operating costs of
managing client money, such as staff costs, bank and card fees, and
compliance costs. The reduction in interest earned on client monies
was driven by lower interest rates.
Sales revenue
Sales revenue increased by 6% to £51.3 million (2024: £48.6 million),
as revenues from acquisitions offset a 2% reduction in like-for-like
revenues during a challenging market in H2. Foxtons’ core Sales
volumes were broadly in line with the market which saw a 2%
increase in volumes (source: TwentyCi) with Foxtons’ market share
of exchanges broadly flat at 4.8% (2024: 4.9%).
Average revenue per transaction was 11% lower than 2024 reflecting
expansion into higher volume commuter markets which command
lower average fees. Foxtons core addressable markets, which excludes
commuter markets outside London, saw a 5% reduction in average
revenue per transaction including a 3% decrease in the average price
of properties sold (2025: £574,000; 2024: £592,000) primarily due
to a lower value property mix as a result of the March 2025 stamp
duty deadline.
Financial Services revenue
Financial Services revenue increased by 10% to £10.3 million
(2024: £9.3 million), reflecting a 13% increase in volumes and a 2%
decrease in average revenue per transaction. Lower average revenue
per transaction was driven by a market-driven change in product mix
towards refinance activity, which commands a lower average fee than
new purchase transactions. In 2025, £4.3 million (42% of revenue)
was generated from non-cyclical refinance activity and £6.0 million
(58% of revenue) from purchase activity which is more cyclical
in nature.
Contribution and Contribution Margin
2025 2024
£m margin £m margin
Lettings 82.9 74.7% 78.1 73.7%
Sales 23.3 45.4% 22.7 46.8%
Financial Services 4.2 40.7% 4.0 43.0%
Total 110.4 64.0% 104.9 64.0%
Contribution, defined as revenue less direct salary costs of front
office staff and bad debt charges, increased to £110.4 million (2024:
£104.9 million). Contribution margin for the year was flat at 64.0%
(2024: 64.0%), despite £1.1 million of inflationary pressures on the
direct cost base relating to increases in employers’ National Insurance
and the National Living Wage (with a further £0.7 million impact
classified in overhead costs), reflecting the following segmental
margin changes:
• Lettings contribution margin increased to 74.7% (2024: 73.7%)
reflecting improved property management cross-sell and ancillary
Lettings penetration.
• Sales contribution margin decreased to 45.4% (2024: 46.8%) due
to the strategic decision to maintain bench-strength during lower
volume market conditions.
• Financial Services margin decreased to 40.7% (2024: 43.0%) due
to a shift in product mix towards lower value refinance activity
and investment in fee earner headcount.
Total average fee earner headcount across Lettings, Sales and
Financial Services was up 5% to 900 (2024: 859), primarily reflecting
acquired headcount from acquisitions.
Adjusted Operating Profit and Adjusted
Operating Profit Margin
2025
Restated
2024
£m margin £m margin
Lettings 29.8 26.9% 27.4 25.9%
Sales (5.7) (11.2%) (3.8) (7.9%)
Financial Services 1.1 10.9% 1.1 12.2%
Corporate costs (3.0) n/a (2.6) n/a
Total 22.2 12.9% 22.1 13.5%
Adjusted operating profit for the year was £22.2 million
(2024: £22.1 million) and adjusted operating margin was 12.9%
(2024: 13.5%). Refer to Note 2 of the financial statements for a
reconciliation of adjusted operating profit to the closest equivalent
IFRS measure.
27
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Consistent with prior periods, for the purposes of segmental
reporting, shared costs relating to the estate agency businesses are
allocated between Lettings and Sales with reference to relevant cost
drivers, such as front office headcount in the respective businesses.
Corporate costs are not allocated to the operating segments and are
presented separately.
Lettings adjusted operating profit increased by £2.4 million to
£29.8 million. Sales adjusted operating loss increased by £1.9 million
to £5.7 million, and Financial Services operating profit remained flat
at £1.1 million.
Within adjusted operating profit the following depreciation,
amortisation and share-based payment IFRS 2 charges were incurred:
2025
£m
Restated
2024
£m
Depreciation – property, plant
and equipment
2.6 2.5
Amortisation – non-acquired intangibles 0.7 0.2
Share-based payment charges 1.8 1.2
Total 5.1 3.9
Adjusted Operating Cost Base
The Group defines its adjusted operating cost base as the
difference between revenue and adjusted operating profit, excluding
depreciation of property, plant and equipment and amortisation of
intangible assets. The reconciliation of the adjusted operating cost
base is presented below:
2025
£m
Restated
2024
£m
Revenue 172.5 163.9
Less: Adjusted operating profit (22.2) (22.1)
Difference between revenue and
adjusted operating profit
150.3 141.8
Less: Property, plant and equipment
depreciation
(2.6) (2.5)
Less: Amortisation – non-acquired
intangibles
(0.7) (0.2)
Adjusted operating cost base 147.0 139.1
The table below analyses the adjusted operating cost base into five
categories. The adjusted operating cost base increased by £7.9 million
to £147.0 million (2024: £139.1 million), including the impact of
incremental acquisition operating costs.
2025
£m
Restated
2024
£m
Change
£m
Direct costs 62.1 59.1 +3.1
Branch operating costs 34.1 33.0 +1.1
Centralised revenue generating
operating costs
17.7 16.9 +0.8
Revenue generating operating
costs
113.9 108.9 +5.0
Central overheads 30.0 27.6 +2.4
Corporate costs 3.0 2.6 +0.4
Adjusted operating cost base 147.0 139.1 +7.9
Key movements in the adjusted operating cost base in 2025 versus
2024 are as follows:
• Direct costs (salary costs of branch fee earners and bad debt
charges) increased by £3.1 million primarily due to an increase
in fee earner headcount from acquisitions and £1.1 million of
inflationary pressures from increases in employers’ National
Insurance and the National Living Wage.
• Branch operating costs (shared between Lettings and Sales)
increased by £1.1 million primarily due to targeted marketing
investments and non-recurring property related costs.
• Centralised revenue generating operating costs (centralised fee
earners, lead generation and property management) increased
by £0.8 million primarily due to investment in centralised fee
earner headcount.
• Central overhead costs increased by £2.4 million reflecting
acquisition related overheads, general inflationary pressures
and £0.6 million of incremental share-based payment charges.
• Corporate costs (not directly attributed to the operating
segments) increased by £0.4m reflecting non-recurring
consultancy costs.
28 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
FINANCIAL REVIEW CONTINUED
Adjusted EBITDA and Adjusted
EBITDA Margin
2025
Restated
2024
£m margin £m margin
Adjusted EBITDA 25.3 14.7% 24.1 14.7%
Adjusted EBITDA increased by 5% to £25.3 million (2024: £24.1 million)
and Adjusted EBITDA margin remained stable at 14.7% (2024: 14.7%).
Adjusted EBITDA, which is before non-cash depreciation of property,
plant and equipment (but after IFRS 16 depreciation), amortisation,
share-based payment charges and adjusted items, is defined on a
basis consistent with that of the Group’s RCF covenants. Since the
metric includes IFRS 16 right-of-use asset depreciation and IFRS 16
lease finance cost the measure fully reflects the Group’s lease cost
base. Refer to Note 26 of the financial statements for a reconciliation
of adjusted EBITDA to the closest equivalent IFRS measure.
Adjusted Items
A net adjusted items charge of £0.3 million (2024: £0.2 million) was
incurred in the year. Adjusted items, due to their size and incidence
require separate disclosure in the financial statements to reflect
management’s view of the underlying performance of the Group
and allow comparability of performance from one period to another.
The table below provides detail of the adjusted items in the year, refer
to Note 4 of the financial statements for further details.
2025
£m
Restated
2024
£m
Net property related reversals
1
(1.3) (0.6)
Transaction related costs
2
0.3 0.3
LTIP buyout award costs 1.0 0.6
Reorganisation costs
3
0.2 –
Adjusted items net charge 0.3 0.2
1 Net property related reversals mainly comprise the net of charges for
re-estimation of property and onerous cost provisions, gains on the surrender
of leases and other charges and credits relating to vacant or sublet property.
The treatment of such items is consistent from year-to-year.
2 Transaction related costs relate mainly to costs directly incurred as a result of
the Group’s acquisition strategy.
3 Senior management reorganisation costs.
Net cash outflow from adjusted items during the year totalled
£1.9 million (2024: £1.2 million).
Profit Before Tax and Adjusted Profit
Before Tax
2025
£m
Restated
2024
£m
Adjusted operating profit 22.2 22.1
Less: adjusted items (0.3) (0.2)
Less: amortisation of acquired intangibles (2.6) (2.1)
Operating profit 19.4 19.8
Less: net finance costs and other gains (2.4) (2.3)
Profit before tax 16.9 17.5
Add: adjusted items 0.3 0.2
Add: amortisation of acquired intangibles 2.6 2.1
Adjusted profit before tax 19.8 19.8
Profit before tax decreased by 3% to £16.9 million (2024: £17.5 million)
with £0.1 million incremental underlying profit growth offset by
increased non-cash charges relating to amortisation of acquired
intangibles of £2.6 million (2024: £2.1 million). Net finance costs and
other gains of £2.4 million (2024: £2.3 million), of which £2.1 million
relates to IFRS 16 lease finance costs (2024: £2.1 million), were incurred
in the year. Adjusted profit before tax, which excludes adjusted
items and amortisation of acquired intangibles, is £19.8 million
(2024: £19.8 million).
Profit After Tax
2025
£m
2024
£m
Profit before tax 16.9 17.5
Less: current tax charge (5.6) (3.5)
Add: deferred tax credit 1.5 –
Profit after tax 12.8 14.0
The Group has a low-risk approach to its tax affairs and all business
activities are within the UK and are UK tax registered and fully tax
compliant. The Group does not have any complex tax structures
in place and does not engage in any aggressive tax planning or tax
avoidance schemes. The Group is transparent, open and honest in
its dealings with tax authorities.
Profit after tax of £12.8 million (2024: £14.0 million) is after charging
current tax of £5.6 million (2024: £3.5 million). £1.5 million of
deferred tax credits have been recognised in the period (2024: £nil).
The effective tax rate for the year was 24.0% (2024: 19.9%), which
compares to the statutory corporation tax rate of 25.0% (2024: 25.0%).
The 2025 effective tax rate is lower than the statutory corporation
tax rate primarily due to an adjustment in respect of previous periods.
Net deferred tax liabilities totalled £25.9 million (2024: £26.8 million),
which comprise £29.0 million (2024: £29.5 million) of deferred tax
liabilities relating to the Group’s intangible assets, offset by deferred
tax assets of £3.0 million (2024: £2.7 million). The deferred tax assets
relate to fixed asset timing differences, share based payments and tax
losses brought forward which are expected to be recovered through
future taxable profits.
29
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Earnings Per Share
2025
£m
Restated
2024
£m
Profit after tax 12.8 14.0
Add: adjusted items (net of tax)
1
0.4 0.1
Add: amortisation of acquired
intangibles (net of tax)
1
2.0 1.6
Adjusted earnings for the purposes
of adjusted earnings per share
15.2 15.7
Earnings per share (basic) 4.3p 4.6p
Earnings per share (diluted) 4.2p 4.5p
Adjusted earnings per share (basic) 5.0p 5.2p
Adjusted earnings per share (diluted) 4.9p 5.1p
1 Adjusted items charge of £0.3 million (2024: £0.2 million charge) per Note 4
of the financial statements, and associated tax charge of £0.1 million (2024:
£0.1 million credit) and amortisation of acquired intangibles of £2.6 million
(2024: £2.1 million) per Note 9, plus associated tax credit of £0.7 million
(2024: £0.5 million).
Cash Flow from Operating Activities
and Net Free Cash Flow
2025
£m
2024
£m
Operating cash flow before movements
in working capital
36.4 35.3
Working capital outflow (4.4) (4.9)
Income taxes paid (4.3) (5.6)
Net cash from operating activities 27.7 24.7
Repayment of IFRS 16 lease liabilities (13.0) (13.2)
Net cash used in investing activities
1
(3.5) (1.8)
Net free cash flow 11.2 9.8
1 Excludes £5.3 million (2024: £12.7 million) of cash outflows relating to the
acquisition of subsidiaries (net of any cash acquired).
Operating cash flow before movements in working capital increased
by £1.1 million to £36.4 million (2024: £35.3 million). Net cash
from operating activities increased by £3.0 million to £27.7 million
(2024: £24.7 million) primarily due to increased operating cashflows
and a £1.3 million reduction in taxes paid as a result of a brought
forward tax receivable balance. Net free cash flow was £11.2 million
(2024: £9.8 million).
Net Debt
Net debt at 31 December 2025 was £16.9 million (2024: £12.7 million).
Net debt reflects operating cash inflows of £27.7 million, £5.3 million
of acquisition related spend, £4.4 million of working capital
outflows, £3.9 million of capital expenditure, and £9.1 million
of shareholder returns (£3.6 million of dividends paid and £5.5 million
of share buybacks).
Revolving Credit Facility
During the year, the Company exercised the accordion option on
the RCF, increasing it from £30 million to £40 million, and extended
it by one year from June 2027 to June 2028. The RCF attracts a
margin of 1.65% above SONIA and is unsecured. The RCF supports
the Group’s Lettings portfolio acquisition strategy and working
capital management.
The RCF is subject to a leverage covenant (net debt to adjusted
EBITDA not to exceed 1.75x) and an interest cover covenant
(adjusted EBITDA to interest not to be less than 4x) as defined in the
facility agreement. Both covenants are calculated using pre-IFRS 16
accounting principles. At 31 December 2025 the leverage ratio was
0.7x and the interest cover ratio was 24x.
Acquisitions
Marshall Vizard
On 28 February 2025 the Group acquired 100% of the equity interest
of Marshall Vizard LLP and its holding companies (‘Marshall Vizard’),
an independent estate agent which is focused on the commuter
town of Watford. Total purchase consideration was £2.6 million, with
£1.7 million paid in the year, net of cash acquired, which is included in
cash flows used in investing activities in the consolidated statement
of cash flows. At 31 December 2025, the remaining consideration
payable of £0.5m is included within trade and other payables.
Acquired net assets were fair valued and include £1.0 million of
customer contracts and relationships and £1.4 million of acquired
goodwill. The acquisition contributed £0.7 million of revenue and
£0.4 million of adjusted operating profit in 2025.
Prior period acquisitions
Deferred consideration of £3.7 million was paid during the period
relating to the 28 October 2024 acquisitions of Haslams and Imagine,
and the 6 November 2023 acquisition of Ludlow Thompson.
Refer to Note 12 of the financial statements for further details.
30 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
FINANCIAL REVIEW CONTINUED
Other Balance Sheet Positions
Significant balance sheet movements in the period:
• Goodwill of £54.5 million (2024: £52.3 million) and other
intangible assets of £116.7 million (2024: £118.0 million), with the
increase in goodwill driven by the acquisition of Marshall Vizard
and revaluation of deferred consideration payable for prior year
acquisitions within the 12-month window from acquisition date.
The decrease in other intangible assets was due to amortisation,
partially offset by £1.0 million of customer contracts and
relationships recognised on the acquisition of Marshall Vizard.
• Total contract assets of £27.1 million (2024: £24.2 million) and
total contract liabilities of £9.8 million (2024: £10.5 million).
The increase in contract assets was mainly driven by a shortening
of billing periods.
• Lease liabilities of £40.0 million (2024: £42.8 million) and right-of-use
assets of £38.5 million (2024: £38.6 million) with movements in the
balances explained in Note 11 of the financial statements.
• Borrowings of £22.4 million (2024: £18.0 million) to finance the
Group’s acquisition strategy.
Capital Allocation and Dividend
The Group’s capital allocation framework reflects the Group’s
ongoing strategic priorities and capital structure. The framework,
which aims to support long-term growth and deliver sustainable
shareholder returns, prioritises:
• Organic growth, by investing in strategically important areas such
as people, technology, data and brand.
• Accretive acquisition opportunities, by acquiring high-quality lettings
portfolios which contribute non-cyclical and recurring revenue and
deliver strong returns on investment and synergy potential.
• A progressive dividend, which provides a reliable and growing income
stream to investors, whilst maintaining strong dividend cover.
We also continuously assess other shareholder return opportunities,
such as share buybacks, considering factors such as earnings per share
accretion, borrowing capacity and leverage.
The Group seeks to utilise its balance sheet and revolving credit
facility to best effect, and to maintain a leverage ratio (net debt to
adjusted EBITDA) of less than 1.25x at the year end balance sheet date.
An interim dividend of 0.24p per share was paid in September
2025. The Board has proposed a final dividend of 0.93p per share,
resulting in a total dividend for the year of 1.17p per share (2024: 1.17p
per share). The proposed dividend will be paid on 15 May 2026 to
shareholders on the register at 10 April 2026, subject to shareholder
approval at the AGM due to be held on 7 May 2026. The shares will
be quoted ex-dividend on 9 April 2026.
Share Buyback
During the year, 9,818,294 shares with a nominal value of £98k were
repurchased at a cost of £5.5 million (2024: none) through two share
buyback programmes announced on 8 April 2025 and 8 September
2025. Shares purchased during the period were cancelled.
Related Party Transactions
Related party transactions, covering remuneration of key
management personnel, are disclosed in Note 23 of the
financial statements.
Treasury Management
The Group seeks to ensure it has sufficient funds for day-to-day
operations and to enable strategic priorities to be pursued.
Financial risk is managed by ensuring the Group has access to
sufficient borrowing facilities to support working capital demands
and growth strategies, with cash balances held with major UK based
banks. The Group has no foreign currency risk and consequently
has not entered into any financial instruments to protect against
currency risk.
Pensions
The Group does not have any defined benefit schemes in place but is
subject to the provisions of auto-enrolment which require the Group
to make certain defined contribution payments for our employees.
Post Balance Sheet Events
The Group’s strategy is to acquire earnings-accretive, lettings-focused
businesses which expand portfolio of non-cyclical and recurring
revenues. Acquisitions fall into two categories: 1) bolt-on acquisitions
which are located within existing Foxtons markets; and 2) platform
acquisitions which expand the Group’s operations into new markets.
On 7 January 2026, the Group completed the acquisition of
Cauldwell, a leading independent agent in Milton Keynes, for
consideration of £6.5 million on a cash and debt-free basis, of which
£0.8 million is deferred for 12 months and contingent on performance
targets being met. Cauldwell's unaudited total revenue and operating
profit for the 12 months ended 31 August 2025 was £2.7 million and
£0.8 million, respectively.
On 20 January 2026, the Group completed the acquisition of
FleetMilne, a high-quality, independent lettings agent with a leading
market share position in central Birmingham, for consideration of
£4.0 million on a cash and debt-free basis, of which £0.8 million
is deferred for 12 months and contingent on performance targets
being met. FleetMilne's unaudited total revenue and operating profit
for the 12 months ended 31 December 2025 was £1.5 million and
£0.1 million, respectively.
Given the proximity of the transactions to the announcement of the
Group’s financial statements, full purchase price allocation exercises
have not yet been completed and the valuation of the assets acquired
will be assessed prior to the next reporting date.
Renters’ Rights Act
The Renters’ Rights Act received Royal Assent on 27 October
2025 and the main elements will come into force on 1 May 2026.
The legislation represents a significant change to the lettings sector,
most notably through the elimination of fixed-term tenancies.
All fixed-term assured shorthold tenancies will become periodic,
eliminating the concept of a fixed-term tenancy.
31
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The removal of fixed-term tenancies requires a change in the
Group’s Lettings revenue recognition policy for securing a tenancy
for the landlord, where revenue is currently recognised upfront until
the end of the non-cancellable period. Under the new legislation,
management will apply IFRS 15’s variable consideration methodology,
by recognising tenant find initial revenue with reference to an
estimated expected length of tenant occupation informed by
historical data.
The removal of fixed-term tenancies is expected to reduce the
average initial landlord billing period at the start of new tenancies.
To prepare for this change, alongside improving competitiveness and
landlord retention, Foxtons has been transitioning its portfolio to
shorter billing terms since 2023. The final phase of this programme
is scheduled for completion in 2027 and is expected to result in a
working capital outflow of c.£10 million over a two-year period.
Whilst the move to periodic tenancies provides tenants with
more flexibility, tenant length of occupation is not expected to
change significantly, although the Renters’ Rights Act may create
a period of adjustment as landlords and tenants respond to the
new requirements.
The new legislation, including the creation of a new landlord
ombudsman and upcoming Decent Homes Standard, presents an
opportunity to upsell managed tenancies which are currently let only.
The changes are expected to reinforce Foxtons’ competitive position,
as scale, compliance capability and operational expertise become
increasingly important in the Lettings market.
Risk Management
The Group has identified its principal risks and uncertainties and
they are regularly reviewed by the Board and Senior Management.
Refer to
PAGES 32 TO 37 for details of the Group’s risk management
framework and principal risks and uncertainties.
Going Concern, Prospects and Viability
The financial statements of the Group have been prepared on a going
concern basis as the Directors have satisfied themselves that, at the
time of approving the financial statements, the Group has adequate
resources to continue in operation for a period of at least 12 months
from the date of approval of the financial statements. Furthermore,
the Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due
over a five-year viability period.
Refer to Note 1 of the financial statements for details of the Group’s
going concern assessment and the going concern statement.
Chris Hough
Chief Financial Officer
4 March 2026
32 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RISK MANAGEMENT
RISK MANAGEMENT
The Board regularly reviews the principal risks facing the Group,
together with the relevant mitigating controls, and undertakes a
robust risk assessment. In reviewing the principal risks, the Board
considers emerging risks, including climate-related risks, and changes
to existing risks. In addition, the Board has set guidelines for risk
appetite as part of the risk management process against which risks
are monitored.
The identification of risks is undertaken by specific executive risk
committees that analyse the risk universe by risk type across four
key risk types: strategic risks, financial risks, operational risks and
compliance risks. A common risk register is used across the Group
to monitor gross and residual risk, with the results assessed by the
Audit Committee and Board. The Audit Committee monitors the
effectiveness of the risk management system through management
updates, output from various executive risk committees and reports
from internal audit.
Over the course of 2025, the Board, supported by the Audit
Committee, reviewed the Group’s preparations for Provision 29 of
the 2024 UK Corporate Governance Code which came into effect
on 1 January 2026 and requires the Board to provide a ‘Material
Controls Declaration’ in the 2026 Annual Report and Accounts.
As part of the preparation process, management reviewed the
existing risk management framework and internal controls and
enhanced where necessary with reference to Provision 29 application
guidance. Further details are provided in the Audit Committee’s
Report on
PAGE 90.
Our Principal Risks
Principal risks are those risks within the Group’s risk register that we
consider could have a potentially material impact on our operations
and/or achievement of our strategic priorities. Details of each principal
risk is provided on
PAGES 35 TO 37 including an overall risk rating and
whether the risk has changed over the course of the year. The principal
risks do not comprise all of the risks that the Group faces and are not
listed in any order of priority. Additional risks and uncertainties not
presently known to management, or deemed to be less material at the
date of this report, may also have an adverse effect on the Group.
Further information on the Group’s risk management procedures
can be found in the Audit Committee Report on
PAGE 90.
The Board is responsible for establishing and maintaining the Group’s system of risk management and
internal control, with the aim of protecting its employees and customers and safeguarding the interests
of the Group and its shareholders in the constantly changing environment in which it operates.
Reputation and brand
Market risk
People
IT systems and cyber security
Compliance with the legal and regulatory environment
Competitor challenge
Our Principal Risks
Employee training
Independent
whistleblowing
service
Divisional
management
Audit Committee
Internal
audit
function
& other
3
rd
party
assurance
Policies & procedures
THE BOARD
2
nd
LINE OF DEFENCE 3
rd
LINE OF DEFENCE1
st
LINE OF DEFENCE
Risk Management Framework Overview
The broad structure of our risk management framework, which comprises three lines of defence, is presented in the chart below.
Following a policy change in 2025, all matters reported to the independent whistleblowing service are reported directly to the
Audit Committee Chair in line with best practice.
EXECUTIVE COMMITTEE
HEALTH & SAFETY
Committee
IT SECURITY
Committee
RISK & COMPLIANCE
Committee
(Foxtons & Alexander Hall)
33
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
RISK APPETITE
The risk appetite statement details the Group’s approach to risk, by risk type, and includes a series of risk assertions which are aligned to
our strategy, together with the risk parameters within which we expect our people to work. Compliance with the risk appetite statement is
monitored through the Group’s standard monitoring and reporting mechanisms. The Board reviews the risk appetite statement annually.
Risk Appetite Statement
The Group operates in markets with high growth potential which are subject to volatility, particularly in the residential sales market.
We continue to pursue ambitious growth targets and are willing to accept certain levels of risk to increase the likelihood of achieving
or exceeding our strategic objectives, subject to the relevant risk parameters.
Risk Appetite Varies Depending on the Risk Type
The Board’s appetite for risk varies depending on the risk type as set out in the table below. The Group measures risk by estimating the
potential for loss of profit, customer service issues, staff turnover and brand or reputational damage. The Board has a low tolerance for
compliance-related risk. Conversely, it has a higher tolerance for strategic risk. The Board will adjust the short-term appetite for risk to
reflect prevailing conditions as necessary.
Risk type Risk assertion Risk parameter Risk appetite
Strategic We will not pursue growth at all costs and expect
high margins and strong returns on capital.
We will pursue growth strategies to deliver against
our strategic priorities. We aim for industry leading
operating margins and returns on capital while
protecting the long-term viability of the Group.
High
Financial We will manage/avoid situations or actions
that might adversely impact the integrity of
financial reporting.
Delivering the highest standards of financial reporting
integrity through financial reporting processes and
controls is critical to the Group.
Low
Operational We will manage/avoid situations or actions that
could adversely impact the Group’s ability to
provide a premium service level to our customers
and to protect the assets of the Group.
The costs of control systems must be commensurate
with the benefits achieved.
Moderate
Compliance We will ensure we comply with all legal
requirements and manage/avoid situations
or actions that could have a negative impact
on our reputation or brand.
Breaches of:
• Legislative/statutory requirements
• Delegated authority levels
• Group and divisional policies
• Health and safety regulations
Low
Assessment of Risk Versus Board’s Appetite for Risk
The Board has assessed the risks of the Group and considers all risks to be within the Board’s appetite for risk. The Board recognises the
Group’s Sales business operates in a market which is cyclical and subject to volatility, and as such, the Board’s risk appetite for market risk is
high. Although there continues to be heightened market risk due to the external macro environment, the Board considers appropriate actions
have been taken to mitigate the impact on the Group, in particular prioritising organic growth in Lettings and investing in high quality lettings
portfolios to further increase the Group’s resilience to sales market volatility.
34 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
PRINCIPAL RISKS AND UNCERTAINTIES
1
Residual Likelihood
Residual Impact
External risks
1 Market risk
2 Competitor challenge
3 Compliance with the legal and
regulatory environment
Internal risks
4 IT systems and cyber security
5 People
6 Reputation and brand
moderatelow
high
moderatelow
high
4
3
3
2025 risk assessment
2024 risk assessment
(only presented if there has been
a year-on-year movement)
6
6
1
Increase
PRINCIPAL RISKS HEAT MAP
The heat map presented below provides a visual representation of the principal risks facing the Group and movement of risks in the year.
Risks shown in the bottom left-hand corner of the chart have a lower risk rating as they have a low residual likelihood of occurring and a low
residual potential impact on the Group. Conversely, risks shown in the top right-hand corner of the chart have a higher risk rating as they have
a high residual likelihood of occurring and a high residual potential impact on the Group.
There have been the following movements in residual likelihood or residual impact of the principal risks:
2025 movements in residual likelihood/residual impact
Risk 3:
Compliance with the legal and
regulatory environment
Increase in the residual likelihood and residual impact of compliance with the legal and regulatory environment
risk. Regulation and compliance requirements in the sector continue to increase with improving levels of
enforcement by local authorities. Specifically, the Renters’ Rights Act, which is effective 1 May 2026, introduces
additional compliance requirements for the rental sector. The Group’s scale, systems and processes means
it is well placed to respond to the ongoing changes in the sector and take advantage of the opportunities
available by expanding its high-margin property management services to help landlords navigate increased
compliance burdens.
Risk 6:
Reputation and brand
Increase in the residual likelihood and residual impact of reputation and brand risk. There is increasing levels
of complexity in relation to the employee legislative environment leading to greater emphasis on employee
related processes, policies and culture. Notwithstanding the significant focus the Board places on enhancing
and investing in the Group’s people, culture and reputation protection practices, the level of risk has increased,
a trend observed by many people-based businesses.
5
Increase
2
35
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The assessment of residual likelihood, residual impact and overall residual risk is based on the
following definitions:
Residual likelihood Residual impact
Overall residual
risk rating
Low potential of the
risk crystallising
Very limited or isolated impact to the
Group and/or its broader customer base
Low
Moderate potential of
the risk crystallising
Moderate impact to the Group and/or our
broader customer base
Moderate
High potential of the
risk crystallising
Potentially significant impact to the
Group and/or our broader customer base
High
Principal Risks
Impact Mitigation of risk
Assessment of change
in risk year-on-year
1. Market risk Risk Type: Strategic
The key factors driving market risk are:
• Affordability, including ongoing cost of
living increases, which in turn may reduce
transaction levels;
• The market being reliant on the availability of
affordable mortgage finance, a deterioration
in availability or an increase in borrowing rates
may adversely impact the performance of the
Sales business. There were four Bank of England
base rate changes over the course of 2025,
with the rate finishing the year at 3.75%.
The mortgage market is relatively stable going
into 2026 with improving borrowing rates
expected. Future reductions in borrowing rates
may support additional market activity;
• The market being impacted by changes in
government policy such as the Renters’ Rights
Act, which will become effective on 1 May 2026,
or changes in stamp duty legislation;
• A reduction in London’s standing as a major
financial city caused by the macro-economic
and political environment; and
• Heightened geopolitical risk which may increase
market uncertainty and customer confidence.
The Group targets an appropriate balance between the Sales
and Lettings businesses through residential property market
cycles, with the Lettings business providing valuable protection
against the cyclical sales market.
The Group’s strategic priorities include Lettings organic growth
and investing in high quality lettings portfolios, both of which
mitigate the sales market risk.
In a significant downturn of the residential sales market, the
Board will make appropriate cost decisions bearing in mind the
long-term prospects of the Sales business.
No change in overall residual risk rating
Residual likelihood
Residual impact
Overall residual risk rating
2. Competitor challenge Risk Type: Strategic
The Group operates in a highly competitive
marketplace and there is a risk the Group could
lose market share.
Market share loss could be the result of competitors
scaling up (organically or through acquisition),
developing new customer service propositions,
changing pricing structures or launching alternative
business models to drive competitive advantage.
We continually assess competitor activity and utilise
our centralised infrastructure to review competitor
intelligence, monitor market share and respond accordingly.
Targeted marketing and operational responses enable the
Group to respond to competitor challenge and tailor our
offering for certain segments of the market.
Furthermore, the Board regularly reviews the Group’s
business model and strategic investments are made to
protect and develop our competitive advantages
No change in overall residual risk rating
Residual likelihood
Residual impact
Overall residual risk rating
Our Strategic Priorities
1. Lettings: Organic growth
2. Lettings: Acquisitive growth
3. Sales: Growth
4. Financial Services: Growth
Refer PAGES 16 AND 17 for details
of our strategic priorities.
Linked strategic priorities
1. Lettings: Organic growth
2. Lettings: Acquisitive growth
3. Sales: Market share growth
4. Financial Services: Revenue growth
Linked strategic priorities
1. Lettings: Organic growth
2. Lettings: Acquisitive growth
3. Sales: Market share growth
4. Financial Services: Revenue growth
36 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Impact Mitigation of risk
Assessment of change
in risk year-on-year
3. Compliance with the legal and regulatory environment Risk Type: Compliance
Breaches of laws or regulations could lead to financial
penalties and reputational damage.
Our estate agency business operates under a range of
legal and regulatory requirements, such as complying
with certain money laundering regulations, complying
with lettings regulations such as rental property
licensing schemes and protecting client money in
line with the relevant regulations.
Our Financial Services business, Alexander Hall,
is authorised and regulated by the Financial Conduct
Authority (FCA) and could be subject to sanctions
for non-compliance. A continued area of focus is
compliance with the FCA’s Consumer Duty rules.
During periods of interest rate volatility there is an
increased risk of compliance issues arising which
require specific management.
The Group’s centralised systems and Legal and Compliance
team enable management to monitor ongoing compliance
with the legal and regulatory environment.
The Group’s Legal and Compliance team regularly monitors
and interprets regulatory reform proposals and participates
in industry forums to enable the Group to respond to
regulatory change in an efficient and coherent manner.
The Alexander Hall Risk and Compliance Committee provides
regular oversight to compliance related matters, and regularly
reports into the Alexander Hall Board. The Alexander Hall
Board, which includes a Non-Executive Director, provides
a compliance update to the Group’s Audit Committee on
at least an annual basis. Alexander Hall utilises third party
assurance providers to monitor and support compliance with
FCA regulations.
Increase in residual likelihood and impact of
risk, with a corresponding increase in overall
residual risk rating from low to moderate
Residual likelihood
Residual impact
Overall residual risk rating
4. IT systems and cyber security Risk Type: Strategic, Operational
Our business operations are dependent on
sophisticated and bespoke IT systems which could
fail or be deliberately targeted by cyber attacks
leading to interruption of service, corruption of
data or theft of personal data.
Such a failure or loss could also result in reputational
damage, fines or other adverse consequences.
The Group’s IT investment, maintenance and monitoring
programmes ensure the Group’s IT systems operate reliably
and with high levels of system uptime.
Our cyber security function, supported by external specialists
and internal audit reviews, ensure that we have a full suite of
preventative and detective systems, processes, and controls in
place to identify and mitigate risks:
• Disaster recovery, business continuity and incident
response plans;
• Continued investment in the latest security solutions
across the entire estate;
• Comprehensive monitoring and reporting from an
independent 24/7 security operations centre;
• Independent security testing from CREST certified
penetration testers;
• Active data loss prevention on common data
exfiltration channels;
• Cyber security training for all staff; and
• Investigation and response capabilities to detect,
respond and contain any threats.
No change in overall residual risk rating
Residual likelihood
Residual impact
Overall residual risk rating
5. People Risk Type: Strategic, Operational
There is a risk the Group may not be able to recruit
or retain quality staff to achieve its operational
objectives or mitigate succession risk. As experienced
in the current labour market, increased competition
for talent leads to a reduction in the available talent
pool and an increased cost of labour. Additional
risk could arise in the event there are changes or
downturns in our industry or markets which reduce
the earnings potential of employees and result in less
attractive career opportunities.
The Group has an internal recruitment function, supplemented
by external specialists, to recruit sufficient numbers of high
quality staff.
Recruitment and retention is a critical element of the Group’s
people and culture programmes with oversight provided by the
Board’s ESG Committee. Training, development, and succession
planning remain priorities, with greater emphasis on leadership
programmes to identify and nurture future leaders, and enhance
employee experience.
People related key performance indicators are reviewed regularly
by management with action taken accordingly to respond to
adverse measures. Management report regularly to the Board’s
ESG Committee which provides oversight of the delivery of the
Group’s people strategy.
No change in overall residual risk rating
Residual likelihood
Residual impact
Overall residual risk rating
Linked strategic priorities
1. Lettings: Organic growth
3. Sales: Market share growth
4. Financial Services: Revenue growth
Linked strategic priorities
1. Lettings: Organic growth
3. Sales: Market share growth
4. Financial Services: Revenue growth
Linked strategic priorities
1. Lettings: Organic growth
2. Sales: Market share growth
3. Financial Services: Revenue growth
37
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Emerging Risks
The Board considers emerging risks on a regular basis and manages them accordingly, taking into account the expected timing of the risk.
The Group has procedures in place to identify emerging risks, including horizon scanning, and to monitor market and consumer trends.
Two emerging risks and the associated risk management approach are set out below.
Emerging risk description Risk management
1) Future significant changes in government housing policies The Board monitors government housing policy on an ongoing basis and
incorporates possible changes into its strategic and risk management
decisions. Furthermore, the Board engages with key industry bodies to
debate and assess the impact of potential changes.
Future significant changes in government housing policies, under
the current government or linked to a change in government,
may lead to structural changes in the markets the Group
operates in.
Although future government policy cannot be reliably predicted,
potential risks could include general market disruption, the
introduction of pricing control mechanisms, private landlords
exiting the private rental sector due to punitive legislation or tax
changes that adversely affect the residential property markets.
2) Climate-related risk The Group utilises the TCFD framework to identify, assess and manage
emerging climate-related risks.
The ESG Committee has responsibility for reviewing and providing
oversight of the implementation of the Group’s ESG strategy. The ESG
Committee provides recommendations to the Audit Committee on
climate-related risks as applicable, following which the Audit Committee
considers such risks as part of its wider risk management responsibilities
Refer to
PAGES 87 TO 89 for the ESG Committee’s report.
The Executive Committee monitors the delivery of the
Group’s environmental programmes and also monitors and
manages climate-related risk as part of the Group’s overall risk
management framework.
Climate change is an emerging risk that may have medium
to long-term implications for the Group. Further details
of the potential climate-related risks, as well as potential
climate-related opportunities, are set out on
PAGES 58
AND 59
in the Group’s TCFD statement.
Impact Mitigation of risk
Assessment of change
in risk year-on-year
6. Reputation and brand Risk Type: Strategic, Operational
Foxtons is an iconic estate agency brand with high
levels of brand recognition. Maintaining a positive
reputation and the prominence of the brand is critical
to protecting the future prospects of the business.
There is a risk our reputation and brand could be
damaged through negative press coverage and/or
negative social media coverage due to a range of
matters such as customer service issues, employee
relations matters and cultural concerns.
We recognise the need to maintain our reputation
and protect our brand by delivering consistently
high levels of service and maintaining a culture which
encourages our employees to act with the highest
ethical standards and maintain a respectful and
inclusive environment.
A brand management programme is in place to ensure Foxtons’
brand positioning and identity is clear, appropriately protected
and reflects the way we do business. Our social media presence
and press engagement is managed centrally within an established
framework to ensure press statements reflect the Group’s
purpose, values and strategy.
Maintaining a respectful and inclusive culture, underpinned by
the right values, is key to protecting our reputation and brand.
The Board monitors culture on an ongoing basis in a number
of ways by: reviewing employee surveys; attending Employee
Engagement Committee meetings; Reviewing the Group’s people
dashboards; and through the work of the ESG Committee. Refer
to
PAGE 73 for full details of how the Board monitors culture.
The ESG Committee supports the Board by providing oversight of
the Group’s ESG framework and reviewing key areas such as the
Group’s EDI policies and culture initiatives (refer to
PAGES
87 TO 89 for further details). The ESG Committee, reviews on an
ongoing basis key people processes, policies and systems.
The Board is committed to continually enhancing the
Group’s culture through the delivery of its people strategy.
Further progress was made in 2025, with continued delivery
planned in 2026. Refer to
PAGES 42 TO 51 for further details.
Customer service is monitored through a range of mechanisms
including customer questionnaires, service rating metrics
and ongoing customer dialogue. We continue to invest in our
customer proposition in order to strengthen our service offering
and reputation for delivering results.
Increase in residual likelihood and impact
of risk, but no change in overall residual
risk rating
Residual likelihood
Residual impact
Overall residual risk rating
Linked strategic priorities
1. Lettings: Organic growth
3. Sales: Market share growth
4. Financial Services: Revenue growth
38 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
PROSPECTS AND VIABILITY
LONG-TERM PROSPECTS
Market risk continues to present the highest risk to the Group.
The Group’s resilience to market risk continues to improve
as non-cyclical and recurring Lettings and Financial Services
revenues grow, which when combined now represent two thirds
of Group revenues.
Within Sales, the Group is exposed to the London residential sales
market which is more cyclical in nature. Growing market share within
Sales is a strategic priority which will help mitigate any reductions in
sales market volumes due to the macro environment. This, along with
the continued focus to grow Lettings organically and by acquisition,
helps reduce volatility in the Group’s results and protects earnings
and net free cash flow.
With a growing Lettings business, and continued Sales volume
growth, the Group is well positioned to withstand a variety of
market conditions.
VIABILITY APPROACH
The Group’s viability is assessed through the strategic planning
process which includes financial projections for the next five years
and takes into account the Group’s principal risks. Key assumptions
within the strategic plan include market volumes, market pricing,
market share and cost base assumptions, including inflationary
pressures, required investment, cost savings and introduction of
relevant legislation including the Renters’ Rights Act which will
become effective in May 2026.
Other factors taken into consideration when assessing viability
include use of cash resources and liquidity. At December
2025, the Group was in a net debt position of £16.9 million
(2024: £12.7 million), including the £22.5 million drawdown
(2024: £18.0 million) on the Group’s £40.0 million revolving
credit facility (‘RCF’).
ASSESSMENT OF VIABILITY
In accordance with the 2024 UK Corporate Governance Code, the
Directors have assessed the prospects of the Group over a longer
period than the 12 months required by the going concern provision.
The Directors have determined that five years is the most appropriate
timeframe over which the Board should assess long-term viability,
with this being the longest period over which the Board considered an
appropriate assessment of the principal risks could be made. This is
consistent with the period over which the Group’s strategic review is
assessed by the Board and the minimum vesting and holding period
for Executive Director share schemes.
This viability assessment has considered the potential impact of
the principal risks on the business model, future performance and
liquidity of the Group. In making this statement, the Directors
have considered the resilience of the Group under varying market
conditions together with the timing and effectiveness of any
mitigating cost actions.
SEVERE BUT PLAUSIBLE SCENARIO
For the purpose of testing viability, a severe but plausible scenario
has been determined under which the Group is significantly impacted
by market risk, which has been assessed to have the highest residual
likelihood and impact on the performance of the Group from a
range of scenarios considered (refer to the principal risks heat map
on
PAGE 34 for further details).
The severe but plausible scenario assumes a sustained downturn
in the sales and mortgage markets with an adverse impact on
transaction volumes and pricing while lettings market rental prices
reduce and supply is restricted. The scenario captures the risk of
a worsening macroeconomic environment and political events in
the UK.
As well as capturing market risk, the scenario incorporates the
associated reduction in costs due to reduced revenue and the
availability and effectiveness of controllable mitigating actions,
including reducing capital expenditure and costs, with the latter
achieved primarily by aligning headcount to market conditions.
All of these actions would be available to limit the impact of the
identified risks.
Foxtons has a resilient business model underpinned by non-cyclical recurring revenues from
Lettings and Financial Services. Long-term prospects and viability is a key consideration when
determining and assessing the Group’s business model and strategic priorities, and also a key
area of focus when managing principal risks.
"UNDER THE SEVERE BUT PLAUSIBLE
SCENARIO, THE GROUP WOULD BE ABLE TO
WITHSTAND THE ADVERSE CONDITIONS AND
WOULD HAVE SUFFICIENT CASH RESOURCES
THROUGHOUT THE PERIOD."
39
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The key assumptions assumed in the severe but plausible downside scenario are summarised below:
Lettings volumes and pricing
2026 Lettings revenue reduces by 6% against the base plan, reflecting lower units and
a decline in average rental prices to 2022 levels, which then gradually recovers over the
remaining forecast period. This rental price assumption means the rental increases seen since
2022 fully reverse in 2026 and track general inflation thereafter.
Sales volumes and pricing
2026 market sales volumes reduce to 2009 levels (i.e. market volumes following the global
financial crash) before recovering to 2025 levels by the end of 2030. House prices decline by
5% in 2026 before recovering 1% year-on-year to 2030.
Financial Services volumes
New purchase mortgage transactions reduce in line with the sales volume reduction noted
above. Refinance business is unaffected due to the resilient nature of the revenue stream.
Direct operating costs and mitigating actions
Mitigating actions to reduce discretionary expenditure and headcount reduced to align to
market conditions.
Revolving credit facility (RCF)
The £40 million RCF facility, which expires in June 2028, is assumed to be renewed and
available throughout the viability period.
Future acquisitions
No future acquisitions are planned for under the viability scenario to protect
cash resources.
Under the severe but plausible scenario, the Group would be able to withstand the adverse conditions and would have sufficient cash resources
throughout the period. Based upon the results of this analysis, the Directors have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the five-year viability period.
40 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS: GETTING IT DONE. TOGETHER
Our commitment to being a responsible business focuses on the areas that are critical to our
colleagues, our stakeholders and to our long-term success. We are fundamentally a people focused
business, working in the heart of London’s thriving local communities and with a commitment to
minimise the impact our business has on the environment.
A message from Natalie Booth,
HR Director
“At Foxtons, one of our strengths is that we bring
together employees from a wide variety of backgrounds,
skills and cultures. Combining such a wealth of
perspectives, skills and talent creates dynamic teams
that consistently deliver results. We are proud of our
diverse team that has developed organically through
our focus on hiring, training, developing and retaining
high-performing talent.”
“As HR Director I am committed to ensuring that we
continue to have an inclusive, professional and respectful
work environment. Our “Getting It Done. Together”
framework shapes the way our people operate at work
and creates a solid foundation for success.”
A message from Guy Gittins, CEO
“At Foxtons, our strength is our people. We are
committed to investing in a culture that supports our
people thrive: one that is respectful, high performing
and attracts and retains talented people who deliver
outstanding results for our customers. This is critical
to delivering on our strategic priorities and ultimately
the success of the Group.”
“We launched our “Getting It Done. Together”
framework to bring together all our people and culture
focused efforts under a single approach, aligned to
our values as a business. The framework is designed
to inspire everyone to embrace innovation, maintain
professionalism, pursue ambition, and consistently
strive for outstanding results. Every day we challenge
ourselves to demonstrate behaviours which reflect
our values so that, at every turn, we do the right thing
by each other, and for our customers.”
“We remain focused on strengthening and growing
our business, while fostering an environment in which
people feel supported, engaged and proud to work.”
41
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Our responsible business report is split into three sections which reflects those areas that are most
important to our stakeholders and to our long-term success:
We aim to use natural resources as efficiently as possible and minimise the impact our business has
on the environment. Refer to
PAGES 54 TO 64 for more details.
3. ENVIRONMENT
People, Culture and Learning & Development are central to the Foxtons Operating Platform,
enabling a high-performing, inclusive and respectful workforce which is key to success and supports
the delivery of stakeholder value.
Refer to
PAGES 42 TO 51 for more details
1. PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
As a responsible business, we contribute to the wellbeing and development of the communities in
which we operate.
Refer to
PAGES 52 AND 53 for more details
2. COMMUNITY
42 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
1
Results from the 2025 employee engagement survey, independently administered by CultureAmp. 82% of the workforce responded to the 2025 survey
(2024: 77%).
RESPONSIBLE BUSINESS CONTINUED
LEARNING &
DEVELOPMENT
79%
of our employees say they have access
to the learning and development they
need to do their job well
1
(2024: 80%)
DIVERSE AND
INCLUSIVE WORKPLACE
85%
of employees believe that the
Company values diversity and builds
teams that are diverse
1
(2024: 87%)
CULTURE
89%
of employees understand what
our Company values mean
1
(2024: 79%)
CULTURE
77%
of employees would recommend
Foxtons as a great place to work
1
(2024: 81%)
WELLBEING
85%
of employees believe their manager
genuinely cares about their wellbeing
1
(2024: 83%)
2025 HIGHLIGHTS
People, Culture and Learning & Development are key elements of the Foxtons Operating Platform
and, combined, are critical to our success over the medium-term.
1. PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
LEARNING &
DEVELOPMENT
MORE THAN
2,100 HOURS
of face-to-face classroom-based
training delivered in 2025
43
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
As a sales-focused business, creating a high-performing culture built
on trust, collaboration, psychological safety, and ethical behaviour
is essential to inspiring our people to deliver exceptional results
for customers.
This foundation enables us to achieve consistent, long term
performance while fostering innovation and reinforcing our
competitive advantage.
We are committed to fostering this culture within an environment
that is inclusive, professional, and respectful. In 2025, we introduced
several additional initiatives to strengthen our culture, including
the evolution of our respectful workplace programme into an
ongoing ‘Skills for Success’ journey, providing regular touchpoints
across all levels of the ongoing development programme and
broadening the scope beyond just respectful workplace training
to support a respectful, inclusive and high performing culture.
Additional initiatives included enhancements to the Group’s speak-up
processes and the launch of a new employee Code of Conduct.
We also worked with external experts to objectively review our
culture, key HR processes and provide a view on our broader
employee value proposition. Recommendations from these
workstreams informed changes made in 2025 and provide
the foundation for further enhancements planned for 2026.
While progress has been made, the Board recognises that building
and maintaining a high-performance culture is a continuous process
and will remain a key area of focus throughout 2026 and beyond.
“GETTING IT DONE. TOGETHER” FRAMEWORK
At Foxtons, our strength lies in our people. The Board is
committed to investing in and maintaining a respectful and
high-performance culture that attracts and retains talented people
who deliver outstanding results for our customers. Fostering this
high-performance culture is critical to delivering on our strategic
priorities and ultimately enhances the success of the Group.
In 2025 we launched our new people and culture framework,
“Getting It Done. Together”, as the business continues to build on
our progress to date to encourage greater collaboration, enhance
employee experience and create a collective sense of responsibility
among our employees. The “Getting It Done. Together” framework
integrates all elements of the Group's people strategy and underpins
how the business works together.
To launch the initiative, we published our “Getting It Done.
Together” framework which sets out mutual expectations and
highlights the important part each colleague plays in building a
workplace that is respectful, rewarding, and inspiring. It’s a guide
for how our colleagues should work together – ensuring that our
environment remains one where everyone feels valued, motivated,
and empowered to contribute their best. Our full “Getting It Done.
Together” framework, including our Code of Conduct, our values, and
our speak up policies, can be viewed on www.foxtonsgroup.co.uk/
our-responsibility/people-and-culture.
PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
1. PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
To support the launch, over the past year we have introduced and
embedded a range of additional initiatives, such as:
• Bolstering the Employee Engagement Committee, designed to
give employees the opportunity to directly raise matters with
the Board.
• Developing opportunities for employees to give their opinions to
help us shape the future of the business. This includes our usual
surveys and employee engagement groups as well as external
support in facilitating specific people & culture focus groups.
• Working with external specialists, including PwC and Morpho
Advisory Limited (“Morpho”), to review our people, culture and
EDI approach, helping us identify strengths and opportunities for
further improvement and develop our “Getting It Done. Together”
framework and focus areas for 2026 and beyond. Please refer to
PAGES 54 TO 64 for further details.
• Implementing enhanced learning and development sessions for
our employees, including:
– Skills for Success training which blends workshop style
classroom sessions, coaching and on-the-job application to
build capabilities.
– Updated respect and inclusion development programme
for everyone in the business, from employees to the Board,
reinforcing expectations for professional values-led behaviour.
– Embedding the Next Generation leadership programme,
designed to prepare senior managers for future director roles
and to strengthen our long-term leadership pipeline.
– Peer-to-peer mentoring scheme for newly promoted valuers
and associate negotiators whereby they are assigned a mentor
to support them with their enhanced responsibilities.
• Improving performance appraisal processes, making it a
structured two-way conversation between employee
and manager.
• Enhancing employee benefit options, including company-wide
birthday leave benefit, a subsidised Lime Bike business package
and subsidised fruit at head office, with 50% of proceeds directed
to our charity partner, Single Homeless Project.
• Strengthening inclusion and representation in 2025 through our
Networks – Women@Foxtons, Afro Foxtons and LGBTQ+ – with a
greater number of EDI events delivered throughout the year, and
growth in membership numbers across all networks.
• Rewarding performance and behaviours that align with our values
by implementing employee recognition awards.
44 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
OUR VALUES
Our values are designed to inspire employees to embrace innovation,
maintain professionalism, pursue ambition, and consistently strive for
outstanding results, all while offering informed perspectives on the
market. These values serve as a foundation for our employees, driving
business development and nurturing a spirit of teamwork to realise
our shared objectives.
Innovative
We constantly strive to think outside the box. Our people reframe
the problem to find the best solution. We constantly provide fresh
ideas to our customers to stay ahead. We aim to offer 5-star service
throughout the customer lifecycle.
Professional
We work to the highest professional standards in all that we do.
We consistently maintain the highest levels of business ethics.
We strive to create an inclusive, respectful and supportive work
environment. We actively seek customer feedback to improve
and deliver outstanding performance.
Ambitious
Our careers are built on delivering exceptional results for our
customers. We strive to achieve more than our customers thought
possible. We seek opportunities to build lasting relationships and
customer loyalty. We are a meritocracy, promoting people that live
and breathe our values.
Authoritative
We use our knowledge and skills to gain our customers’ trust.
Our careers are built on delivering exceptional results for our
customers. We strive to achieve more than our customers thought
possible. We seek opportunities to build lasting relationships and
customer loyalty.
Relentless
We are committed to delivering consistently. We work together
as a team to ensure we get the job done. We are relentless in our
commitment to high standards. We don’t give up when it’s not
going to plan, we take initiative to put it right.
VALUES CASE STUDIES
INNOVATIVE: OUR ROLE MODEL
Nesserine, Learning & Development
Consultant
Nesserine, Learning & Development Consultant, has
helped make our learning and development offering more
well-rounded by introducing the Skills for Success modules.
These are designed to help our people build transferable
skills that support both career growth and personal
development. It’s the constant stream of fresh ideas
that keeps Foxtons ahead of the curve and 360-degree
training is a brilliant example of innovation that enriches
the learning experience and empowers our teams to thrive
in their roles and beyond.
AUTHORITATIVE: OUR ROLE MODEL
Felicity, Sales Manager, Bow
Felicity, Sales Manager, exemplifies our authoritative
value through quiet leadership and deep expertise.
Over the years, she’s steadily progressed while balancing
the demands of being a working mum. This year, she’s
turned our Bow branch into a local powerhouse, combining
her experience and local insight to exceed targets and build
a strong foundation for 2026. Her impact is defined not
by loud declarations, but by consistent delivery and a clear
understanding of her business.
45
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
LISTENING TO OUR PEOPLE
Monitoring and Assessing Culture
As set out on PAGE 73, the Board monitors culture in a number
of ways including:
• Engaging with the Employee Engagement Committee (EEC);
• Reviewing the results of the annual employee engagement survey;
• Reviewing workforce equity, diversity and inclusion initiatives;
• Reviewing the Group's people dashboards which includes key
metrics such as employee retention rates and updates on learning
& development programmes; and
• Visiting branches.
The ESG Committee supports the Board in monitoring and enhancing
culture, and over the course of 2025 has taken various steps to
improve culture (refer to
PAGE 87 for details).
Employee Engagement Committee
The EEC is designed to give employees the opportunity to directly
raise matters with Non-Executive Directors and provides an
opportunity for Non-Executive Directors to experience the
Company’s culture first-hand. Each EEC meeting is attended by a
Non-Executive Director on a rotational basis, who reports back to
the Board to ensure the full Board is fully informed of employee
views when making decisions.
In 2025, the EEC covered a range of areas including:
• Discussing the employee engagement survey results and
ongoing employee listening strategy.
• Discussing Executive Directors' pay structures and
employee benefits.
• Discussing how to improve employee collaboration in shaping
future initiatives.
Key outcomes from the EEC meetings included:
• Employees understanding the key themes and future areas of
focus identified from the employee engagement survey.
• Employees having a better understanding of the decisions
made by the Remuneration Committee in the context of wider
workforce remuneration as set out in the 2025 Directors’
Remuneration Report.
• Employees identifying which Foxtons benefits/policies they
value and suggestions for the future.
• Employees inputting their suggestions on what questions we
should ask in our pulse surveys and to improve participation in
future surveys.
2025 Employee Engagement Survey
The annual employee engagement survey acts as a formal
mechanism for the Board and Senior Management to anonymously
monitor culture, assess year-on-year progress, and form a tangible
action plan in response to employee feedback.
This annual survey, combined with pulse surveys delivered during the
year, enables the Board to collect and compare feedback on the entire
employee lifecycle, from recruitment to the point an employee leaves
the Company.
We ran our annual employee engagement survey using broadly the
same structure as last year to help us measure changes over the past
12 months, and the survey was administered by CultureAmp, an
independent survey provider.
We saw an increase in participation this year, with 82% of the
overall workforce responding (2024: 77%). This gives us strong
representation for meaningful analysis.
Highlights from the 2025 survey include:
• 77% of employees would recommend Foxtons as a great
place to work.
• 73% of employees are proud to work for Foxtons.
• 81% of employees believe that Foxtons is in a position to
really succeed over the next three years.
• 85% of employees believe that Foxtons values diversity
and builds teams that are diverse.
The survey also helped identify those areas where management
should focus their attention to drive continuous improvement; these
areas include developing employee social connection and increasing
employee involvement in performance evaluation.
The Board has reviewed all areas of feedback from the survey and
incorporated areas for improvement into the 2026 people strategy.
Employee Recognition, Reward and Wellbeing
Employee recognition is a core component of our high performance
culture. Throughout the year, we celebrated success and actively
shared examples of values led behaviours and collaboration across the
business, reinforcing our commitment to “Getting It Done. Together”.
As a performance driven organisation, our reward and recognition
frameworks play an important role in sustaining momentum.
We continue to offer highly competitive and uncapped commission
structures alongside other variable pay incentives. In addition, we
provide distinctive recognition experiences, including overseas trips
and annual awards that recognise outstanding individual and team
contributions. We have strengthened recognition for behaviours that
demonstrate collaboration and our core values, ensuring success is
measured not only by results but by how they are achieved.
PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
46 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
Employee wellbeing remains fundamental to supporting our people
to thrive both personally and professionally. 2025 saw us enhance
our offering, with the introduction of a number of initiatives designed
to enhance flexibility, inclusion and engagement, including changes
to working patterns based on tenure and the introduction of a
company-wide birthday leave benefit. Alongside this, we introduced
a subsidised Lime Bike business package, promoting active travel,
supporting employee wellbeing and reinforcing our commitment to
more sustainable and environmentally responsible ways of working.
We also introduced subsidised fruit at head office, with 50% of
proceeds directed to our charity partner, Single Homeless Project,
aligning everyday wellbeing choices with social impact.
We have also increased our focus on employee led inclusion and
belonging, with a greater number of EDI events delivered throughout
the year.
This evolving approach reflects our ongoing commitment to creating
an environment where our people feel recognised, supported and
empowered to perform at their best. In 2026, we will see this offering
expand as we consider the feedback provided in the most recent survey.
RECRUITMENT AND RETENTION
As a business that has people at the heart of its operations, how we
attract, recruit and retain high quality talent into Foxtons remains
one of our key priorities. Our comprehensive recruitment process
sets the tone for all our employees to understand how important
employee and customer experience is to our overall success.
2025 has been a year of continuous improvement for our recruitment
and retention practices, a number of enhancements have been made
during the year including:
• Enhancing our interview and assessment methods to ensure we
are selecting talent to support our future;
• Investing in the ongoing development of recruiting managers,
including training on competency-based interviewing, fair and
consistent assessment, and reducing the risk of unconscious bias
in hiring decisions;
• Enhancing our interview and assessment methods to improve
candidate experience and hire success rates;
• Evolving our experienced hire processes, with a particular focus on
building relationships and recruiting from our alumni network;
• Refocusing our graduate recruitment programme through a
number of outreach programmes, including working closely with
targeted universities to connect with their talent pools;
• Embedding our employee value proposition which supports
candidate attraction and retention;
• Analysing employee feedback through the employee lifecycle to
better understand and respond to employee points of view; and
• Ongoing development to support progression,
refer to
PAGES 50 AND 51 for further details.
EQUITY, DIVERSITY AND INCLUSION (EDI)
Foxtons is committed to fostering a diverse, inclusive and respectful
workplace where difference is valued and everyone can thrive.
We believe that attracting, retaining and developing a diverse
workforce strengthens our meritocratic culture and supports
collaboration, innovation and performance.
During 2025, we continued to embed inclusion across the employee
experience through an expanded programme of cultural celebrations
and awareness initiatives, including employee-led Lunar New Year,
Ramadan and Christmas events. These activities helped promote
understanding, visibility, allyship and inclusion across the business.
In response to feedback from the 2024 employee engagement
survey, we also launched our flexible bank holiday policy, enabling
employees to substitute a public holiday for a day of personal or
religious significance. This change reflects our commitment to
supporting individual identity, cultural expression and an equitable
employee experience.
We also strengthened capability and engagement through inclusive
onboarding and ongoing development modules for all employees.
Internal communication campaigns focused on cultural occasions
and themes such as allyship, psychological safety and the role of
employee networks, supported by quarterly EDI communications.
Targeted development initiatives included the delivery of a Next
Generation leadership programme, supporting future leaders
from underrepresented groups and contributing to a more diverse
leadership pipeline. During the year, we worked with external
specialists to review our EDI approach, helping us identify strengths
and opportunities for further improvement.
Looking ahead, we remain focused on building on this progress as we
continue to strengthen inclusion, expand participation and support a
diverse and representative workforce at all levels of the organisation.
47
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Diversity Reporting: Gender and Ethnicity
The table below presents gender and ethnicity diversity ratios across the Group as at 31 December 2025. Gender splits reflect employer
information we hold on employees’ gender, and ethnicity splits reflect diversity information anonymously collated as part of our annual
employee survey or specific returns made by the Board and Senior Management. We use our annual disclosure as a benchmark to monitor
our progress as we further enhance our gender and ethnic diversity at all levels of the Group.
Gender Ethnicity
Male Female
White ethnic
background
Non-white or ethnic
minority background
Prefer not
to say
Board 71% 29% 100% – –
Executive Leadership Team
1
75% 25% 88% 12% –
Senior Management
2
77% 23% 74% 26% –
All other employees 50% 50% 54% 31% 15%
1
The Executive Leadership Team includes two Executive Directors, refer to PAGE 68 for Executive Leadership Team membership.
2
Senior Management includes the Executive Leadership Team and their direct reports, excluding Executive Assistants.
PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
48 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
TRAINING CASE STUDY
Sanaa, Lettings Manager, Crouch End
Sanaa joined Foxtons in 2021 with strong motivation and
limited lettings experience. On joining, Sanaa completed
Foxtons’ industry leading interactive induction, covering
lettings law, the end to end sales/lettings process, conducting
viewings, and effective use of Foxtons’ Business Operating
System. This foundation equipped Sanaa to excel as a
Negotiator in West Hampstead, where she quickly became
the top salesperson. After a brief spell at another agency,
Sanaa returned to Foxtons, drawn back by our culture and
support. Within 15 months, her performance and potential
saw her fast tracked directly to Lettings Manager at our
vibrant Crouch End office, skipping the Valuer step.
The transition from Negotiator to Manager was underpinned
by structured Manager training, coaching, and on the job
support from her director and the Learning & Development
team, providing the confidence and the toolkit to succeed.
Importantly, development didn’t stop with promotion: Sanaa
remains engaged in continuous professional development,
blending formal learning through the Impact programme,
peer coaching and real-time application – and is now
embedding the same growth mindset and standards within
her team.
“What’s mattered most is that development
hasn’t stopped with my promotion. I continue
to build capability through ongoing modules,
peer learning, and regular coaching, and I’m now
applying the same approach with my team, setting
clear standards, sharing best practice, and creating
space for people to learn and grow. Foxtons’
culture of continuous development has been the
constant through my journey: it brought me back,
accelerated my progress, and continues to shape
the manager I’m becoming, equipping me with all
the right tools to carry out my role effectively and
provide my clients with the best service possible”.
RESPONSIBLE BUSINESS CONTINUED
Below the Senior Management level the gender balance was 50%
male and 50% female and of those employees who responded to
the annual employee survey, 31% identified as non-white or from an
ethnic minority background. At more senior levels of the business we
recognise there is more work to do to improve both gender and ethnic
diversity of Senior Management, the Executive Leadership Team and
the Board. Our employee development programmes continue to be a
key area of focus to improve diversity across the Group.
Our Diversity Networks
Our employee networks: Women@Foxtons, Afro Foxtons and
LGBTQ+, continued to play a vital role in supporting inclusion,
representation and engagement. Membership across all networks
increased during the year, with LGBTQ+ Network membership
doubling between 2024 and 2025. Collectively, the networks
delivered a range of cultural, wellbeing and development focused
activities, reinforcing our “Getting It Done. Together” framework.
Women At Foxtons
During 2025, the Women@Foxtons network continued to support
women at all levels of the business through professional guidance and
networking opportunities. The network also introduced the Property
Services working group, creating a dedicated
forum for women in this area of the business
to share insights, build stronger connections
and support career development.
Afro Foxtons
The Afro Foxtons network strengthened inclusion and representation
in 2025 by providing a trusted forum for colleagues to share
experiences, influence dialogue with leadership and build a
stronger sense of belonging. Through regular engagement and
cultural initiatives, the network celebrated
Afro-Caribbean heritage while contributing
to a more connected and inclusive workplace
across Foxtons, with allies making up 65% of
the attendees at the events.
LGBTQ+ Network
The LGBTQ+ network continued to strengthen inclusion by
reinforcing Foxtons as a safe and supportive environment where
colleagues can be themselves and contribute fully at work.
Through cultural and engagement initiatives, the network fostered
connection, celebrated diversity and strengthened belonging
across the business, enabling
colleagues to focus their energy
on delivering strong results
for customers.
A RO
49
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
SPEAKING UP
Foxtons is committed to fostering a transparent, safe and supportive
workplace environment. Our speak up policy outlines the various
ways in which employees can report their concerns.
As a company, we aim to empower our employees to use the
avenues available to them to ensure that any issues an employee
may encounter can be raised openly, without hesitation or
fear of retaliation, and be confident that they will be heard
and acknowledged.
Foxtons does not tolerate retaliation against, or the victimisation
of, any employee with concerns or questions regarding a potential
violation of the Code of Conduct, or any breach of a Foxtons policy
that the employee reasonably believes to have occurred.
This policy applies to all employees, including temporary staff,
and covers the reporting of incidents relating to harassment,
discrimination, illegal activities, and any other form of wrongdoing
in the workplace.
Following a policy change in 2025, all matters reported to the
independent whistleblowing service are reported directly to the
Audit Committee Chair in line with best practice.
HEALTH AND SAFETY
Foxtons is committed to providing a safe and healthy working
environment for staff and visitors in compliance with the Health and
Safety at Work etc. Act 1974 and the Management of Health and
Safety at Work regulations. Specifically, the Group:
• Maintains safe and healthy working conditions.
• Provides adequate control of the health and safety risks arising
from its work activities.
• Provides adequate training to staff on health and safety matters.
• Regularly reviews and revises its Health and Safety Policy.
All employees are required to comply with the Group’s Health and
Safety Policy and must not interfere with anything provided to
safeguard health and safety. They must take reasonable care of their
own health and safety and report all health and safety concerns
through the Group’s established reporting mechanism. Company car
drivers must adhere to the Group’s vehicle policy which forms part of
the Group’s overall vehicle risk management programme and which
incorporates a range of safety initiatives including driver training,
vehicle telematics and dash mounted in-vehicle cameras.
All employees are made aware of the Health and Safety Policy
through publication in the Employee Handbook and induction
training. It is also made available on the Group’s intranet. The Group
uses an appropriately qualified external third-party expert to provide
support with the Group’s ongoing compliance with health and safety
regulations. During the year the ESG Committee reviewed health and
safety matters on a regular basis.
HUMAN RIGHTS AND MODERN SLAVERY
The Board has reviewed the risk of modern slavery within the Group
and maintains the risk to be low. This assessment is based upon the
nature of the business, which operates almost exclusively within
Greater London.
The Group’s standard practice is to check that prospective employees
have the right to work in the UK and we do not generally employ
agency staff. Where we work with suppliers, these are generally
large organisations. We publish our modern slavery statement on
both our Group and the Foxtons Limited website, as well as on the
government’s Modern Slavery Statement Registry for organisations.
Refer to www.foxtonsgroup.co.uk/modern-slavery for the latest
modern slavery and human trafficking statement.
We are committed to ensuring that there is no slavery or human
trafficking in our organisation or our supply chain, and regularly
review supplier service and behaviours. Before we contract with a
supplier, we issue detailed contractor guidelines that contain our
clear requirements to ensure that staff employed or contracted by
these companies are entitled to work in the UK and are free from
slavery, servitude, forced or compulsory behaviour and to comply
with other laws, including health and safety. Through our contractor
management procedure, we undertake and collect due diligence
documents on potential suppliers before we engage their services.
PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
Equity, Diversity and Inclusion Strategy
We have recently launched a new EDI strategy. The strategy
supports our business purpose of getting the right deal
done, and our mission to be London’s go-to estate agent.
By embedding equity, diversity and inclusion into everything
we do, we will better respond to challenges, attract top talent,
and meet the needs of our diverse customer base. Strong
representation helps us to reflect and serve the communities
where we operate.
The EDI strategy sets out a series of commitments to ensure
that in 2026 we see continuous improvement in areas such as
counteracting bias, inclusive leadership and local community
representation in our workforce.
50 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
LEARNING & DEVELOPMENT
Our Induction and ongoing employee development programmes
focus on building capability, supporting performance excellence and
enabling our people to progress and achieve their career aspirations.
Employee Onboarding
Our intensive five-day onboarding programme is widely recognised
across the industry as one of the most comprehensive introductions
to estate agency. It covers all aspects of letting and selling property,
providing essential skills and on-the-job learning experience for those
starting their career at Foxtons, while ensuring that every new employee
quickly understands the business and is equipped with the tools they
need to begin delivering results for customers from the outset.
The Induction programme incorporates mandatory EDI and
respectful workplace learning, reinforcing our expectations
around professional behaviour, psychological safety and inclusion.
This ensures all new starters understand how they can contribute
to our purpose, live our values and work collaboratively in line with
our “Getting It Done. Together” framework, helping to embed our
culture from day one.
Onboarding does not stop in the classroom. In the weeks following
the structured five-day programme, it continues through a blended
approach incorporating on-the-job shadowing, coaching and digital
learning to embed skills and accelerate performance.
Next Generation Leadership Programme
In 2025, we continued to develop our Next Generation leadership
programme, designed to prepare senior managers for future
director roles and to strengthen our long-term leadership pipeline.
The programme supports the development of bench strength and
contributes to improving gender balance at senior levels by bridging
the gap between manager and director grades.
The programme combines mentoring days with senior leaders,
financial literacy workshops, marketing workshops and customer
experience sessions. In addition, managers participated in bespoke
development sessions focused on leading with impact, effective
communication and executive presence, enabling them to build
the capability, confidence and strategic insight required to operate
successfully at the next level of leadership.
RESPONSIBLE BUSINESS CONTINUED
1
Results from the 2025 employee engagement survey, independently
administered by CultureAmp. 82% of the workforce responded to the
2025 survey (2024: 77%).
Training to Improve Skills
88%
of employees agree or strongly agree that they know
what to do to be successful in their role (2024: 84%)
1
.
82%
of employees believe the information to do their job
effectively is readily available (2024: 84%)
1
.
83%
of employees believe they have access to the learning
and development they need to do their job well
(2024: 80%
1
.
51
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Internal Mentoring
We understand the importance of providing comprehensive support to
employees who have recently been promoted into a new role. As such,
all newly promoted valuers and associate negotiators are enrolled onto
a peer-to-peer mentoring scheme during which they are assigned a
mentor to support them with their enhanced responsibilities.
Manager Development Programmes
In 2025, our managers continued to benefit from our in-house
‘Impact’ management training programme, which is designed to
equip new leaders with the skills and knowledge they need to create
a high-performance and respectful culture within their teams.
Impact is a tailored management development programme which
takes place over several months with the aim of developing market
leading managers who will play a critical role in maintaining the right
culture and delivering results for our customers. The programme
culminates in five challenging assessments including the opportunity
to present to the CEO as well as other members of the senior
leadership team on how they are using their new skills, behaviour,
and knowledge to make an impact within their departments.
Diversity, Respect and Inclusion Workshops
In 2025, we launched an updated respect and inclusion development
programme for employees and the Board, reinforcing individual
responsibilities and Foxtons’ expectations for professional, values
led behaviour. The programme focuses on creating psychological
safety and promoting inclusive behaviours at work. Supported by our
whistleblowing and speak up policies, these workshops help ensure
employees feel confident to raise concerns and contribute fully in line
with our “Getting It Done. Together” framework.
PEOPLE, CULTURE AND LEARNING & DEVELOPMENT
2. COMMUNITY
52 FOX TONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
During the year, we continued to support our charity partner, Single
Homeless Project, through a combination of financial contributions,
employee fundraising and volunteering. We also sought to maximise
our impact by applying Foxtons’ skills, expertise and resources where
they can make the greatest difference. Our partnership with Single
Homeless Project, together with wider community initiatives across
London, demonstrates this approach in practice.
Single Homeless Project
Since the start of our partnership in 2024, Foxtons has supported
Single Homeless Project in addressing the root causes of
homelessness in London. Over 80% of the charity’s work is focused
on prevention and helping individuals rebuild their lives – the areas
where our support can have the greatest long-term impact.
In 2025, Foxtons donated £66,500 to Single Homeless Project.
Employee-led fundraising increased by 40% from 2024, totalling
£12,200, and included marathons, the London 10K, and challenge
events. These funds supported emergency micro-grants, move-on
packs for those transitioning into private accommodation, and
the Achieving Potential programme, which advances recovery and
employment goals.
We have extended our partnership with Single Homeless Project
through to 2027, with annual donations increasing by 20% over the
two-year extension.
Foxtons recognises the importance of contributing positively to the communities in which we
operate. Our approach to community engagement is focused on long-term charity partnership
that addresses genuine social need and delivers meaningful outcomes.
2. COMMUNITY
53
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
COMMUNITY
Wider Community Impact
Foxtons employees partook in a variety of volunteer days in 2025,
participating in activities ranging from refurbishing hostel spaces
to supporting Single Homeless Project’s community sports day.
Additional initiatives, such as donations through the Christmas Shop,
supported 328 individuals with meals, hampers, clothing, and gifts.
In 2025, we supported Breast Cancer Now, Alzheimer’s Society at
the annual Fairview New Homes Charity football match as well as
cultural initiatives including commissioning a local artist during the
Notting Hill Carnival to create a mural for our Notting Hill office.
CASE STUDY
Pathways to Independence
Through our partnership, Single Homeless Project has been
able to provide safety, structured support, and pathways to
independence for individuals experiencing homelessness.
One example is Jaden, 19, who came to Single Homeless
Project’s young people’s service in South East London
looking for safety, stability, and a chance to rebuild
his future. After a challenging childhood that included
time in foster care and an emergency care home, he
spent two years sofa surfing and sleeping on the streets
in Birmingham. During this time, he faced loneliness,
uncertainty, and the daily mental toll of not knowing
whether he would be safe each night.
Jaden found it difficult to access consistent support and
was without important personal documents, which
limited his options to access support. He moved between
temporary places to stay and tried to seek help where he
could, eventually reconnecting with services that supported
his return to London.
Within just two days, Jaden moved into Single Homeless
Project accommodation, where he found a sense of
safety, warmth, and community. Now feeling hopeful
and motivated, he is focusing on positive change; quitting
smoking, going to the gym, and signing up for training
courses. With ambitions to work in construction and
landscaping, Jaden is working towards a peaceful future
in the countryside and is determined to stay on the path
he has chosen.
“The last year has been incredibly tough for so
many Londoners, so raising funds for homeless
charities is increasingly difficult. The time, energy
and compassion shown by colleagues at Foxtons
through fundraising, challenge events, and your
shared commitment to ending homelessness in
our city has enabled SHP to continue supporting
people through immediate crisis and towards
independence. Please accept my heartfelt thanks
for your support and the difference it’s made for
our clients.”
Liz Rutherford, CEO of Single Homeless Project
3. ENVIRONMENT
54 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
OUR APPROACH – ENVIRONMENT
Although Foxtons has a relatively simple infrastructure and supply
chain, with a smaller impact on the environment than some other listed
businesses, we are committed to reducing our environmental impact
and continue to take steps to support the UK’s long-term environmental
pledges, as well as our own long-term ESG commitments.
We use the TCFD framework (refer to
PAGES 58 TO 64) to identify
and assess emerging climate-related risks, use natural resources as
efficiently as possible and take steps to change our business practices
and operations where relevant to ensure that we minimise our impact
on the environment.
The Board has ultimate oversight of our approach to climate change,
with the ESG Committee monitoring progress against environmental
commitments and the Audit Committee monitoring climate-related
risks as part of its risk management responsibilities. The Executive
Leadership Team, which is responsible for day-to-day management of
the business and ensuring that the ESG commitments are delivered
upon, provides regular updates to the ESG Committee on a regular
basis (refer to
PAGE 87 for the ESG Committee’s key activities
during the year).
2025 KEY INITIATIVES AND PROGRESS
Vehicle Fleet Electrification
Our vehicle fleet is used in the day-to-day operations of our business,
including transporting customers to property viewings and carrying
out property inspections. The Foxtons Mini is the most recognisable
vehicle in the fleet and has been a key part of Foxtons’ identity, with
the designs over the years catching the spirit of Foxtons and London’s
residential property market.
We are committed to reducing our environmental impact and carbon footprint.
ELECTRIC/HYBRID
VEHICLE ROLLOUT
40%
of the vehicle fleet was either fully
electric or hybrid by the year end
(31 December 2024: 38%)
GHG EMISSIONS
INTENSITY RATIO
13%
reduction in tonnes of CO
2
e per
full-time employee (location-based
measurement method) versus prior year
2025 HIGHLIGHTS
3. ENVIRONMENT
55
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
In 2022 the first fully electric Foxtons Mini was launched which
emits zero emissions and, alongside the electrification of other
company vehicles, reflects progress against our commitment to
fully electrify our fleet by 2030. Through the electrification of
our fleet we aim to reduce our emissions and cut pollution in the
communities in which we operate.
As a member of EV100, the global climate initiative from The
Climate Group, we have set a target to switch all of our vehicles
to electric by 2030. In 2025, we continued our progress against
this target by replacing petrol vehicles with fully electric or hybrid
vehicles. At 31 December 2025, 40% of the vehicle fleet was either
fully electric or hybrid (31 December 2024: 38%).
Zero Emission Bike Sharing
We have built upon the E-Bike trials completed in 2024, and in
2025 continued to partner with Lime, London’s leading shared
electric bike company, to provide a zero-emission mode of
transport in central London for our employees. The partnership
helps lower the Group’s carbon footprint and provides more time
efficiency in geographies with high levels of vehicle congestion.
Further work will be undertaken in this area as we shape the
Group’s future transport strategy.
Energy Sourcing and Reduction Initiatives
Renewable energy sources
We continue to reduce the environmental footprint of our leased
head office and branch network, working closely with our energy
supplier to monitor our usage and use a REGO backed electricity
product (REGO – Renewable Energy Guarantees of Origin) across
our branches. Through REGO, our branch electricity is backed by
renewable sources, which helps reduce our carbon footprint and
is another step towards carbon neutrality and becoming net zero
across Scope 1, Scope 2 and Scope 3 emissions by 2050.
Head office efficiency
In January 2026, the Group relocated its head office to a new
building with a smaller carbon footprint and simultaneously
upgraded its head office data centre by replacing outdated
components with more energy-efficient equipment. The new
office benefits from the latest energy efficient technology across
lighting, heating, ventilation and air conditioning. It is expected
the head office energy consumption will reduce by 30% to 40%
as a result of the move.
Energy efficient data centres and technology
The Group has two modern eco efficient data centres, with one
designed to a BREEAM excellent standard. Both data centres use
highly efficient cooling technologies to reduce energy consumption.
THE FOXTONS MINI OVER THE YEARS
2003 Urban Graffiti Mini
2005 Camo Mini
2004 Flower Power Mini
2006 Punk Mini
2007 Property Chase Mini
2008 Space Mini
2010 X-ray Mini
2014 Anniversary Edition Mini
2025 Skyline Mini
2022
Introduction of the Foxtons
Electric Mini
2001 Italian Job Mini
2002 Hot Rod Mini
ENVIRONMENT
56 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
1
2024 disclosures have been restated to fully capture Scope 1 and 2 emissions to be consistent with 2025. This has resulted in gross emissions increasing from
1,907 tonnes CO
2
e (as reported last year) to 1,931 tonnes CO
2
e).
2
Market based measurement of Scope 2 purchased electricity reflects procured renewable energy (REGO certified) reducing scope 2 emissions by 613 tonnes CO
2
e
(2024: 708 tonnes CO
2
e).
Emissions
We have a long-term target to reduce our total value chain to net zero across Scope 1, Scope 2 and Scope 3 by 2050. Additionally, we have an
interim target to reduce our combined Scope 1 and Scope 2 emissions by 30% by 2030 against the 2021 baseline. In the future, we will primarily
achieve this emission reduction through electrification of the vehicle fleet, as well as identifying ways to reduce the size of our fleet.
Scope 1 and Scope 2 reporting
Our Streamlined Energy and Carbon Reporting (SECR) reports emissions from fuel consumption and the operation of our facilities (Scope 1)
and from purchased electricity (Scope 2), both of which are mandatory. Our Scope 1 and Scope 2 footprint, measured in line with mandatory
reporting requirements on a location basis, is 1,760 tonnes CO
2
e in 2025 (2024: 1,931 tonnes CO
2
e). All emissions and energy usage are incurred
within the UK.
GHG emissions 2025
2024
(restated)
1
2021 baseline
Scope 1 emissions
Combustion of fuel (tonnes CO
2
e) 1,026 1,099 1,224
Other – gas, diesel and LPG (tonnes CO
2
e) 45 56 114
Scope 2 emissions
Purchased electricity (tonnes CO
2
e) Location based 688 776 910
Purchased electricity (tonnes CO
2
e)
2
Market based 76 68 –
Total: Scope 1 & Scope 2 emissions
Total: Scope 1 & 2 emissions (tonnes CO
2
e) Location based 1,760 1,931 2,248
Total: Scope 1 & 2 emissions (tonnes CO
2
e)
2
Market based 1,147 1,223 1,338
Intensity ratio
Tonnes of CO
2
e per full-time employee Location based 1.18 1.36 1.94
Tonnes of CO
2
e per full-time employee
2
Market based 0.77 0.86 1.15
Energy consumption
Aggregate energy consumption (kWh) 8,523,785 8,744,251 9,186,775
Total CO
2
e by emission type
Electricity: lighting, heating and cooling 688 776 910
Combustion of fuel 1,026 1,099 1,224
Other: gas, diesel and LPG 45 56 114
Methodology
Base line: 2021
Emission factor data source: UK Government GHG Conversion Factors for Company Reporting
Assessment methodology: The Greenhouse Gas Protocol
RESPONSIBLE BUSINESS CONTINUED
57
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Scope 1 and Scope 2 reporting
Scope 1 emissions have decreased year-on-year as a result
of increased vehicle mileage driven, offset by the continued
electrification of the vehicle fleet, with total Scope 1 emissions
down 7% to 1,071 tonnes CO
2
e (2024: 1,155 tonnes CO
2
e). Scope 2
emissions (location-based methodology) have decreased by 11% to
688 tonnes CO
2
e (2024: 776 tonnes CO
2
e) reflecting ongoing energy
saving initiatives within the branch portfolio and at head office.
Scope 3 reporting
Like other companies, we are adopting a staged approach of assessing
our Scope 3 emissions. Through a desktop exercise, the Scope 3
categories have been considered for relevance, and where relevant,
an initial quantification exercise completed to assess whether the
associated emissions are material to the Group (refer to
PAGE 58
for materiality considerations).
The Scope 3 categories with the highest associated emissions
are purchased goods and services and the element of employee
commuting not already captured in Scope 1. The desktop exercise
has concluded Scope 3 emissions are not material, however, a more
detailed assessment will be undertaken in the medium term to validate
this assertion in due course, with further disclosure as necessary.
Recycling and Water
Recycling
Our recycling policy ensures our offices are equipped with designated
bins for the recycling of widely used materials in order to reduce our
consumptive waste. We actively encourage a paperless environment
and try to limit any written correspondence to email. The use of
the ‘My Foxtons’ customer portal continues to increase meaning
customers can transact without paper and use digital signing
technology. Additionally, within our branches, we use recyclable
glass bottles for customer drinking water, rather than plastic bottles.
Water consumption
Our water consumption relates to water consumed in our offices,
primarily for drinking and staff facilities, and water consumed to
clean our vehicle fleet. Although our water consumption is not
considered to be significant, we regularly review our operations with
a view to reducing water usage noting it is a resource that is under
increasing pressure.
ENVIRONMENT
58 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Assessing Materiality of Climate-Related Risks
The Board has assessed the materiality of climate-related matters taking into consideration the extent to which climate change poses a material
risk to the business and after considering the following points:
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
The Group has applied the TCFD framework to support our understanding and management
of climate-related risks and opportunities.
RESPONSIBLE BUSINESS CONTINUED
Materiality consideration points Assessment outcome
Whether there are any business segments, elements
of the business model or locations that could be more
significantly impacted by climate risks.
No particular business segment or element of the business model
has a heightened exposure to climate change risk. Since Foxtons
operates in the United Kingdom, no special location considerations
are required.
Size of environmental footprint.
Foxtons is a service-based business with relatively low levels of
Scope 1, 2 and 3 emissions.
The complexity of the Group’s supply chain and
exposure to climate-related factors.
Foxtons operates in a service industry with a relatively asset light
business with a non-complex supply chain.
The possible impact of climate risks.
Within the scenario analysis presented on PAGES 60 AND 61 the
climate risk impacts have been assessed as being low to medium.
Whether the likelihood of risks and the associated
financial impacts could significantly evolve over time.
The assessment has considered risks over the short, medium and
long term. Management will continue to evaluate the long-term
impact and evolve the risk assessment accordingly.
Following the assessment, the Board has concluded that climate-related risks are not material to the Group and has taken this into
account when applying the TCFD framework to ensure the level of disclosure is commensurate to the level of risk.
OVERALL MATERIALITY CONCLUSION
59
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Climate-Related Risks and Opportunities
The TCFD divides climate-related risks into two major categories: (1) Risks related to the transition to a lower carbon economy (“Transition
risks”); and (2) Risks related to the physical impacts of climate change (“Physical risks”). The risks are presented below, having considered the
TCFD all sector guidance points, alongside climate-related opportunities.
Transition risks
Short term (to 2030) Medium term (2030 to 2040) Long term (beyond 2040)
Market risk: Climate-related regulation could reduce
the supply of housing stock for sale/to let and impact
growth plans. For example, property energy performance
regulation may increase landlord operating costs,
discouraging landlords from operating in the private
rental sector.
Operational risk: There will be additional costs of becoming net zero across Scope 1,
Scope 2 and Scope 3 emissions due to the cost of renewable energy, electric vehicles,
environmental levies and carbon offsets. The cost of investment is likely to be
partially offset by lower energy costs.
Market risk: Changes in customer behaviour could result in changes in supply and
demand for residential property and cause volatility in property and rental prices.
Market risk: Vulnerable social groups and lower income households may be
disproportionately affected by climate change which may impact local property
markets and the balance of business between Lettings/Sales.
Reputational risk: If we do not transition our business model quickly enough there
may be increased reputational risk.
Physical risks
Short term (to 2030) Medium term (2030 to 2040) Long term (beyond 2040)
Business disruption as a result of extreme
weather events.
As temperature rises and extreme weather
events become more regular, climate change
predictions suggest that by the 2050s London
could be some 2 degrees hotter with wetter
winters and drier summers, leading to changes
in customer behaviour and wider social impacts.
There may also be business disruption as a result
of extreme weather events.
It is likely that a significant
proportion of London’s critical
infrastructure will be at
increased risk from flooding
and there are likely to be more
people living on a floodplain
which may impact customer
behaviour and potentially
reduce available housing stock.
Climate-related opportunities
Short term (to 2030) Medium term (2030 to 2040) Long term (beyond 2040)
As announced in January 2026, landlords must
ensure their rental properties achieve an Energy
Performance Certificate (EPC) rating of at least 'C' by
2030. A proportion of landlords will need to invest
in energy-efficient upgrades to meet this standard.
The Group has the opportunity to manage property
upgrades on behalf of landlords which will in turn
generate additional property management revenues
for the Group.
Over the medium to long term there will need to be significant investment by
property owners to ensure existing homes are low carbon and resilient to the
changing climate. This is a major UK infrastructure priority and is expected to be
supported by the Treasury. There could be an opportunity for the Group to further
increase its property management revenues by supporting property owners make
the required changes.
The Board continues to assess climate-related risks as emerging, as noted within the risk management disclosures on PAGES 59 TO 61.
ENVIRONMENT
60 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
Climate Scenario Analysis
To evaluate the resilience of the Group’s approach to climate-related risks and opportunities, analysis under two possible climate scenarios has
been completed:
Scenario 1: The rise in global temperature is limited to less than 2°C.
Scenario 2: The global temperature rises by more than 2°C.
The risks and opportunities under each scenario are presented against short, medium, and long-term time horizons. Further analysis will be
undertaken to define the resilience of the business model in the longer term as market practice and market intelligence develops.
Short term (to 2030) Medium term (2030 to 2040) Long term (beyond 2040)
Risks: Higher transition risks associated
with moving to a low carbon economy
• Climate-related regulation could
reduce the supply of housing stock for
sale/to let and impact revenue
growth plans.
• Transition costs to meet emission
targets and/or imposed climate levies.
• Reputation risk due to a slow
transition to a low carbon economy.
Continued transition risks
• Transition costs to meet emission
targets and/or imposed climate levies.
• Potential market volatility impacting
local markets and business
performance in local markets.
• Reputation risk due to a slow
transition to a low carbon economy.
Less significant increase
in physical risks
• Isolated extreme weather events
expected causing manageable
business disruption to operations.
Impact assessment: Impact assessment: Impact assessment:
Opportunities:
• There is an opportunity for the Group to benefit from increased demand for property management services as landlords
seek to make properties more energy efficient which is likely to be enforced through government legislation.
• There is an opportunity to reduce running costs by adopting lower energy technologies and electric vehicles.
Impact assessment:
Scenario 1: The rise in global temperature is limited to less than 2°C.
Under the less than 2°C scenario, transition risks, as a result of transitioning to a low-carbon business model pose a greater risk to our
business model, whilst physical risks, pose a lower risk. Overall, we expect the Group’s business model to be resilient under this scenario
as summarised in the table below.
61
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Short term (to 2030) Medium term (2030 to 2040) Long term (beyond 2040)
Risks: Slight increase in transition
and physical risks
• More regular extreme weather events
expected to cause manageable
business disruption to operations.
• Insurance cost rises due to an increase
in the likelihood of physical damage
to properties and vehicles from
weather related events.
Increasing physical risks due to a failure to adequately transition to
a low-carbon business model
• More regular extreme weather events expected causing more significant business
disruption to operations.
• Market volatility due to the risk of a reduction in available properties or lower
demand for properties in areas more prone to weather related disruption which
may impact business performance in local markets.
• Reputation risk due to a slow transition to a low-carbon business model.
• Increase in energy costs as energy sources become constrained or compromised.
Impact assessment: / Impact assessment: /
Opportunities:
• There is an opportunity for the Group to benefit from increased demand for property management services as landlords
seek to make properties more energy efficient or make a greater use of our property management services to manage
climate-related issues.
• Property prices may increase in certain geographies should other geographies become more prone to weather related
disruption providing an opportunity to generate additional revenues in areas with higher demand.
• Opportunity to reduce running costs by adopting lower energy technologies and electric vehicles.
Impact assessment:
Low impact
Key:
Medium impact High impact
Scenario 2: The global temperature rises by more than 2°C.
The Paris Agreement aims to keep global warming well below 2°C. Under the greater than 2°C scenario, global climate policy is less
effective at tackling climate change. Under this scenario, physical risks pose a greater risk as a result of more extreme weather events,
whilst transitional risks pose a lower risk. Overall, we expect the Group’s business model to be resilient under this scenario as summarised
in the table below.
ENVIRONMENT
62 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
TCFD recommended
disclosure and compliance Activities to date and actions to achieve compliance
Governance
(a) Describe the
Board’s oversight of
climate-related risks
and opportunities
The Board has overall accountability for ESG and is responsible for maintaining the Group’s system of risk
management and internal control, including climate-related risks. This is informed by the work of the ESG
Committee and the Audit Committee.
The ESG Committee regularly reviews environmental and social related risks to the Group and makes
recommendations to the Audit Committee regarding inclusion in the Group’s risk management practices.
Climate-related opportunities will also be reported directly to the Board by the ESG Committee.
Where relevant and material, the Board will consider climate-related matters when making strategic
decisions, such as deciding the rate at which the vehicle fleet is electrified.
Planned actions – The Board will continue to receive updates from the ESG Committee and Audit
Committee to inform strategic decisions.
Governance
(b) Describe
management’s
role in assessing and
managing climate-related
risks and opportunities
The Executive Leadership Team is responsible for day-to-day management of the business and ensuring that
the ESG strategy is actioned appropriately within the business. The Executive Leadership Team monitors
the delivery of the Group’s environmental programmes and also monitors climate-related risk as part of
the Group’s overall risk management framework. The Executive Leadership Team receives progress reports
on environmental and social initiatives from relevant departmental heads. The ESG Committee, which
meets three times a year and otherwise as required, receives reports from the Executive Leadership Team
or relevant department heads. The ESG Committee Chair reports key matters to the Board following each
Committee meeting.
Planned actions – As our environmental programmes progress, we will assign specific responsibilities
to Senior Managers to ensure that climate-related risks and opportunities are assessed and managed
effectively throughout the business.
Strategy
(a) Describe the
climate-related risks
and opportunities the
organisation has identified
over the short, medium,
and long term
On
PAGES 59 TO 61 we describe the possible climate-related risks and opportunities that may impact
our business over the short, medium and long term.
Planned actions – The Board will continue to monitor risks on a short, medium and long-term basis and
monitor the emerging climate-related risk.
Alignment with the Recommendations of the TCFD
Our TCFD compliance statement is set out below. In line with the requirements of LR 6.6.6(8)R, we are reporting on a ‘comply or explain’ basis
against the eleven recommended TCFD disclosures. The table below sets out our compliance status in relation to each of the recommendations
and, where relevant, the actions we are taking to achieve compliance.
For 2025, our disclosures were deemed to be compliant with all of the TCFD recommendations. We will continue to develop our disclosure in
future years as market practice develops or in the event our materiality assessment evolves.
Compliant
Key:
Partially compliant
RESPONSIBLE BUSINESS CONTINUED
63
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
TCFD recommended
disclosure and compliance Activities to date and actions to achieve compliance
Strategy
(b) Describe the impact
of climate-related risks
and opportunities on
the organisation’s
businesses, strategy,
and financial planning
The Board has not identified any material climate-related risks that impact the Group’s business model,
strategy, financial planning or viability of the Group. This conclusion is supported by the risk assessment
set out on
PAGES 59 TO 61. No material cost investment is required to meet our medium-term
environmental commitments, with the relevant costs incorporated into financial projections for the next
five years.
Planned actions – The Board will continue to monitor risks on a short, medium and long-term basis and
monitor the emerging climate-related risk.
Strategy
(c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario
On
PAGES 60 AND 61 the impact on the Group’s strategy under two climate-related scenarios has
been assessed: Scenario 1: a 2°C or lower scenario; and Scenario 2: a more than more than 2°C scenario.
Planned actions – The Board will continue to monitor the resilience of the Group’s strategy, and in
particular the longer-term impacts which are inherently more difficult to assess.
Risk Management
(a) Describe the processes
for identifying and assessing
climate-related risks
Climate-related risks are identified through the Group’s risk management processes. The Group utilises the
TCFD framework to identify climate risks and horizon scans for changes in the risk environment.
Planned actions – We will continue to review our risk register to ensure effective identification of our
climate-related risks.
Further information – Refer to
PAGE 32 for details of the Group’s risk identification process.
Risk Management
(b) Describe the
processes for managing
climate-related risks
Climate-related risks are managed through the Group’s risk management processes overseen by the
Audit Committee.
Planned actions – The Board and Audit Committee will continue to regularly review the Group’s principal
and emerging risks.
Further information – Refer to
PAGE 32 for details of the Group’s risk management process.
Risk Management
(c) Describe how
processes for identifying,
assessing, and managing
climate-related risks are
integrated into overall
risk management
The Group’s risk management framework includes the key process for identifying, assessing and managing
climate-related risks alongside non-climate-related risks.
Planned actions – The Board and Audit Committee will continue to regularly review the Group’s principal
and emerging risks.
Further information – Refer to
PAGE 32 for details of the Group’s risk management process.
ENVIRONMENT
64 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
RESPONSIBLE BUSINESS CONTINUED
TCFD recommended
disclosure and compliance Activities to date and actions to achieve compliance
Metrics and Targets
(a) Describe the metrics
used to assess
climate-related risks and
opportunities in line with
the strategy and risk
management process
The metrics used by the Group to assess the climate-related risks and opportunities include:
• GHG emissions (Scope 1 and Scope 2)
• Intensity ratio
• Energy consumption
Planned actions – Continue to monitor our total GHG emissions, intensity ratio and energy consumption.
We will also keep these metrics under review and consider whether to add further metrics in the future.
Further information – Refer to
PAGES 56 AND 57 for more detail on our environmental impacts and
climate-related targets.
Metrics and Targets
(b) Disclose Scope 1, Scope
2, and, if appropriate,
Scope 3 GHG emissions,
and related risks
GHG Scope 1 and 2 emissions reported in line with the Streamlined Energy and Carbon Reporting (SECR)
regulations. Scope 3 GHG emissions are not considered to be material for the Group and are therefore not
currently disclosed.
Planned actions
• We will continue to report on GHG Scope 1 and 2 emissions.
• A desktop exercise has concluded Scope 3 emissions are not material, however, a more detailed
assessment will be undertaken to validate this assertion in the medium term, with further disclosure
as necessary.
Further information – Refer to
PAGE 136 for the Group’s Streamlined Energy and Carbon Reporting
and PAGE 55 for details of the Group’s Scope 3 emission assessment.
Metrics and Targets
(c) Describe the
targets used to manage
climate-related risks
and opportunities
and performance
against targets
The Group has a number of targets to manage climate-related risks as set out on
PAGES 58 AND 59.
In summary these are:
• Electrifying our entire vehicle fleet by 2030 in line with our EV100 commitment.
• 30% reduction in Scope 1 and Scope 2 emissions by 2030 against the 2021 baseline.
• Reaching net zero across Scope 1, Scope 2 and Scope 3 emissions by 2050.
Planned actions – To keep our targets under review and continue to monitor progress against them.
65
CORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
NON-FINANCIAL INFORMATION AND SUSTAINABILITY STATEMENT
The table below, and information throughout the 2025 Annual Report and Accounts and on our
website that it refers to, is intended to help our stakeholders to understand our position on key
non-financial matters and satisfy the requirements of Section 414CA of the Companies Act 2006.
Non-financial
matter
Relevant policies/
documents that govern
our approach
1
Risk management and additional information Associated KPIs and other published metrics
Business
model
• Our strategic priorities
(refer to
PAGES 16
AND 17)
• Matters reserved for
the Board
1
• Principal risks: Market risk and
competitor challenge
• Stakeholder engagement
• Resilient business model
• Foxtons Operating Platform
• Delivering against our strategy
PAGE 35
PAGES 18 TO 21
PAGES 12 AND 13
PAGES 14 AND 15
PAGES 16 AND 17
• Refer to key
performance
indicators section
PAGES 22 AND 23
Employees • Data protection policies
• Health and safety policies
1
• Employee handbook
• Equal opportunities policy
• Whistleblowing policy
• Equity, diversity and
inclusion policy
1
• Principal risks: People
• Stakeholder engagement
• Responsible business
• Directors’ Report
• Corporate Governance Report
• Directors' Remuneration Report
PAGE 36
PAGES 18 TO 21
PAGES 40 TO 64
PAGES 134 TO 136
PAGES 71 TO 80
PAGES 97 TO 133
• Employee
engagement score
• Gender and
ethnicity diversity
• Workforce
remuneration
• Gender pay gap
PAGE 23
PAGE 47
(www.foxtonsgroup.co.uk/our-responsibility/
gender-pay-gap)
Human
rights
• Environmental, social and
governance policy
• Modern slavery and human
trafficking policy
1
• Our other responsibilities
(speaking up, supplier
relationships and human
rights and modern slavery)
PAGES 49 AND 74
• Modern slavery and human trafficking
statement (www.foxtonsgroup.co.uk/
modern-slavery)
Social
matters
• Environmental, social and
governance policy
• ESG Committee terms
of reference
1
• Board diversity policy
1
• Equity, diversity and
inclusion policy
1
• Principal risks: People, and
reputation and brand
• Stakeholder engagement
• Responsible business
PAGES 36 AND 37
PAGES 18 TO 21
PAGES 40 TO 64
• Employee
engagement score
• Employee survey
outcomes
• Gender and
ethnicity diversity
• Community
engagement metrics
PAGE 23
PAGES 23, 47
AND 50
PAGE 47
PAGE 52
Anti-corruption
and bribery
• Anti-money laundering
and anti-bribery policies
• Employee handbook
• Environmental, social and
governance policy
• Principal risks: Compliance
with the legal and regulatory
environment
• Responsible business
• Audit Committee Report
PAGE 36
PAGES 40 TO 64
PAGES 90 TO 96
• Whistleblowing
reporting review
PAGES 49 AND 94
Environmental
matters
• Environmental, social and
governance policy
• Recycling policy
• Emerging risks: Climate-related
risks
• Stakeholder engagement
• Task force on climate-related
financial disclosures
• Responsible business
• ESG Committee Report
PAGE 37
PAGES 18 TO 21
PAGES 58 TO 64
PAGES 40 TO 64
PAGES 87 TO 89
• Streamlined Energy
and Carbon Reporting
• Progress against
environmental
commitments
PAGE 56
PAGE 54
1
Published at www.foxtonsgroup.co.uk/our-responsibility/corporate-governance. Other listed policies/documents are internal policies and not published externally.
The Strategic Report, from PAGES 1 TO 65, has been reviewed and approved by the Board of Directors on 4 March 2026.
Guy Gittins Chris Hough
Chief Executive Officer Chief Financial Officer
66 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CHAIRMAN’S GOVERNANCE INTRODUCTION
I am pleased to introduce my fifth Corporate Governance Report,
in which we describe our governance arrangements, the operation
of the Board and its Committees, and how the Board discharged its
responsibilities during the year.
Board Priorities
The Board is committed to maintaining a high standard of
governance, which is key to delivering sustainable value for the benefit
of all stakeholders. As a people-based business the Board recognises
the importance and value of maintaining a culture which is respectful,
rewarding, and inspiring in order to deliver an enhanced experience
for all stakeholders.
Alongside driving operational programmes, the Board regularly
discusses the strategic direction of the Group, and specifically the
role the Group should have in the ongoing consolidation of the
estate agency sector.
Capital allocation continues to be a key focus area, to ensure the
Group’s capital is being deployed in the most beneficial and efficient
manner, with the returns from lettings focused acquisitions, share
buybacks and dividends regularly discussed at Board level.
Governance
The Board is responsible for steering the Group and ensuring the
implementation of a robust and solid governance framework.
This structure is designed to foster vigorous discussions and challenge
all Board members, thereby facilitating effective decision making
within acceptable timeframes and based on precise information.
Our commitment to achieving excellent governance standards is
a crucial element in delivering on our strategic objectives and in
creating shareholder value, while also addressing broader stakeholder
interests. The Group has complied with the 2024 UK Corporate
Governance Code (“the Code”) throughout the year. The Board,
supported by the Audit Committee, has undertaken preparatory
measures to ensure compliance with Provision 29 ahead of its
implementation and will report on its compliance with this provision
in its next Annual Report.
Purpose, Culture and Values
The Group’s purpose is to get the right deal done for London’s
property owners, which is reflective of our results-driven mindset.
Our brand message, we get it done, coupled with our core values,
forms the bedrock of our culture. Our values encourage employees
to be innovative, professional, ambitious and relentless in their
approach to delivering results, whilst providing authoritative market
views. These values guide our employees in their contributions
towards the Group’s success, support business growth, and promote
a collaborative environment to achieve our goals.
The Board has specific responsibilities to ensure there is alignment
of culture, policy, practices and behaviour throughout the business
with the Group’s purpose, values and strategy. To this end, the
Board is committed to investing in and encouraging a respectful
high-performance culture that attracts and retains talented people
who deliver outstanding results for our customers. Fostering this
high-performance culture is critical to delivering on our strategic
priorities and ultimately enhances the success of the Group.
Overseen by the ESG Committee, and informed by several independent
external experts, the Group’s people and culture practices have
been a significant area of focus in 2025 and a number of continuous
improvement programmes have been delivered. During the year,
the Board engaged PwC to conduct an independent review of the
Company’s culture which has provided a foundation for change.
“THE BOARD IS COMMITTED TO MAINTAINING
A HIGH STANDARD OF GOVERNANCE, AND
AS A PEOPLE-BASED BUSINESS IS WORKING
HARD TO ENHANCE OUR PEOPLE OFFERING
AND OUR CULTURE, IN ORDER TO DELIVER FOR
THE BENEFIT OF ALL STAKEHOLDERS.”
Nigel Rich CBE Chairman
67
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The Board also engaged independent HR consultancy, Morpho, to
review and recommend improvements to the Group’s HR function and
related processes. The resulting recommendations have been reviewed
and a prioritised implementation plan developed, with progress made in
2025 and continuing into 2026 with Non-Executive Director oversight.
Over the course of 2025, the Board oversaw a number of areas to
improve culture, including launching a Code of Conduct, rolling out
improved respectful workplace training and bolstering policies and
procedures. Although progress has been made, the work in this area
never finishes, and we are committed to drive further positive change
as we deliver against our people strategy.
Refer to
PAGE 87 TO 89 within the ESG Committee’s report for
further details of the ESG Committee’s role in driving change across
purpose, culture and values.
Stakeholder Engagement
In line with the provisions of Section 172 of the Companies Act 2006,
the Board has consistently considered the interests of all stakeholders
when making significant decisions throughout the year.
Utilising various methods, the Board has interacted with key
stakeholder groups during the year, including both formal and
informal channels of communication with employees, such as
through the Employee Engagement Committee and branch visits.
These channels are crucial in enabling the Board to effectively monitor
the Group’s culture. Maintaining open dialogue with shareholders
is key to fostering mutual understanding, aligning expectations and
supporting the Group’s strategic objectives. We continue to engage
with shareholders on a regular basis, both through our scheduled
shareholder engagement programme and via additional discussions
on key business developments and strategic direction.
The Board reviewed the effectiveness of the corporate broking
arrangements and carried out a competitive tender process.
In January 2026, the Board announced the appointment of Panmure
Liberum, alongside Singer Capital Markets, as the Company's joint
corporate brokers.
A comprehensive review of our stakeholder engagement, including
our Section 172 statement and examples of how we considered
stakeholders in making key board decisions, can be found on
PAGES 18 TO 21 of the Strategic Report.
Shareholder Returns
The Group applies a progressive dividend policy, with the aim being
to offer a reliable and growing income stream to investors whilst still
being able to maintain our current capital allocation policy.
During the year the Board paid an interim dividend of 0.24p per share
(2024: 0.22p) and is proposing a final dividend of 0.93p per share
(2024: 0.95p) providing a total dividend of 1.17p per share (2024: 1.17p).
Remuneration
As planned, during the year the Remuneration Committee undertook
a review of the Directors’ Remuneration Policy which was previously
approved by shareholders at the Company’s 2023 AGM. An updated
Remuneration Policy will be presented to shareholders for approval
at the Company’s 2026 AGM. Further details can be found in the
Directors’ Remuneration Report on
PAGES 97 TO 133.
Audit, Risk and Internal Control
The Audit Committee’s work has continued to focus on protecting the
interests of shareholders, monitoring and strengthening the Group’s
risk management processes and internal control systems. PwC has
progressed the internal audit programme, reporting on three reviews
in the year and monitoring and testing the implementation of agreed
control recommendations. Further information on audit, risk and
internal controls can be found in the Audit Committee report
on
PAGES 90 TO 96.
Environmental, Social and Governance (ESG)
The ESG Committee plays an important role in providing
oversight of the Group’s ESG strategy and associated governance
responsibilities. The Committee has reviewed a number of areas
including the execution of the Group’s people strategy and related
key performance indicators, the Group’s culture, equity, diversity and
inclusion initiatives, engagement survey results, workforce health
and safety metrics, our community programmes, and environmental
commitments and related disclosures. Further information on the
work of the ESG Committee can be found
PAGES 87 TO 89.
Board Changes and Succession Planning
As announced on 9 February 2026, Rosie Shapland will retire as a
Non-Executive Director of the Company following the publication of
the Group’s 2026 Interim Results, once her replacement as Chair of the
Audit Committee has been appointed and allowing for an appropriate
handover period. I would like to thank Rosie for her significant support
and contribution to the Company as Senior Independent Director
and Chair of the Audit Committee and wish her well with her future
endeavours. The Board is currently recruiting for a new Non-Executive
Director to serve as Chair of the Audit Committee. Jack Callaway, current
Non-Executive Director, will succeed Rosie as Senior Independent
Director following this year's AGM. During the year under review, the
Nomination Committee evaluated the succession requirements of
the Board and Senior Management, through the assessment of the
composition, structure, and diversity of the Board and its Committees
and the Executive Leadership Team in the context of future opportunities
and potential challenges facing the Group. Further information on the
work of the Nomination Committee can be found on
PAGES 81 TO 86.
Board Performance Review
An external Board performance review was completed in the second
half of 2025, by Lintstock, an advisory firm that specialises in Board
reviews, to review the performance of the Board, its Committees and
the individual Directors. Rosie Shapland, Senior Independent Director,
led the Directors in evaluating my performance as Chairman.
Details of the process undertaken and a summary of the results and
proposed actions for 2026 are set out on
PAGES 84 TO 85.
Committee Structure Changes
The Board agreed at its February 2026 meeting to update the names
and remits of its Audit Committee and ESG Committee to better reflect
the Committees’ current and anticipated future responsibilities, as well
as the Group’s evolving governance priorities. Subject to the approval
of revised Terms of Reference for each of the Committees during 2026,
the Audit Committee will be renamed the Audit, Risk and Governance
Committee, highlighting its broader responsibilities for assisting the
Board in oversight of the Group’s risk, internal control and governance
frameworks. Additionally, the ESG Committee will be renamed the
People, Culture and Sustainability Committee, recognising its enhanced
focus on workforce-related matters and the culture of the Group.
Further details on the change, and of the roles and responsibilities of
these Committees will be included in the 2026 Annual Report.
Annual General Meeting
We plan to hold our AGM on 7 May 2026. Details of the
arrangements for the meeting are set out in the AGM
notice which is included as a separate document within this
mailing. The AGM notice is also available on our website at
www.foxtonsgroup.co.uk/investor-relations/agm.
Nigel Rich CBE
Chairman
4 March 2026
68 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
BOARD OF DIRECTORS
C inside the circle indicates
Committee Chair
Key Audit Committee
Nomination Committee Remuneration Committee ESG Committee
NIGEL RICH CBE
Chairman
Appointed
to the Board
1 October 2021
Committee memberships
Skills and experience
Extensive UK and
international, listed Board
experience in a career
spanning more than five
decades. Nigel qualified as a
Chartered Accountant before
joining Jardine Matheson
where he spent 20 years
working in a variety of roles
primarily across Asia,
including Managing Director
of Hong Kong Land, a leading
Hong Kong property
company, and thereafter
Managing Director of Jardine
Matheson Holdings.
He previously served as the
Chairman of Hamptons
International, Urban Logistics
Reit plc, Exel plc, CP Ships
Limited, Xchanging plc and
SEGRO plc, and held
numerous Non-Executive
Director positions at
companies including Granada
Group plc, ITV plc, Pacific
Assets Trust plc, AVI Global
Trust plc and Matheson & Co.
He has also served as a
Member of The Takeover
Panel (UK).
External appointments
None
NON-EXECUTIVE DIRECTORS
ANNETTE ANDREWS
Independent
Non-Executive
Director
Appointed
to the Board
1 February 2023
Committee memberships
Skills and experience
30 years’ HR and people
experience, leading HR
functions in both regulated
and commercial businesses.
Annette was previously Chief
People Officer at Lloyd’s of
London and before that held
senior HR leadership positions
at Catlin Insurance, Lloyds
Banking Group PLC and the
Ford Motor Company.
Her HR experience covers
compensation regimes and
leadership development,
and she previously served as
Non-Executive Director at
Cavendish Financial Plc.
External appointments
Non-Executive Director and
Chair of the Remuneration
Committee at Esure Group plc
and FNZ (UK) Ltd. She is sole
Director of Acaria Coaching
& Consulting Ltd.
PETER ROLLINGS
Independent
Non-Executive
Director
Appointed
to the Board
1 December 2021
Committee memberships
Skills and experience
Extensive estate agency
experience having started
his career at Foxtons in
December 1985, and holding
the position of Managing
Director between 1997 and
2005 where he made a
significant contribution to
both the growth and
dynamics of the business.
From 2005 to 2016 Peter was
CEO of Marsh & Parsons
where he presided over
significant expansion and
value creation.
External appointments
Non-Executive Director at
Viewber Limited and
Squarefoot Capital Limited.
ROSIE SHAPLAND
Senior Independent
Non-Executive
Director
Appointed
to the Board
5 February 2020
Committee memberships
Skills and experience
Chartered Accountant with
extensive knowledge of
accounting and financial
reporting, risk management
and governance. An
experienced Audit Committee
Chair and a former audit
partner at PwC with over
30 years of audit experience
across multiple sectors within
public and private companies,
Rosie has worked with
numerous boards and their
audit committees.
External appointments
Senior Independent Director
and Chair of the Audit
Committee at Workspace
Group plc and Non-Executive
Director and Chair of the
Audit Committee at PayPoint
plc and SThree plc.
69
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
EXECUTIVE DIRECTORS
GUY GITTINS
Chief
Executive Officer
Appointed
to the Board
5 September 2022
Committee memberships
N/A
Skills and experience
Significant estate agency and
leadership experience having
been CEO of Chestertons, the
London and international
residential property specialist,
prior to joining Foxtons.
Guy started his early career at
Foxtons, leaving in 2006 to
become Sales and Marketing
Director for Peter de Savary.
In May 2010 he joined Savills,
before moving to Chestertons
in 2012, as head of their
flagship Chelsea office before
becoming CEO in 2018.
External appointments
None
CHRIS HOUGH
Chief
Financial Officer
Appointed
to the Board
1 April 2022
Committee memberships
N/A
Skills and experience
Chartered Accountant who
qualified with Deloitte LLP
and worked across a range of
sectors as a director within
the firm’s listed audit and
assurance practice. Chris
joined the Group in 2019 as
Director of Finance and
Company Secretary, acquiring
an in depth understanding of
all aspects of the business
and played a key role in the
financial management of
the Group.
External appointments
None
JACK CALLAWAY
Independent
Non-Executive
Director
Appointed
to the Board
1 February 2023
Committee memberships
Skills and experience
Experienced financial services
executive with over 30 years
of investment banking,
mergers and acquisitions and
financing experience. He was
recently a Non-Executive
Director of Euromoney
Institutional Investor plc
and was previously Global
Chairman of Barclays
Telecom, Media and
Technology Investment
Banking business. Jack
formerly held senior
leadership positions
at Lehman Brothers
and Rothschild.
External appointments
Non-Executive Director of
EJLSHM Funding Limited and
EJLSHM Holdings Limited.
Board Member of the
Cholangiocarcinoma
Foundation.
Richard Merrett,
Managing Director |
Financial Services
Imran Soomro,
Chief Information
and Technology
Officer
Fran Giltinan,
Managing Director |
Lettings Property
Management &
Customer
Experience
Guy Gittins,
Chief Executive
Officer
Chris Hough,
Chief Financial
Officer
Sarah Tonkinson,
Managing Director |
Lettings
Build-to-Rent
James Stevenson,
Managing Director |
Sales
Gareth Atkins,
Managing Director |
Lettings
EXECUTIVE LEADERSHIP TEAM
70 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
EXECUTIVE LEADERSHIP TEAM
The Board delegates responsibility for the day-to-day operational management to the Executive
Directors, who are supported by the Executive Leadership Team.
The Executive Leadership Team is made up of our Executive Directors and other Executives responsible for key areas of the business.
Developing the Group’s strategy and delivering against the strategic priorities
Developing and implementing key policies, procedures and operating plans
Monitoring and driving performance and managing risk across the Group
Allocating resources effectively across the Group
THE EXECUTIVE LEADERSHIP TEAM IS RESPONSIBLE FOR:
71
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Code category Code principles Report detail
1
BOARD
LEADERSHIP
AND COMPANY
PURPOSE
A. Effective and
entrepreneurial Board
Biographies of the Board and their skillset are set out on PAGES 68 AND 69. Details of the operation of the
Board are given on
PAGE 76.
B. Purpose, values
and strategy
Our purpose, values and strategy are detailed in the Strategic Report on
PAGES 40,44 AND 16 respectively.
Details on the steps taken to analyse, enhance and embed the Company's culture throughout the year can be
found
PAGES 42 TO 51.
C. Outcome based reporting Details of board decisions and their outcomes can be found on
PAGE 19. Information on compliance with the
Code can be found on
PAGE 72.
D. Stakeholder engagement The methods used to engage with our shareholders and other key stakeholders, and our Section 172 statement,
are set out on
PAGES 74 AND 18 T0 21.
E. Workforce policies and
practices, and methods
of raising concerns
Details of our workforce policies and practices are set out in our People, Culture and Training section on
PAGES 42 TO 51. Details of our whistleblowing and speak up policy is set out on PAGE 49.
2
DIVISION OF
RESPONSIBILITIES
F. Leadership of
the Chairman
Details of the division of responsibilities between the Chairman and the CEO can be found on PAGE 76.
Details of the results of the 2025 Board and Chairman evaluation can be found in the Nomination Committee
report on
PAGES 85 TO 86.
G. Composition of the
Board and division
of responsibilities
Details of the composition of the Board can be found on
PAGE 84 and the division of responsibilities can be
found on
PAGES 75 AND 76.
H. External commitments
and conflicts of interest
Details of the Directors' external commitments can be found on
PAGES 68 AND 69.
I. Board policies, processes
and resources
The Board is able to take independent professional advice and has access to the Company Secretary, further
details can be found in the Nomination Committee Report on
PAGES 81 TO 86. The main activities of
the Board during 2025 can be found on
PAGE 78. Board policies can be found on the Company’s website
https://www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
3
COMPOSITION,
SUCCESSION
AND EVALUATION
J. Appointments to
the Board
Details of succession planning and Board appointments can be found on PAGE 82. Details of the Board’s
diversity policy can be found on
PAGE 84 and is available at www.foxtonsgroup.co.uk/our-responsibility/
corporate-governance.
K. Board skills, experience,
knowledge and length
of service
Biographies of the Board and their skillset are set out on
PAGES 68 AND 69, and details on Board tenure can
be found on
PAGE 84.
L. Annual Board
performance review
Details of the external Board performance review conducted in 2025 can be found in the Nomination
Committee Report on
PAGES 85 AND 86.
4
AUDIT, RISK
AND INTERNAL
CONTROL
M. Financial reporting
and external and
internal audit
Details of financial and narrative reporting, the internal auditor and external auditor can be found in the Audit
Committee report on
PAGES 90 TO 96.
N. Fair, balanced and
understandable
Details can be found in the Audit Committee report on
PAGE 94.
O. Risk management and
internal control
Details on risk management and internal controls can be found on
PAGE 93.
5
REMUNERATION
P. Linking remuneration
with purpose, values
and strategy
Information on executive remuneration in the context of the Group's strategy can be found on PAGE 109.
Q. Procedure for
developing policy on
executive remuneration
Summary of our Remuneration Policy, and the proposed Remuneration Policy that will be put to a binding
shareholder vote at the 2026 AGM, can be found on
PAGES 106 TO 108.
R. Judgement and
discretion when
authorising outcomes
Refer to the Annual Statement from the Remuneration Committee Chair on
PAGES 98 AND 99.
CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE REPORT OVERVIEW
This report has been structured to follow the Principles of the 2024 UK Corporate Governance Code ("the Code"), which are categorised under
the following headings: Board leadership and company purpose; Division of responsibilities; Composition, succession and evaluation; Audit, risk
and internal control; and Remuneration. This report sets out our governance framework and illustrates how we have applied the Code Principles
and complied with its Provisions.
72 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CORPORATE GOVERNANCE REPORT CONTINUED
The Role of the Board
The Board is responsible for promoting the long-term sustainable
success of the Group, delivering value for shareholders and
contributing to wider society. It agrees the strategic priorities of the
Group, ensuring that these are consistent with the Group’s culture
and achieved within an appropriate framework of effective controls
that enable risk to be assessed and managed. It also ensures effective
engagement with shareholders and other stakeholders, and that
workforce policies are consistent with the Group’s values.
Further details of our engagement with stakeholders and how we
promote success are set out on
PAGES 18 TO 21.
Responsibility for day-to-day operations is delegated by the Board
to the Executive Directors within defined authority limits, which are
regularly reviewed and updated by the Board.
Matters Reserved to the Board
The Board maintains a schedule of matters reserved for decision by the
Board, which details the key aspects of the affairs of the Group which
the Board does not delegate to management or any Board Committees,
although it may consider recommendations from them. The schedule
of matters reserved for the Board is regularly reviewed and is available
at www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
The Board’s specific responsibilities include:
• Setting the strategic aims, purpose and values.
• Approving the Group’s budget and financial plans.
• Ensuring alignment of culture, policy, practices and behaviour
throughout the business with the Group’s purpose, values
and strategy.
• Approval of capital expenditure, gearing levels, significant
investments, acquisitions and share buybacks.
• Approval of annual and interim results and trading updates.
• Payment of interim dividends and recommendation of final
dividends to shareholders.
• Setting the Group’s risk appetite and oversight of the internal
control, risk management and governance frameworks.
• Monitoring management’s performance.
• Ensuring succession plans are in place.
• Ensuring a satisfactory dialogue with shareholders and other
key stakeholders.
Statement of Compliance with the UK Corporate Governance Code
In the year ended 31 December 2025 the Group has applied the Principles and complied with all the Provisions of the 2024 UK Corporate
Governance Code (“the Code”) that were in force as at 31 December 2025. This report outlines the key features of the Group’s corporate
governance framework and sets out how the Group has applied the Principles of the Code.
A copy of the Code is available on the Financial Reporting Council’s website at www.frc.org.uk.
1 BOARD LEADERSHIP AND PURPOSE
• Ensuring the Group’s corporate governance arrangements are
comprehensive and effective.
• Approval of certain policies.
• Matters outside the schedule of matters reserved for decision by
the Board or the Committees’ Terms of Reference fall within the
responsibility and authority of the Executive Directors, including
all executive management matters.
Our Purpose
The Group’s purpose is to get the right deal done for London’s
property owners, by delivering value for our customers through
our Lettings, Sales and Financial Services businesses.
The definition of delivering value will vary from customer-to-customer,
but regardless of the circumstances, our culture and training focuses on
delivering excellent value on every transaction we work on. With this
in mind, we operate a results-based business model, focusing on
delivering measurable outcomes that create value for our stakeholders.
An explanation of the basis on which the Group generates and
preserves value over the longer term is set out in the business model
on
PAGES 12 AND 13.
The success of our social contribution, in particular the importance of
providing opportunities and progression for our staff and ensuring we
contribute to the communities in which we operate, is key to successfully
achieving our purpose. Our Responsible Business Report provides more
detail on our broader contribution on
PAGES 52 AND 53.
Our Culture
The Board is dedicated to fostering a respectful and high-performance
culture which enables the Group to be competitive in the market and
ensures that we consistently deliver value to our stakeholders. We aim
to foster a respectful, rewarding, and inspiring workplace which delivers
an enhanced experience for all employees, and specifically one that
attracts and retains talented individuals who are key to the Group’s
future success. Effective monitoring of the Group’s culture, and the use
of third party experts to assess our culture and related programmes,
help the Board to continue to monitor and build a culture which
underpins the Group’s ability to thrive in a competitive marketplace.
73
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
How the Board monitors and embeds culture
The Board monitors culture through a number of
mechanisms including:
• Non-Executive Directors attending the Employee
Engagement Committee (EEC) meetings on a rotational
basis to directly canvass the views of employees,
including areas of improvement and areas of success,
which are reported back to the Board.
• Reviewing the outcome of the annual employee
engagement survey and identifying themes from the
survey relevant to the monitoring or enhancement of
culture, including drivers of employee satisfaction across
the Group.
• Regular engagement with Senior Management to
understand the internal tools used to monitor culture,
including employee retention metrics, training
programme materials, exit interview feedback and
social media scanning.
• Reviewing the Group’s people dashboard, which is
regularly presented by the Group’s HR Director to the
ESG Committee.
• Informal engagement with the workforce through
branch visits, regular engagement with line managers,
involvement in divisional meetings and shadowing
departmental activity.
• Reviewing whistleblowing reports and employee
relations matters.
• Receiving regular updates from Senior Management on
the Group’s compliance programmes and results.
• Receiving regular updates on progress against the
Group’s people strategy, including training and
recruitment strategies.
• Reviewing workforce diversity, equality and
inclusion initiatives.
• In 2025, the Board commissioned an independent
culture review by PwC, with the recommendations,
responses and change programmes overseen by the
ESG Committee.
• In 2025, the Board also engaged independent HR
consultancy, Morpho, to review and recommend
improvements to the Group’s HR function and
related processes with a view to improving employee
experience across the employee lifecycle and supporting
stable growth.
Our Values
Our values underpin our culture and serve as a compass for our
employees, directing their contributions towards the Group’s success
and instilling a commitment to uphold the highest ethical standards.
During 2025 management reviewed the articulation and prominence
of our values to ensure employees, whatever their role, are able to
more easily relate to them throughout their career.
INNOVATIVE
We constantly strive to think outside of the box.
PROFESSIONAL
We work to the highest professional standards in all that we do.
AMBITIOUS
Our careers are built on delivering exceptional results for our
customers.
RELENTLESS
We are committed to delivering consistently.
AUTHORITATIVE
We use our knowledge and skills to gain our customers’ trust.
Continuously Improving our Culture
Over the course of 2025, the Board, supported by the ESG
Committee, took a number of steps as part of our continuous
improvement of the Group’s culture, as set out below.
Independent culture review
The Board engaged PwC to conduct a comprehensive review of the
Company’s culture with the aim of identifying key strengths and
areas for improvement. This included a review of existing policies and
practices, focus groups and interviews with senior leaders, a Group-
wide culture survey for all employees and confidential discussions
with leaders and employees to encourage open and honest dialogue.
Incorporating the review’s recommendations and combined with
our refreshed long-term people and culture plan, which is being
implemented by management and overseen by the ESG Committee,
our key focus areas for 2026 include:
• Increased focus on non-financial metrics which are important to
building a consistent and supportive culture.
• More comprehensive documentation and increased employee
awareness of the key policies in place to build a supportive
culture and define behavioural expectations.
• Developing people and culture performance management
metrics for all managing directors and area directors.
• Continuing to build on the positive shift in communications,
professionalism and expected conduct built over the last three
years, as identified during the review.
• Strengthening leadership training programmes to improve
employee experience.
• Increasing the maturity of the Group’s HR function and
enhancing key processes and related systems.
• Reviewing the benefit and reward packages for employees.
74 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CORPORATE GOVERNANCE REPORT CONTINUED
Specific actions taken in 2025 to drive culture change
Alongside the review and over the course of 2025 we have also
implemented a number of actions to enhance our people and culture
initiatives and continually drive change. These actions include:
• Re-running the ‘Leading a respectful workplace’ training, with
a focus on team leaders, covering key topics such as preventing
sexual harassment, promoting respectful behaviour and
managing personal relationships at work.
• Launching a new Code of Conduct and establishing the Group’s
"Getting It Done. Together" framework, aligning all elements of
the Group’s people strategy and building on the work to date
to foster a respectful, rewarding, and inspiring workplace which
delivers an enhanced experience for all stakeholders.
• Launching a new onboarding module on inclusivity for all
new joiners.
• Expanding support through the LGBTQ+ network, including
educational events and listening sessions.
• Enhancing people related key performance indicators to
more effectively monitor employee experience and culture,
allowing for ongoing assessment and adjustment of key
change programmes.
• Introducing specific people and culture remuneration objectives
for Senior Management to reinforce the importance of driving
positive change.
• Refining the articulation of the Company’s values to ensure they
are relevant to all members of staff and further embed value led
behaviour across the organisation.
• Establishing a management-led People and Culture Senior
Leadership Team to specifically oversee the delivery of the
Group’s people and culture change programme. This Senior
Leadership Team will report regularly to a newly established
sub-committee of the ESG Committee, formed to oversee
management’s delivery.
The combined actions to date have driven positive change in the
organisation, including setting clear behavioural expectations
and highlighting the importance that culture plays in employee
experience. We have been clear there is always more we can and
should do, and people and culture remain a key focus for us over
the course of 2026, with plans to increase the maturity of the HR
function and enhance the Group’s leadership training offering among
other initiatives. The Board retains responsibility for assessing and
monitoring culture and the effectiveness of the culture change
programme and this is a regular item of discussion at Board meetings.
Board Stakeholder Engagement
Proactive engagement with our stakeholder groups remains a central
focus for the Board, which ensures the Directors have regard to the
matters set out in Section 172. The Board receives regular stakeholder
insights and feedback, which enables stakeholder views to be
considered in key Board decisions.
The Board engages with stakeholders both directly and by
receiving updates from the Executive Directors on management
led stakeholder engagement.
The Board regularly interacts with shareholders to facilitate effective
dialogue, both through recurring scheduled events, such as investor
roadshows and trading updates, and through one-to-one shareholder
meetings led by the Chairman or CEO.
Shareholder communications are also supported by regular coverage
from external analysts who cover the financial performance of
the Group.
For further information on the Group’s engagement with
stakeholders, and the Group’s Section 172 statement, refer to
PAGES 18 TO 21 of the Strategic Report.
Supplier Relationships and Responsibilities
The Group has a range of established supplier relationships, as
well as trusted and vetted supply partners who provide a range of
lettings property management services to our landlords and tenants.
We carefully manage our supplier relationships and regularly review
our supplier engagement policies with a view to maintaining a
high quality of service, both for the company and our customers.
We aim to engage with all our suppliers in a fair and transparent
manner. The Board, supported by the Audit Committee, regularly
reviews our supplier payment practices and associated statutory
reporting. We also recognise our responsibility to encourage good
ESG behaviour among our suppliers and maintain a policy that seeks
commitments and minimum standards in this respect from our
property management suppliers.
Our Wider Responsibilities and Lobbying
The Board recognises the Group’s wider responsibility of supporting
society’s need for high quality housing and a well-regulated estate
agency industry that supports this supply. From time to time we
engage with industry influencers, such as regulators, industry bodies,
government, and the media, to discuss sector regulation.
75
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Audit Committee
Chair: Rosie Shapland
Other members: Annette Andrews, Jack Callaway, Peter Rollings
Key responsibilities: Provides oversight and governance over the Group’s financial reporting,
risk management and internal controls, internal audit function and relationship with the
external auditor.
Refer to
PAGES 90 TO 96 for more information.
Remuneration Committee
Chair: Annette Andrews
Other members: Jack Callaway, Nigel Rich, Peter Rollings, Rosie Shapland
Key responsibilities: Reviews and recommends the remuneration policy and sets and monitors
the level and structure of remuneration for Executive Directors and Senior Management.
Sets the Chairman’s fee.
Refer to
PAGES 97 TO 133 for more information.
ESG Committee
Chair: Annette Andrews
Other members: Jack Callaway, Nigel Rich, Peter Rollings, Rosie Shapland
Key responsibilities: Reviews and has oversight of the implementation of the Group’s ESG
strategy and initiatives.
Refer to
PAGES 87 TO 89 for more information.
Chair: Nigel Rich
Other members: Annette Andrews, Jack Callaway, Peter Rollings,
Rosie Shapland, Guy Gittins, Chris Hough.
Key responsibilities: Responsible for the long-term sustainable
success of the Group.
Board activities in 2025, refer to
PAGE 78.
Board biographies, refer to
PAGES 68 AND 69.
Roles and responsibilities, refer to
PAGES 75 AND 76.
The Board
Our Governance Model in 2025
At 31 December 2025, the Board comprised the Non-Executive Chairman, four independent Non-Executive Directors and two Executive
Directors. This page shows the Group’s corporate governance structure and provides an overview of the Committees of the Board.
2 DIVISION OF RESPONSIBILITIES
Nomination Committee
Chair: Nigel Rich
Other members: Annette Andrews, Jack Callaway,Peter Rollings, Rosie Shapland
Key responsibilities: Responsibility for reviewing Board composition, identifying and
nominating candidates for Board appointments and for succession planning.
Refer to
PAGES 81 TO 86 for more information.
76 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
The roles and responsibilities of the Board members and Company Secretary as at 31 December 2025 are set out below.
Chairman
Nigel Rich
• Leads the Board and is responsible for its overall effectiveness in directing the Group.
• Promotes a culture of openness and debate between Executive and Non-Executive Directors, facilitating
constructive board relations and the effective contribution of all Directors, and providing constructive
challenge to management.
• Sets the Board agenda and ensures that Directors are provided with accurate, timely and clear information
to enable the Board to operate effectively.
• Responsible for the integrity and effectiveness of the systems of governance.
• Seeks regular engagement with major shareholders in order to understand their views on governance and
performance against the strategy, and ensures the Board has an understanding of their views.
• Acts on the results of the annual board performance review by recognising the strengths and addressing any
weaknesses of the Board and Committees.
Senior Independent Director
Rosie Shapland
• Available to shareholders if they have concerns that cannot be addressed through normal channels.
• Provides a sounding board for the Chairman and serves as an intermediary for the other Directors
and shareholders.
• If necessary, working with the Chairman, other Directors and/or shareholders to resolve significant issues
in order to maintain effectiveness and stability.
• Leads the performance review of the Chairman on behalf of the other Directors as part of the annual
Board performance review process.
Non-Executive Directors
Annette Andrews, Jack Callaway,
Peter Rollings, Rosie Shapland
• Provide a broad range of skills and experience to the Board to assist in formulating the Group’s strategy.
• Provide constructive challenge, strategic guidance and specialist advice to support the Executive Directors
based on their breadth of knowledge and experience.
• Scrutinise and hold to account the performance of management and individual Executive Directors against
agreed strategic and performance objectives.
• All of the Non-Executive Directors are regarded by the Group as independent and are free from any business
or other relationship which could materially interfere with the exercise of their independent judgement.
Chief Executive Officer
Guy Gittins
• Responsible for the development and delivery of the strategic priorities agreed by the Board.
• Responsible for leading the Group’s operating performance, day-to-day management and risk management
programmes in conjunction with the CFO.
• Managing relationships with key stakeholders and advising the Board accordingly.
Chief Financial Officer
Chris Hough
• Responsible for the Group’s financial affairs, including treasury and tax matters.
• Responsible for financial strategy, budgeting, monitoring key internal controls, risk management and
delivering the investor relations programme.
• Supports the CEO in the development and delivery of the Group’s strategic priorities.
Company Secretary
MUFG Corporate
Governance Limited
• Supports the operation of the Board and its Committees through the provision of company secretarial
services and providing guidance and advice on corporate governance matters.
2025 Roles and Responsibilities
There is clear delineation of responsibility between the Chairman and the CEO, and Senior Independent Director which is set out in writing and
available at www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
This division of responsibilities, together with the schedule of matters which are reserved for the Board, ensures that no individual has
unfettered powers of decision making.
By delegating specific responsibilities to its Committees, the Board can ensure that it is operating effectively and efficiently with the right level
of attention and consideration being given to relevant matters. The role and responsibilities of each Board Committee are set out in formal
Terms of Reference, which are reviewed annually. The Chairman ensures that the work of the Committees and the Board’s requirements of the
Committees are effectively communicated to the full Board through a two-way flow of information. The Chair of each Committee reports to
the Board after each Committee meeting on the matters discussed and minutes of each meeting are provided to the Board for information as
appropriate. The Terms of Reference of the Committees are available at www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
CORPORATE GOVERNANCE REPORT CONTINUED
77
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Board Governance
The Board has established a governance framework to discharge its
collective responsibilities. This framework supports our Directors’
compliance with their duty to promote the success of the Group
under Section 172 of the Companies Act 2006, which requires the
Directors to act in the way they consider, in good faith, would be
most likely to promote the success of the Group for the benefit of
its shareholders as a whole, having regard to certain other matters
including other key stakeholders. Information about how the Board
has fulfilled its duties under Section 172 is detailed in the Section 172
statement on
PAGES 18 TO 21.
The Independent Non-Executive Directors have an appropriate
balance of skills and experience, and consider that, collectively, they
have substantial recent and relevant experience in a variety of sectors
which enable robust discussion and appropriate challenge at Board
and Committee discussions.
Board and Committee Meetings
The Chairman sets the agenda and determines the format of
discussions at Board meetings. At each scheduled Board meeting, the
CEO and CFO present reports on operational performance, financial
performance and progress against the Group’s strategic priorities.
Other members of Senior Management are invited to attend during
the year to update the Board on key priorities, with the Managing
Directors of Lettings and Sales attending every Board meeting.
External advisers also attend meetings as required.
To ensure the continued effectiveness of the Board, the Chairman
meets with the Non-Executive Directors without the presence
of the Executive Directors when necessary. Similarly, the Senior
Independent Director consults when necessary with the other
Non-Executive Directors, without the Chairman being present,
to consider the Chairman’s performance. Refer to
PAGES 85
TO 86
of the Nomination Committee Report on the Group’s Board
performance review procedures.
Directors’ attendance at scheduled Board and Board Committee meetings held during 2025 is provided in the table below:
Meetings attended
Director
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
ESG
Committee
Nigel Rich
*
Guy Gittins
*
*
*
*
Chris Hough
*
*
*
*
Annette Andrews
Jack Callaway
Rosie Shapland
Peter Rollings
* Attended by invitation
Eligible meetings attended out of those scheduled
"THE CHAIRMAN WAS INDEPENDENT
ON APPOINTMENT AND IS DEEMED BY HIS
FELLOW INDEPENDENT BOARD MEMBERS
TO BE INDEPENDENT IN CHARACTER
AND JUDGEMENT AND FREE OF ANY
CONFLICTS OF INTEREST.”
78 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Board Activity in 2025
The Board has a rolling agenda of items that are regularly considered, which includes reviewing key areas of the business throughout the
year, monitoring delivery against strategic priorities and covering any topical matters that arise. The Board dedicates an additional meeting
every year to focus on reviewing the Group’s strategy and to consider annual objectives. The Board monitors the achievement of the Group’s
objectives through regular Board reports which include updates from the Executive Directors, members of the Executive Leadership Team and
other Senior Management.
The Board held six scheduled meetings during the year. The main activities of the Board during 2025 were as follows:
Strategy and execution Shareholder engagement Employees and culture
• Reviewing technology, data and
marketing strategies.
• Considering market outlook and
competitor activity.
• Reviewing financial and operational
performance, cost base reduction
initiatives and resource allocation.
• Reviewing ongoing customer
service levels.
• Reviewing the Company’s
acquisition strategy.
• Reviewing the potential impact of the
Renters Reform Act.
• Reviewing strategic options for
the Group.
• Review of professional advisors.
• One-on-one shareholder meetings
covering topical matters including results,
strategy, capital allocation, proposed
amendments to the Remuneration policy,
votes on AGM resolutions and ESG
matters including Culture.
• Engagement with shareholders through
recurring scheduled events such as
investor roadshows and trading updates.
• Considering views of investors, including
feedback from external brokers and
shareholders following investor meetings.
• Consideration of market reaction to
key announcements.
• Reviewing outcomes of PwC's culture
reviewing and evaluating the
implementation plan; see
PAGES 73
TO 74.
• Reviewing outcomes from employee
engagement at EEC meetings and
considering any follow up actions.
• Reviewing people programmes
including recruitment, engagement
and performance management /
recognition (underpinned by diversity,
equity and inclusion).
• Reviewing and making
recommendations in relation to
employee training programmes.
• Reviewing of external social /
community engagement programmes.
Stakeholders impacted:
• Our Shareholders
• Our Customers
• Our People
• Our Suppliers
Stakeholders impacted:
• Our Shareholders
Stakeholders impacted:
• Our People
• Our Communities
Internal control and risk management Financial oversight Governance
• Reviewing risk appetite and principal and
emerging risks.
• Assessing the effectiveness of the risk
management framework and internal
controls, including consideration of the
work of internal audit.
• Reviewing the progress of the Group’s
preparation to comply with Provision 29
of the 2024 UK Corporate Governance
Code, which comes into force for the
2026 financial year.
• Reviewing the cyber security strategy
and compliance reviews.
• Reviewing the health and safety
framework and related updates.
• Reviewing and approving the annual
budget and reviewing the five-year
strategic plan.
• Approving 2024 annual results and 2025
interim results. Annual results for 2025
were approved in March 2026.
• Reviewing acquisition opportunities.
• Approval of two £3 million share
buyback programmes.
• Reviewing the terms relating to the
relocation of the Company’s head office.
• Approving trading updates.
• Considering the Group’s financial position,
including viability and going concern.
• Reviewing capital allocation.
• Reviewing and approving the extension of
the Revolving Credit Facility (“RCF”) and
an increase in the size of the RCF from
£30 million to £40 million.
• Reviewing the dividend policy and
dividend proposals.
• Reviewing compliance with the 2024
UK Corporate Governance Code,
including the approval of the Annual
Report and Accounts.
• Reviewing Terms of Reference of
Committees and matters reserved
for the Board and CEO delegations.
• Reviewing governance, legal and
regulatory matters and the impact of
regulatory changes on the Group.
• Reviewing and approving
Group policies.
• Considering Board performance review
results for 2025.
• Reviewing ongoing ESG programmes
and targets.
• Reviewing remuneration matters.
Stakeholders impacted:
• Our Shareholders
• Our Customers
• Our Suppliers
• Our People
Stakeholders impacted:
• Our Shareholders
• Our Suppliers
• Our People
Stakeholders impacted:
• Our Shareholders
• Our Customers
• Our Suppliers
• Our People
• Our Communities
CORPORATE GOVERNANCE REPORT CONTINUED
79
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Key Business Considered at Board Meetings and Key Market Announcements in 2025
Month Board meetings Key business considered at Board meetings Key market announcements
January • Unaudited Year end trading update
February • Board • Dividend policy and final dividend
• Strategic scenario planning, including acquisitions strategy
• 2024 results and annual report and accounts
• Capital allocation review
• Matters reserved and delegation of authority
March • 2024 final results and final dividend declared
• 2024 Annual Report and Accounts
• Notice of AGM 2025
April • Board (Ad hoc) • Approval of £3 million buyback programme • Q1 trading update
• Commencement of £3 million share
buyback programme
May • Board
• Annual General Meeting
• AGM proxy voting results
• Results of 2025 AGM
• RCF extension
• Results of 2025 AGM
June • Board • Annual review of management advisers • Capital markets event 2025
July • Board • 2025 half year results
• Interim dividend approval
• Acquisition approval
• Review of PwC’s independent culture review report
• 2025 half year results and interim dividend
September • Board (Ad hoc) • Approval of £3 million buyback programme • Commencement of further £3 million share
buyback programme
October • Board • Board strategy day – reviewing all elements of the Group’s
strategy and operation
• Review Non-Executive Director remuneration
• Review of impact of Renters’ Rights Act
• Q3 trading update
November • Board (Ad hoc) • Exercise of £10 milllion RCF accordion option • Update on AGM resolution votes against
December • Board • Approval of 2026 budget
• Five-year strategic plans
• 2025 Board performance review
• Approval of the appointment of Panmure Liberum and
Singer Capital Markets as the Company's joint corporate brokers
• Acquisition approval
• Review of Morpho’s independent HR function review
In addition to the matters listed above, standing Board agenda items include reports from the CEO, CFO, Managing Directors, Committee
Chairs and the Company Secretary. The relevant Non-Executive Director also summarises matters discussed at the most recent Employee
Engagement Committee meeting for Board discussion.
80 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
AGM Results
At the Company’s AGM in May 2025, Resolutions 13, 14, 15 and 16
received significant votes against (defined as 20% or more of votes
cast). Resolutions 13 and 14, to authorise the Company to make
political donations and incur political expenditure, and to authorise
directors to allot ordinary shares, respectively, were approved.
Resolutions 15 and 16, concerning the disapplication of pre-emption
rights, did not receive the requisite majority and were not passed.
The Board explained in its announcement of the results of the AGM
that the Company does not give any money for political purposes,
nor does it make any donations to political organisations or incur
political expenditure. However, in line with UK market practice, the
authority is sought as a precautionary measure to ensure that the
Company does not inadvertently breach the relevant provisions of the
Companies Act 2006, in which the definitions of political donations
and expenditure are very broad. Additionally, the allotment authority
sought falls within the Investment Association’s Share Capital
Management Guidelines and was consistent with the approach taken
by the Company at the prior AGM. The authority sought to disapply
pre-emption rights falls within the Pre-Emption Group’s Statement
of Principles, and was consistent with the approach taken at the
prior AGM.
Following the AGM, the Board has engaged with its largest
shareholders who did not support these resolutions and understands
that the votes against were attributable to the shareholders’ policy
positions rather than matters specific to the Company.
The Board remains committed to maintaining an open and
transparent dialogue with shareholders and will proactively engage
with shareholders on their corporate governance policies and any
other concerns prior to this year's AGM.
Conflicts of Interest
Directors have a statutory duty to avoid situations in which they
have or may have interests that conflict with those of the Group,
unless that conflict is first authorised by the Directors. This includes
potential conflicts that may arise when a Director takes up a position
with another company. Foxtons’ Articles of Association allow the
Board to authorise such potential conflicts, and the Group has
procedures in place for managing any actual or potential conflicts
of interest. During the year, no actual or potential conflicts were
identified which required approval by the Board. Should a Director
become aware that they, or their connected parties, have an interest
in an existing or proposed transaction with the Group, they are
required to notify the Board in writing or at the next Board meeting.
The Board deals with each actual or potential conflict and takes
into consideration all the relevant circumstances.
Time Commitment
All Non-Executive Directors are required to set aside sufficient time
to carry out their Board responsibilities and show commitment to
their role. During the year, the Nomination Committee, as part of
their review of the results of the Board performance review process,
considered the time commitment of all the Directors and agreed
that the required time commitment is still appropriate. For the year
ended 31 December 2025, and at the date of the publication of this
Annual Report, the Board is satisfied that none of the Directors are
over committed, and that each Director devotes sufficient time to
discharge their responsibilities.
Independence
The Nomination Committee reviews the independence of the
Non-Executive Directors annually and has confirmed to the Board
that it considers all of the Non-Executive Directors to be independent
in accordance with the matters set out in the Code.
CORPORATE GOVERNANCE REPORT CONTINUED
81
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
NOMINATION COMMITTEE REPORT
The Committee’s work during the year has continued to focus on
ensuring the structure, size and composition of the Board and its
Committees are appropriate for the long-term success of the Group.
The Committee has also monitored the skills, competencies and
experience of Senior Management to ensure that the Group has
the right people in place to drive operational performance and
deliver the Group’s strategy. This work will continue in 2026 with
a focus on the development of a pipeline of talent sourced from
middle management. There have been no changes to the Board’s
composition during the year.
2025 Areas of Focus
• Board and Committee succession planning
• Senior Management succession planning
• Talent pipeline development
• External Board performance review
Responsibilities of the Committee
The responsibilities of the Committee, as outlined in its Terms of
Reference, are:
• To keep under review the structure, size and composition of the
Board and the membership of its Committees.
• To prepare a policy on the promotion of diversity, equal
opportunity and inclusion in relation to Board and Senior
Management positions.
• To review succession planning processes for the Board and other
Senior Management positions, taking into account the skills,
experience, independence, knowledge and diversity needed on
the Board in the future.
• To ensure a formal rigorous and transparent process is adopted
for the appointment of new Directors, both Executive and
Non-Executive.
• To recommend the annual re-election by shareholders of
Directors having due regard to their performance and ability to
continue to contribute to the Board in light of the knowledge,
skills and experience required.
Members of the Nomination Committee and Attendance at Meetings
The membership of the Committee is set out below. All of the Non-Executive Director Committee members are considered independent
by the Board and in accordance with the Code. The Chair of the Committee was considered to be independent on his appointment as
Chair of the Board. Biographical information can be found on
PAGES 68 AND 69 Members’ attendance at Committee meetings is set
out in the table on
PAGE 77. The Company Secretary acts as Secretary to the Committee.
Chair: Nigel Rich
Members as at 31 December 2025: Annette Andrews, Jack Callaway, Peter Rollings, Rosie Shapland
3 COMPOSITION, SUCCESSION AND EVALUATION
The Board has a formal procedure in respect of the appointment of
new Directors, with the Nomination Committee leading the process
and making recommendations to the Board.
The Committee’s Terms of Reference were reviewed and
updated in the first half of 2025 in line with the 2024 UK Code of
Corporate Governance. The Terms of Reference can be found on
the Group's website at: www.foxtonsgroup.co.uk/our-responsibility/
corporate-governance.
“SUCCESSION PLANNING FOR BOTH
BOARD AND KEY SENIOR MANAGEMENT
POSITIONS CONTINUES TO BE A KEY
FOCUS FOR THE COMMITTEE.”
Nigel Rich CBE Chair of the Nomination Committee
82 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Since the date of the last Nomination Committee report, the Committee held three scheduled meetings. The Committee’s main activities and
areas of focus were as follows:
Jul 2025 Dec 2025 Feb 2026
Board
Composition
Reviewed the time commitment required from the Chairman and Non-Executive
Directors to fulfil their roles.
●
Reviewed the structure, size and composition of the Board.
● ●
Reviewed the skills, experience and knowledge of each Board member and the
Board as a whole against the needs of the Board (refer to PAGES 68 AND 69 for
details of Board members’ experience).
●
Considered and recommended to the Board the re-election of Directors at the
2026 AGM.
●
Considered the renewal of Directors’ Terms of Appointment
●
Considered and confirmed that each Non-Executive Director
remained independent.
●
Governance Approved the report from the Nomination Committee in the 2025 Annual Report
and Accounts.
●
Considered the approach for the Board performance review.
●
Reviewed the Board Diversity Policy.
●
Reviewed the Terms of Reference of the Committee.
●
Succession
Planning
Considered succession plans for the Board and Committees.
● ●
Considered succession plans for Executive Directors and Senior Management.
● ●
Committee
effectiveness
Reviewed the results of the Committee’s annual performance review and training
needs, as well as considering the actions arising from the 2025 Board performance
review relating to the Committee’s remit.
● ●
Board Changes and Recruitment
Subsequent to the year end, on 9 February 2026 the Company
announced that Rosie Shapland will retire as a NED of the Company
following the publication of the Company’s 2026 Interim Results,
after six years on the Board. Jack Callaway, current Non-Executive
Director, will succeed Rosie as Senior Independent Director
following this year's AGM. The Committee has commenced a formal
recruitment process, to support the search for a new Non-Executive
Director to serve as Chair of the Audit Committee. The search
specification includes having substantial recent and relevant financial,
controls and risk management experience and the capability of
chairing a listed company Audit Committee. Further details on the
appointment of the new Non-Executive Director will be provided in
due course.
Board and Senior Management
Succession planning
At the annual strategy meeting, the Committee evaluated and
deliberated on the succession planning of the Board and Senior
Management. The Committee continues to monitor succession
planning and talent development to guarantee that we possess the
necessary skills for our future. During the year the Next Generation
leadership programme continued to develop with further workshops
under the theme “Leading with Impact” introduced to equip future
leaders with the insights and confidence to make meaningful impact
across Foxtons.
Succession planning is a key priority for the Committee and
the Board to deal with strategic and operational opportunities
and challenges by ensuring that there is a systematic process
in place to refresh the Board. Board succession planning
takes into account the Board diversity policy (available at
www.foxtonsgroup.co.uk/our- responsibility/corporate-governance)
as well as the existing skills and experience of the Board and future
skills requirements in line with the Group’s strategy.
The Board’s approach to Senior Management succession is to
develop a diverse talent pipeline. The Committee will continue to
oversee the succession plans for the Board and Senior Management
and is focused on ensuring there is a robust talent pool from which
high-potential colleagues are identified, developed and supported
to prepare for leadership roles. This includes strengthening the
leadership development proposition, supporting mentoring initiatives
and planning role moves to provide more experience earlier in the
careers of potential future successors. During the year, the CEO’s
Senior Management succession plan was reviewed and actions were
agreed to increase the resilience of the plan.
The Group’s Women@Foxtons network also plays an important role in
our succession plans. The network is chaired by two female Managing
Directors and connects women across the organisation to provide
personal support and professional career development via networking
opportunities, a diverse range of social and development events, and
initiatives designed to help women feel supported and empowered to
progress through our organisation and reach their full potential.
Due to the Company’s size, it is not always practicable for the
Company to have successors identified for all Senior Management
roles. Where there is no suitable internal candidate the Committee
is satisfied that the Company has a plan for appropriate short-term
cover until a permanent successor can be recruited.
NOMINATION COMMITTEE REPORT CONTINUED
83
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Board Performance Review
An external Board performance review was completed in the second
half of 2025. This exercise was carried out to review the performance
of the Board, its Committees, the Chairman and the individual
Directors. The external Board performance review was facilitated
by Lintstock, which has no connection to the Group or its individual
Directors. The review process was led by the Chair, and the review
of the Chairman was led by Rosie Shapland, Senior Independent
Director. Details of the review are set out on
PAGES 85 AND 86.
Director Tenure
Details of the letters of appointment for Non-Executive Directors
and the service contracts for Executive Directors can be found
in the Directors’ Remuneration Report on
PAGES 97 TO 133.
Director tenure was reviewed as part of the Board performance
review. All of the independent Non-Executive Directors and the
Chairman have been appointed for less than the recommended nine
years. Non-Executive Directors are typically expected to serve a
minimum of two three-year terms, and thereafter their appointment
is reviewed on an annual basis. All Directors must seek re-election at
each AGM.
Directors’ Induction and
Professional Development
The Company has in place an induction programme for new
Directors, led by the Chairman, to provide them with a full, formal
and tailored introduction on joining the Board, which ensures that
they attain sufficient knowledge of the Company to discharge their
duties and responsibilities effectively. The programme includes
meetings with Senior Management, heads of departments, advisers
and visits to the Group’s branches.
The Board calendar is planned to ensure that Directors are briefed on
a wide range of topics, including updates on corporate governance,
regulatory matters and regular briefings on market conditions.
During the year the Board received updates from the Company
Secretary on topics including the Economic Crime and Corporate
Transparency Act, the UK Listing rules and the UK Corporate
Governance Code.
Directors also received a briefing on the current economic and
geopolitical environment ahead of the Group’s strategy day and
received training on legislative developments relating to employees,
which provided relevant information for the review of the Group’s
culture and workforce diversity, equality and inclusion initiatives, as
well as briefings from key senior leaders in the business on topics such
as the Renters’ Rights Act and IT Security and Artificial Intelligence.
Throughout the year Directors are also encouraged to visit the
branches and discuss aspects of the business directly with branch
managers and employees.
All Directors have access to the advice and services of the Company
Secretary who is responsible to the Board for ensuring compliance
with Board Procedures. Directors have access to independent and
professional advice at the Company’s expense where they judge this
to be necessary to discharge their responsibilities as Directors.
Re-election of Directors
The relevant experience and effectiveness of the Directors, and
how that furthers the Company’s business, is kept under review.
The Committee and the Board have concluded that each Director
standing for re-election at the AGM continues to demonstrate
the necessary skills, experience and commitment to contribute
effectively and add value to the Board. Biographies setting out the
skills, experience and knowledge of each Director are available on
PAGES 68 TO 69. As detailed on PAGE 67, Rosie Shapland will
retire as Non-Executive Director of the Company, effective after the
publication of the Interim Results, allowing for the appointment of a
new Audit Committee Chair and an appropriate handover period.
It is the Committee’s and the Board’s view that the Directors’
biographies illustrate why each Director’s contribution is, and continues
to be, important to the Company’s long-term sustainable success.
Details of the Board performance review and effectiveness process
can be found on
PAGES 85 AND 86.
Diversity
Diversity includes different nationalities, race, religion, age, sexual
orientation and gender, as well as different personalities, education,
backgrounds and culture.
The Board recognises the importance and benefits of diversity
throughout the organisation and is committed to fostering a diverse
and inclusive environment. We believe that the business benefits
from having a diverse workforce and it is essential for cultivating a
respectful and high-performance culture at all levels and in all roles.
Furthermore, maintaining a workforce that reflects the communities
in which the Group operates enables us to better understand and
meet the needs of our customers.
Board Diversity
During the year, the Nomination Committee reviewed and made
minor amendments to the Board Diversity and Inclusion Policy.
The policy on Board diversity is to ensure that the Directors on the
Board have a broad range of experience, skills and knowledge, and
that there is diversity of thinking, background and perspective.
The Committee is committed to ensuring the Board is diverse, without
compromising on the calibre of Directors. When identifying suitable
candidates for appointment to the Board, the Nomination Committee
considers candidates on merit against objective criteria, having regard to
the recommendations of the FTSE Women Leaders Review, the Parker
Review and the Financial Conduct Authority’s Listing Rule 6.6.6R(9),
alongside the established needs of the Group. Any search firm engaged
to assist the Nomination Committee in identifying candidates for
appointment to the Board will be expected to include diverse candidates.
Targets set in Listing Rule 6.6.6R(9) provides that:
(i) At least 40% of individuals on the Board of directors
are women;
(ii) At least one senior position on the Board of directors is held
by a woman; and
(iii) At least one director on the Board is from a minority
ethnic background.
At the date of this Annual Report, the Board is compliant with target
(ii), however it is not compliant with the targets set out in (i) or (iii).
84 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Board and Executive Leadership Team diversity
Gender identity
Number
of Board
members % of the Board
Number of
senior Board
positions
1
Number in
Executive
Leadership
Team
% of Executive
Leadership
Team
Men 5 71% 3 6 75%
Women 2 29% 1 2 25%
Ethnic background
White British or other White (including minority-white groups) 7 100% 4 7 87.5%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – 1 12.5%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
1
Senior Board positions are defined as the Chairman, Senior Independent Director, CEO and CFO.
The Committee has discussed the Group’s compliance with Listing Rule 6.6.6R(9), and although the Board is supportive of the Financial Conduct
Authority’s rationale for the diversity targets and recognises the benefits of further Board diversity, with a Board of only seven members,
meeting all targets is considered more challenging than for a company with a larger Board.
The size of the Board has been reviewed and considered to be appropriate noting the Group’s current market capitalisation and complexity.
However, the Board size and composition will remain under regular review as the Group grows and delivers against its strategic growth plan.
As noted above, the search criteria for any new Board members will include diverse candidates.
The following tables show the gender and ethnic background of the Directors as of the date of this report, in accordance with Listing Rule 6 Annex 1.
NOMINATION COMMITTEE REPORT CONTINUED
Workforce Diversity
In 2025, the Group refreshed its Equity, Diversity and Inclusion policy
which is published on www.foxtonsgroup.co.uk/our-responsibility/
corporate-governance. The policy seeks to ensure that individuals are
selected, promoted and otherwise treated solely on the basis of their
own aptitudes, skills and abilities.
The Committee is satisfied with the diversity of the wider workforce
but encourages the improvement of the gender balance and ethnic
diversity at the Senior Management level.
The Group continues to prioritise succession planning for women
and developing female talent pools, with the executive Talent
Management and Succession Planning Committee formed to
support structured succession planning and the promotion of female
talent into senior positions. In November 2025, a female who was
a participant on the Next Generation leadership programme was
promoted into a senior sales role. Our Women@Foxtons network
exists to create a supportive community across the Company, where
women can learn from each other, collaborate, and thrive. Its purpose
is to provide an environment that enables and empowers women to
succeed, both personally and professionally.
Membership of the network increased by 9% in 2025, and members
report that the network enables them to foster connection, confidence,
and collaboration – where they feel seen and heard. During the year,
the ESG Committee initiated a review of our employee family policies,
with the aim of making senior managerial positions more accessible to
women. In 2025 we introduced a structured mentoring initiative.
The Group’s diversity reporting and diversity and inclusion initiatives
are set out on
PAGES 47 AND 48. This includes details of the gender
and ethnicity breakdown of Directors, Executive Leadership Team,
Senior Management and all other employees.
Foxtons Limited, the Group’s main trading entity, published its
gender pay gap figures as at 5 April 2025 in line with the relevant
regulations. The report can be found on the Group’s website at
www.foxtonsgroup.co.uk/our-responsibility/gender-pay-gap.
2
5
7
Board gender split
Female
Male
Board ethnicity
White
Board composition as at 31 December 2025
2
5
Tenure
2-3 years
>3 years
1
4
2
Role
Chair
Non-Executive
Executive
85
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Engagement with Stakeholders
The Committee Chair is available at the AGM to answer questions
from shareholders on the work of the Committee.
For further information on engagement with stakeholders please see
PAGES 18 TO 21.
Board Performance Review and Effectiveness
The Board reflects on its performance and effectiveness annually.
This year, the review of the performance of the Board, its
Committees and the individual Directors was facilitated externally
by Lintstock,and led by the Chairman. Lintstock is an advisory firm
that specialises in Board Reviews and has no other connection with
the Company or individual Directors. The review took the form of
a questionnaire which gave Directors the opportunity to provide
comments on key areas of focus.
Key Findings
Lintstock found that the Foxtons Board engaged well with the Board
Review process, with the Directors taking the opportunity to reflect
on the Board’s priorities for the coming year and the results of the
review were highly positive.
Lintstock observed that the Directors were well-aligned on key
priorities and demonstrated a strong commitment to navigating
any political and economic headwinds and driving delivery. The
Chairman’s performance received particularly positive feedback,
and the Board was seen to benefit from a strong composition and
effective dynamic.
The Review included a comparison of the Board’s performance
against the Lintstock Governance Index, drawn from over 200 of
Lintstock’s recent mandates. This provided a balanced view of the
Board’s strengths and priorities, placing its performance into context
with 98% of metrics landing above or in line with the Lintstock
Governance Index.
The tables on
PAGE 86 summarise the 2025 performance review
outcomes and proposed actions for 2026, along with the Board’s
progress against the 2024 performance review findings and actions
taken during 2025.
METHODOLOGY
SCOPING AND TAILORING
June – September 2025
The scope and objectives of the review were agreed
following a briefing meeting with Lintstock.
Lintstock collaborated with the Chairman to design
a bespoke line of enquiry tailored to the business
needs of Foxtons.
As well as covering core aspects of governance such as
information, composition and dynamics, the review
considered people, strategy and risk areas relevant to the
performance of Foxtons.
The review had a particular focus on the following areas:
• Feedback on the October strategy session
• Opportunities to refine the Board’s annual
cycle of work
• The Board’s oversight the Group's culture
COMPLETION OF SURVEYS
October 2025
Board members completed surveys assessing the
performance of the Board and each of its Committees.
Each Director also completed a self-assessment
questionnaire addressing their own performance.
ANALYSIS AND DELIVERY OF REPORTS
November 2025
Lintstock analysed the findings from the surveys and delivered
a focused report documenting the findings, including a number
of recommendations to increase effectiveness.
BOARD DISCUSSION
December 2025
Lintstock’s findings were shared with the Board and then
discussed at the December Board meeting. Actions were
agreed for implementation and monitoring.
86 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Progress Against the 2024 Board Review Actions
Agreed Action Progress
• The ESG Committee will increase the amount
of time dedicated to reviewing and monitoring
the Group’s culture. This will be supported by
additional management reporting to the ESG
Committee, such as employee pulse survey
results and anonymously comparing survey
results between different diversity groups.
• The Board engaged PwC to conduct a review of the Company’s culture during
2025. The findings of the review were presented to the ESG Committee and the
Committee agreed actions to be implemented throughout 2026 in response
to the results of the review. The Committee will monitor the progress against
these actions.
• The ESG Committee continually monitors the Company’s culture, and its Terms
of Reference were updated during the year to highlight the Committee’s role in
monitoring behaviours and culture of the Company. Further information on steps
taken to evolve the Company’s culture can be found on
PAGES 73 AND 74.
• Management to establish specific talent
development plans for key roles, including
deeper reviews of required skills, competencies
and diversity considerations, for discussion
with the ESG Committee.
• The HR Director maintains a matrix of the strength of the management
pipeline which is regularly discussed with the Executive Committee. Leadership
programmes continue to be developed in order to help diverse talent move into
management roles.
2025 Outcomes and Proposed Actions
Outcomes from 2025 Board Review Agreed Action
• Continuing to oversee the delivery of
the strategy, including organic and
inorganic growth.
• Additional time to be allocated at Board meetings to enable Senior Management
to present on specific strategic topics to be discussed.
• The Board will ensure strategic direction continues to be clearly communicated
to stakeholders.
• Maintaining focus on the evolution of
Foxtons’ culture.
• People and culture considerations to continue to be consistently incorporated
into Board discussions, strategic decisions, and key documents.
• The Board will work with the ESG Committee to oversee the delivery of the
Group’s people and culture strategy and monitor success measures. This will
build on the work completed in 2025 which was informed by PwC’s independent
culture review and Morpho’s independent HR function review.
• Further enhancing the Board’s oversight
of talent management and leadership
development across the Group.
• The Executive Directors will focus on management development plans and
talent management with a particular emphasis on building bench strength
below the Executive Committee level with oversight from the Nomination and
ESG Committees.
• Increased focus on AI • The Board will regularly review the appropriate use of AI with a view of driving
operational efficiencies and growth.
Governance
During the year, the Committee received briefings from the Company Secretary on corporate governance matters. We have reported on the
Company’s compliance with the Code on
PAGE 72 of the Corporate Governance Report.
Priorities for 2026
The key priority for the Committee during 2026 will be to recruit a replacement Audit Chair. The Committee will also focus on talent
management considering both internal and external candidates to build a strong future pipeline for succession.
Nigel Rich CBE
Chairman of the Nomination Committee
4 March 2026
NOMINATION COMMITTEE REPORT CONTINUED
87
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE REPORT
Throughout 2025, the Committee has overseen a broad spectrum
of responsible business topics, with a major focus on social and
governance matters which are critical within a people-based business.
Specifically, the Committee’s focus has included the ongoing
development and review of the Group’s culture, initiatives to drive
employee engagement, and the advancement of diversity and
inclusion. Additionally, the Committee has monitored environmental
responsibilities and other social considerations, ensuring these areas
are consistently reviewed at Board level.
Further information about our approach and commitments in these
areas is available in the Responsible Business Report on
PAGES 40
TO 64
, which provides comprehensive details on environmental and
social matters, as well as our ongoing commitments to responsible
business practices.
Responsibilities of the ESG Committee
The Committee’s main responsibilities, as outlined in its Terms of
Reference, are:
• To provide oversight of the governance framework relating
to environmental and social matters.
• To monitor the culture of the Group.
• To review the Group’s environmental and social strategy to
ensure alignment with the Group’s overall strategy, including
consideration of related risks and opportunities.
• To actively look for opportunities to promote environmental
and social matters within the Group.
• To receive updates on performance against the Group’s
environmental and social strategy and targets.
• To receive updates on the social and community initiatives of
the Group, including community engagement and partnerships.
• To review environmental and social related risks to the Group
and make recommendations to the Audit Committee regarding
inclusion in the Group’s risk management practices.
• To review the extent and effectiveness of the Group’s external
reporting on its environmental and social performance and
progress towards achieving ESG targets, and to review the
external disclosures on ESG related matters prior to publication.
• To review on a regular basis any necessity for external assurance
on ESG and sustainability matters.
• To receive updates on regulatory changes which could
impact the implementation of the Group’s environmental
and social strategy.
• To review appropriate ESG related performance objectives
and incentives for executive leaders, to ensure that ESG
matters are appropriately considered in setting the Company’s
remuneration policy.
The Committee’s Terms of Reference were reviewed during the
year, and were updated in line with the 2024 UK Code of Corporate
Governance. The terms of Reference can be found on the
Group's website at: www.foxtonsgroup.co.uk/our-responsibility/
corporate-governance.
In January 2026, the Committee formed a People and Culture
sub-committee, comprising of two Non-Executive Directors and
an Executive Director. The Committee will oversee the delivery of
the Group’s people and culture change programme by the Senior
Leadership team.
Members of the ESG Committee and Attendance at Meetings
The membership of the Committee is set out below. All Committee members are considered independent by the Board and in
accordance with the Code. Nigel Rich was considered to be independent on his appointment as Chairman of the Company. Biographical
information can be found on
PAGES 68 AND 69. Members’ attendance at Committee meetings is set out in the table on PAGE 77.
The Company Secretary acts as Secretary to the Committee.
The Committee Chair has relevant ESG experience having 30 years’ HR and people experience in both regulated and commercial
businesses. Other Committee members have relevant experience through other external appointments, knowledge of the Group’s
operations and broader experience of working in customer facing businesses.
Chair: Annette Andrews
Members as at 31 December 2025: Jack Callaway, Nigel Rich, Peter Rollings, Rosie Shapland
“THE COMMITTEE IS COMMITTED TO
FOSTERING AND UPHOLDING A CULTURE THAT
SUPPORTS A RESPECTFUL, REWARDING, AND
MOTIVATING WORKPLACE ENVIRONMENT AS
PART OF ITS PEOPLE-FOCUSED APPROACH.”
Annette Andrews Chair of the ESG Committee
88 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Since the last ESG Committee Report, the Committee held three scheduled Committee meetings. The Committee’s main activities and areas of
focus were as follows.
Jun
2025
Oct
2025
Feb
2026
Environment Reviewed the environmental performance and external reporting disclosures, including
compliance with the Task Force on Climate-Related Financial Disclosures (TCFD), in the Annual Report
and Accounts.
●
Social Reviewed the people dashboard and key performance indicators for workforce and culture matters.
● ● ●
Received an update on the health and safety programme and reviewed the health and safety record.
● ● ●
Oversight of charity partnerships.
●
Reviewed and recieved an update on the Group’s key workplace policies from the Group’s HR Director.
●
Reviewed the employment law environment and discussed the impact on the Group.
●
Discussed and reviewed progress against the Group’s people related strategic priorities.
● ● ●
Received an update on equity, diversity and inclusion programmes.
●
Reviewed key workplace policies and related training.
●
Reviewed the 2025 employee engagement survey results.
●
Reviewed the Group’s culture, including the findings from PwC’s independent culture review and
associated response (refer to PAGE 73 for more details.
● ● ●
Governance Reviewed the ESG governance framework and, including ESG related targets, measures
and commitments.
●
Reviewed the Committee’s Terms of Reference.
●
Reviewed and approved the report from the ESG Committee and Responsible Business report in the
2025 Annual Report and Accounts.
●
Reviewed the Committee’s composition.
●
Reviewed the results of the Committee’s annual performance review and considered the Committee’s
training needs.
●
ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE REPORT CONTINUED
89
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The following sections provide further details of the environmental,
social and governance matters considered by the Committee in 2025.
Environmental Matters
Although the Group has a relatively simple infrastructure and does
not operate in a high-risk environmental sector, our environmental
targets will reduce the Group’s environmental impact by lowering
emissions and reducing energy consumption. To support our target
of reaching net zero by 2050 (across Scope 1, Scope 2 and Scope 3
emissions), the Committee has established an interim emissions target
to reduce Scope 1 and Scope 2 emissions by 30% by 2030 against the
2021 baseline. The commitment to electrify our vehicle fleet by 2030
and the ongoing work to improve the efficiency of our offices will
support this goal. More information on the Group’s commitment to
reducing its environmental impact can be found on
PAGES 54 TO 64.
Specific Committee activities in this area have included:
• Reviewing the annual Streamlined Energy and Carbon Reporting
statement and other relevant key performance indicators.
• Reviewing progress of the Group’s emission reduction initiatives,
including the vehicle fleet electrification programme, the branch
energy usage reduction programme and progress against the
Group’s interim 2030 emissions reduction target.
Social Matters
Our people are key to the success of the Group and the Committee
remains committed to ensuring its culture, policies and practices
provide the best environment to develop sector leading talent.
Specifically, recruiting and retaining an engaged workforce is key
to our success, and therefore our workforce social programmes,
including equity, diversity and inclusion, and the fostering of a
respectful high-performance culture continue to be a key area of focus.
The Committee has spent considerable time reviewing the Group’s
culture and employee related programmes, with the main activities
as follows:
• Supporting the Board in monitoring culture through the
mechanisms set out on
PAGE 73. Specifically, the Committee
Chair oversaw PwC’s culture review and Morpho’s HR function
review, reviewed the recommendations and provided oversight
of the response plan. As set out on
PAGE 86 progress was
made in 2025, with work continuing into 2026 to deliver the
required cultural improvements.
• Reviewed and contributed to the Group’s new Code of Conduct
and “Getting It Done. Together” framework.
• Reviewing the Group’s people strategy and making
recommendations. PwC and Morpho provided external and
independent views on elements of the people strategy, including
the people focused functions.
• Reviewing the annual employee engagement survey results and
reviewing management’s response plan.
• Reviewing employee equity, diversity and inclusion activities
and programmes.
• Reviewing the Group’s health and safety governance framework
and performance.
• Reviewing employee dashboards which present key performance
indicators in relation to a wide range of workforce related matters.
• Engaging with the Group’s HR Director and external
employment advisers on employee relations matters and
policy enhancements.
• Reviewing the impact of future employment legislation changes.
The Group’s charity partnership, Single Homeless Project, is a
London-wide charity that provides supported accommodation and
community-based support for people who are homeless or at risk of
homelessness. The partnership has gone from strength-to-strength
and has enabled our teams to engage in a range of charitable
activities, including fundraising and giving their time to support
the work of the charity. The Committee received an update on the
partnership during the year. Refer to
PAGES 52 AND 53 for further
details of our partnership with Single Homeless Project.
Governance Matters
During the year, the Committee received briefings from the Company
Secretary on ESG related corporate governance matters as relevant.
We have reported on the Company’s compliance with the Code on
PAGE 72 of the Corporate Governance Report.
The environmental and social governance framework, which
establishes the reporting lines for environmental and social matters
and Senior Management responsibilities, has been reviewed in the
period. The ESG Committee provided oversight of the environmental
and social governance framework, including:
• Reviewing the framework, strategy, activities and commitments
relating to the Group’s environmental and social responsibilities.
• Specifically reviewing the reporting lines in relation to the
delivery of the Group’s people and culture programmes to
ensure sufficient accountability and resource to deliver key
projects in both 2025 and 2026.
• Agreeing the Committee’s agenda for 2025 and 2026.
• Reviewing upcoming changes in ESG legislation.
• Reviewing ESG related Annual Report disclosures, including
TCFD reporting and responsible business report.
Engagement with Stakeholders
The Committee Chair is available at the AGM to answer questions
from shareholders on the work of the Committee. For further
information on engagement with stakeholders please see
PAGES
18 TO 21
.
Annual Performance Review of the ESG
Committee’s Performance
As part of the internal Board performance review this year, the
performance of the ESG Committee was reviewed and found to
be effective with no issues identified.
Priorities for 2026
The Committee’s priorities include overseeing the implementation
of the actions arising from the review of the Company’s culture
conducted during 2025, to continue to enhance and develop the
Company’s culture and ensure it is embedded within the organisation
(refer to
PAGES 42 TO 51 for further details); reviewing the equity,
diversity and inclusion initiatives in place to continue to enhance
the diverse pipeline of talent for Senior Management and reviewing
charitable activities relating to the Group’s charity partner, Single
Homeless Project.
Annette Andrews
Chair of the ESG Committee
4 March 2026
90 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
AUDIT COMMITTEE REPORT
I am pleased to present the Audit Committee’s report setting out its
key activities and principal and ongoing responsibilities.
The Committee continues to focus on monitoring the effectiveness
of the Group’s risk management processes, internal controls and
financial reporting processes. In 2025 there has been an ongoing
focus on monitoring and strengthening internal controls and
risk management processes in order to protect the interests of
shareholders and to ensure preparedness to comply with provision
29 of the UK Corporate Governance Code (the “Code”) during the
2026 financial year.
PwC has continued to deliver the Group’s internal audit programme
which provides the Committee with independent and objective
assurance over significant risk or strategically important areas.
PwC’s 2025 internal audit reviews covered: Lettings and Sales
governance; phase two of UK Corporate Governance Code
2024 readiness and; payroll systems, processes and related HR
records. During the year, PwC also reported to the Committee on
management’s progress in addressing audit findings identified from
prior reviews and validated management’s response.
The Committee reviewed a number of key financial reporting
matters including the annual brand impairment review, alternative
performance measures (including adjusted items), contract asset
carrying values, the Group’s going concern assumption and
longer-term prospects and viability statement. The Committee also
reviewed the Group’s critical accounting judgements and key sources
of estimation uncertainty disclosures.
2025 Areas of focus
• Review of progress with the preparations for compliance with
the new 2024 Code Provision 29. The Committee received
various activity updates from management during the year on
progress and readiness for the new Code provision.
This included: a gap analysis to review the Group’s current risk
management framework and internal controls, establishing
the areas that already work well and identifying areas where
enhancements are needed to comply with the Code; processes
to establish the Group’s material controls and; reviews and
continual improvement of the Group’s assurance map to ensure
each of the Group’s material controls are covered.
• Ahead of the implementation of the Renters’ Rights Act in May
2026, the Committee reviewed management’s assessment of
the accounting implications of the regulatory changes.
• Consideration of formal Audit Quality Indicators as agreed with
the Group’s external auditor.
• Review of the findings of the FRC’s limited scope review of the
Group’s 2024 Annual Report and Accounts, further details of
which are included in this report, and of the FRC’s Audit Quality
review of the external auditor’s 2024 audit.
• Oversight of activities to ensure the Group’s compliance with
the new Failure to Prevent Fraud offence under the Economic
Crime and Corporate Transparency Act.
• Consideration and oversight of the Group’s IT security and
control environment.
Members of the Audit Committee and attendance at meetings
The membership of the Committee is set out below. All Committee members are considered independent by the Board and in
accordance with the Code. Biographical information can be found on
PAGES 68 AND 69. Members’ attendance at Committee
meetings is set out in the table on
PAGE 77. The Company Secretary acts as Secretary to the Committee.
The Committee Chair is a Chartered Accountant, former audit partner with over 30 years of audit experience across multiple sectors
within public and private companies, and Chair of the Audit Committee at Paypoint plc, Workspace Group plc and SThree plc.
The Committee Chair satisfies the requirement of having recent and relevant financial experience. The Committee members have
competence relevant to the business, in addition to general management and commercial experience.
The Committee usually invites the full Board, our outsourced internal audit partner (PwC) and external auditor to attend each meeting.
Other members of management attend as and when requested. The Committee holds private sessions with the external and internal
auditors as necessary without the presence of executive management at least once a year.
Chair: Rosie Shapland Members as at 31 December 2025: Annette Andrews, Jack Callaway and Peter Rollings
4 AUDIT, RISK AND INTERNAL CONTROL
“THE COMMITTEE HAS BEEN FOCUSED ON
MANAGEMENT’S PROCESS TO IDENTIFY, AND
ENHANCE WHERE NECESSARY, MATERIAL
CONTROLS TO ENSURE THE GROUP IS
PREPARED FOR PROVISION 29 OF THE 2024
UK CORPORATE GOVERNANCE CODE,
EFFECTIVE JANUARY 2026”
Rosie Shapland Chair of the Audit Committee
91
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Responsibilties of the Audit Committee
The primary function of the Audit Committee is to support the
Board in providing challenge and oversight of financial reporting,
risk management and internal controls to protect the interests of
shareholders. The Committee is also responsible for managing the
relationship with the internal and external auditors and overseeing
the external audit.
Key responsibilities include:
• Monitoring, reviewing and challenging when necessary, the
financial reporting processes, including significant financial
reporting issues, accounting policies and judgements.
• Recommending to the Board the appointment, reappointment
and removal of the external auditor, approving the terms of
engagement and remuneration and monitoring the independence
of the auditor and the provision of non-audit services.
• Monitoring the effectiveness of the statutory audit process of
the Group’s annual financial statements.
• Approving the appointment and removal of the internal auditor,
reviewing the Group’s internal audit strategy, findings from
internal audit reviews, resolution of any matters arising and
effectiveness of the function.
• Reviewing the Group’s systems and controls for the prevention
of bribery and procedures for detecting fraud.
• Developing and implementing policy on the engagement of the
external auditor to supply non-audit services.
• Ensuring that a robust assessment of the emerging and principal
risks facing the Group has been undertaken.
• Reviewing the effectiveness of the risk management framework
and internal controls.
• Reviewing the Group’s processes and procedures that ensure
material risks are properly identified, assessed, managed and
reported and that appropriate systems of monitoring and
control are in place.
• Reviewing the assumptions in support of the Company’s going
concern statement and the longer-term viability statement.
The Committee’s Terms of Reference were reviewed during the year
and updated where necessary to align with the 2024 UK Corporate
Governance Code and the Minimum Standard for Audit Committees.
The Terms of Reference can be found on the Group’s website at:
www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
Significant Financial Reporting Matters
The Committee considered the following significant financial
reporting matters which require judgement or are sources of
estimation uncertainty. The matters, and how they were addressed
by the Committee, are detailed below. The matters below are
disclosed as critical accounting judgements or key sources of
estimation uncertainty within Note 1.20 of the financial statements:
• Useful economic life of the brand intangible asset
(carrying value of £99 million)
The Committee challenged the appropriateness of the indefinite
useful economic life assigned to the brand intangible asset.
The Committee considered whether there had been any changes in
the period over which the brand asset is expected to generate cash
inflows. Following this assessment, it was confirmed that there is no
foreseeable limit to the period over which the asset is expected to
generate cash inflows. Therefore, it continues to be appropriate for
the brand asset to be assigned an indefinite useful economic life.
• Impairment of the brand intangible asset
(carrying value of £99 million)
The Committee challenged management’s impairment review
methodology for the indefinite life brand intangible asset,
including the relevant forecasts, discount rates and long-term
growth rates. The Committee concurred with management’s
view that no impairment of the Group’s brand asset is required.
However, the Committee noted that a reasonable possible
change in key assumptions within the impairment model would
remove the headroom between the recoverable amount and
the carrying value of the brand asset and appropriate sensitivity
disclosure is included within Note 10 of the financial statements.
• Contract asset expected credit loss provision
The Committee challenged management’s estimation of
expected credit losses relating to the Group’s contract
asset balance of £27.1 million at 31 December 2025
(2024: £24.2 million), which is net of an expected credit loss
provision of £2.4 million (2024: £2.5 million). As disclosed in
Note 17, the contract asset balance primarily relates to the
Lettings business, with £26.9 million (2024: £23.9 million)
of the balance relating to unbilled Lettings commission.
Management assesses expected credit losses using the relevant
IFRS 9 ‘Financial Instruments’ guidance with reference to
historical loss rates and forward-looking loss estimates.
Forward-looking loss estimates consider broader economic
factors and the possible impact of the Renters’ Rights Act,
effective 1 May 2026, if tenants choose to exit their existing
contracts earlier than originally anticipated, which is permitted
under the new legislation. The Committee is satisfied with
management’s estimates, noting there is inherent uncertainty
in the estimates which seek to predict future tenant behaviour.
The Committee was also satisfied with the related sensitivity
disclosures included in Note 17 of the financial statements.
92 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Other Relevant Financial Reporting Matters
The Committee also reviewed other relevant financial reporting
matters in the period:
• Adjusted items
The Committee considered the presentation and disclosure
of £0.3 million of adjusted item charges (2024: £0.2 million
charge) which have been recognised in the year (refer to Note 4
of the financial statements for further details). The Committee
reviewed the quantification and the nature of the adjusted
items, with reference to the Group’s revised adjusted items
policy (refer to Note 1 of the financial statements). The policy
now excludes non-cash IFRS 2 charges from the CEO’s LTIP
buyout award, as these relate to forfeited incentives from his
former employer and do not represent underlying performance.
The Committee concluded the classification and disclosure of
the items was appropriate and the policy had been consistently
applied across financial years.
• Alternative performance measures
The Committee reviewed the revised definitions of the
Group’s profit based alternative performance measures which
now exclude non-cash IFRS 2 charges from the CEO’s LTIP
buyout award in line with the Group’s revised adjusted items
policy. 2024 adjusted operating profit has been restated from
£21.6 million (as previously reported) to £22.1 million under
the Group’s revised adjusted items policy. The Committee
is satisfied with the revised definition, and the associated
restatement of comparatives, noting that the LTIP buyout award
charge is not considered when assessing the underlying trading
performance of the Group/segments. Overall the Committee
determined the Group’s alternative performance measures
disclosure to be appropriate.
• Going concern and longer-term prospects
and viability statement
The Committee reviewed management’s assessment of the
Group’s going concern assumption and longer-term prospects
and viability statement. The review included consideration of
forecast cash flows, specifically uncertainties in relation to the
macroeconomic outlook and industry specific matters, the
reverse stress scenario sensitivities and the Group’s liquidity over
the relevant forecast period. For the purposes of assessing the
going concern assumption, an 18-month forecast period from
the date of the approval of the 2025 financial statements was
considered, including the results of a reverse-stress scenario.
A longer period of five years was used for assessing viability, which is
consistent with the Group’s strategic planning period. The viability
assessment included the consideration of a severe, but plausible,
scenarios and the impact such a scenario could have on the Group’s
future financial position. The Committee confirmed preparing
the financial statements on a going concern basis continues to
be appropriate (refer to Note 1.7 for going concern disclosure)
and recommended the approval of the long-term prospects and
viability statement which is set out on
PAGES 38 AND 39.
The Committee also reviewed the following other key
estimates/matters:
• Provisions
As set out in Note 18, the Group has provisions of £4.3 million
to cover for property related liabilities, onerous costs and legal
matters. The Committee reviewed the key assumptions used
to determine the year end provision balance and concluded the
valuation of provisions is appropriate.
• Branch impairment assessment
The Committee also reviewed management’s branch
impairment assessment and is satisfied that the carrying value
of branch property, plant and equipment and right-of-use assets
as at 31 December 2025 is appropriate. Refer to Note 10 and
Note 11 of the financial statements for respective details of the
carrying value of branch property, plant and equipment and
right-of-use assets.
• Client monies
The Committee reviewed the continuing rationale for not
recording client monies in the Group’s financial statements.
The Committee concluded there was no judgement in this area,
and no amounts should be recorded in the Group’s financial
statements, since these funds belong to tenants. Refer to Note
24 of the financial statements for details of the value of client
money held at 31 December 2025.
Preparing for the Renters' Rights Act
Ahead of the Renter’s Rights Act, which comes into effect on 1 May
2026, the Committee reviewed management’s proposed changes to
the Group’s Lettings revenue recognition policy. Under the Renters’
Rights Act, fixed-term assured shorthold tenancies are replaced with
periodic tenancies. The Committee concluded that it is appropriate to
apply IFRS 15’s variable consideration methodology when recognising
revenue for the tenant find performance obligation of a periodic
tenancy, utilising expected value methodology to predict the amount
of initial consideration.
Papers regarding the Renters' Rights Act and its implications for
revenue recognition were prepared by the finance function and
shared with the Audit Committee and the external auditor who has
had the opportunity to read and make enquiries insofar as it relates to
the 31 December 2025 audit.
Further details of the impact of the Renters’ Rights Act can be found
on
PAGES 30 AND 31 of the Financial Review.
AUDIT COMMITTEE REPORT CONTINUED
93
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Financial Reporting
The Committee regularly reviews the robustness of financial
reporting processes. The Group maintains a comprehensive
financial planning and reporting cycle, which includes a detailed
annual financial budgeting process where forecasts are prepared
for challenge and approval by the Board. Management reviews key
performance indicators on a regular basis which enable business
performance and the market to be monitored on an ongoing basis,
allowing corrective action to be taken or opportunities seized
as appropriate. At a Group level, a comprehensive management
accounts pack, including income statements, a balance sheet, a cash
flow statement, and key performance indicators, is reviewed monthly
by the Board. Reforecasts of current year performance are carried
out on a regular basis during the year. Management monitors the
publication of new accounting and reporting standards and reports
on any updates to the Committee.
In November 2025, the FRC notified the Company that it had
conducted a limited review of the Group’s 2024 Annual Report and
Accounts as part of its thematic review of reporting by UK smaller
listed companies. The FRC confirmed there were no questions or
queries to raise with the Company, however did provide improvement
points which benefit the users of the accounts. The points were
considered by management and the Committee and have been
incorporated into the 2025 Annual Report and Accounts. The FRC’s
review was solely based on the 2024 Annual Report and Accounts
and did not benefit from detailed knowledge of our business or an
understanding of the underlying transactions entered into. It was,
however, conducted by staff of the FRC who have an understanding
of the relevant legal and accounting framework. The FRC’s letter
provided no assurance that the Annual Report and Accounts are
correct in all material respects; and the FRC's role is not to verify the
information provided to it but to consider compliance with reporting
requirements. The FRC’s letter was written on the basis that the FRC
(which includes its officers, employees and agents) accepts no liability
for reliance on it by the Company or any third party, including but not
limited to investors and shareholders.
Risk Management and Internal Controls
The Committee, on behalf of the Board, keeps under review the
effectiveness of the Group’s risk management framework and
internal controls to ensure that controls in place are effective in
order to safeguard shareholders’ investments and the Group’s assets,
through management update reports, output from the executive risk
committees and reports from PwC internal audit. Such a framework
and internal controls are designed to manage rather than eliminate
the risk of failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material misstatement
or loss.
The Board has defined its risk appetite for strategic, financial,
operational and compliance risks as set out on
PAGE 33 of the
Strategic Report. A standard methodology for risk assessment is
applied across the Group to assist with monitoring gross and residual
risk and comparing residual risk against risk appetite. As required by
the 2024 UK Code of Corporate Governance, the Board, through
the Audit Committee, has carried out a robust assessment of the
principal and emerging risks facing the Group, including those that
could threaten its business model, future performance, solvency or
liquidity and reputation. Further details can be found
on
PAGES 35 TO 37 of the Strategic Report.
The Group has the following key procedures and monitoring
processes in place to provide effective risk management and
internal controls:
• An ongoing process to identify, evaluate and manage significant
risks, which is monitored and regularly reviewed by the Executive
Leadership Team with significant issues presented to the Board
and Audit Committee.
• The Group’s compliance department continuously reviews
operations to ensure that transactions have been properly
authorised and procedures are adhered to across the Group.
• Appropriate segregation of duties is embedded across
the organisation.
• Management reports to the Audit Committee on the
mechanisms in place to monitor the effectiveness of key internal
controls, which includes mapping key entity level processes and
controls to the Group’s three lines of defence.
• On behalf of the Board, the Audit Committee reviews fraud,
anti-bribery and whistleblowing policies and procedures
and considers any whistleblowing incidents, and the
appropriate response.
• An annual fraud risk assessment and financial risk assessment
is prepared and is subject to review by the Audit Committee.
• A system for planning, reporting and reviewing financial
performance, including performance against strategy and the
business plan as described above.
• The Environmental, Social and Governance (ESG) Committee
reviews the TCFD climate related disclosures.
• Key management personnel, including the Chief Financial Officer,
Chief Information and Technology Officer, Legal and Compliance
Director and Alexander Hall’s Risk and Compliance Director,
provide regular risk and control updates to the Audit Committee.
• Compliance with the risk appetite statement is monitored through
the Group’s standard monitoring and reporting mechanisms.
The Board reviews the risk appetite statement annually.
• The Audit Committee reviews IT security and cyber risks, to
ensure that the Group’s IT function effectively implements
preventative and detective controls to monitor and mitigate risk.
• A rolling internal audit programme with reports and
recommendations regularly reviewed by the Audit Committee.
On the basis of the above procedures and the monitoring processes
employed, the Board, supported by the Audit Committee, has
reviewed the effectiveness of the risk management and internal
control systems during 2025, and up to the date of the approval
of the Annual Report and Accounts. No significant failings or
weaknesses were identified during the period under review.
94 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Internal Audit and Other Third-Party Assurance
PwC is the Group’s outsourced internal audit partner and has
the remit to provide independent and objective assurance over
the Group’s operations. PwC’s internal audit plan is reviewed and
approved by the Committee annually and can be updated during the
year should the need arise. The internal audit plan is determined with
reference to the Group’s strategy and the risks that may prevent the
Group from meeting its strategy. Following each review, PwC issues
an independent report to the Committee with findings graded and
any remedial actions agreed as necessary. Remediation progress is
monitored, evidenced and reported to the Committee on a regular
basis by PwC.
During 2025, PwC reported on three internal audits covering;
Lettings and Sales governance; phase two readiness for the Group’s
compliance with Provision 29 of the 2024 UK Corporate Governance
Code and payroll systems, processes and related HR records.
The independent reports issued in these areas were scoped with
reference to the risk profile of each area and all areas were reported
to be satisfactory, with only low or medium findings being reported
against certain areas. Appropriate remediation plans have been put
in place to respond to the findings with good progress made against
these items in the year. The Committee assesses the effectiveness of
internal audit on a regular basis.
The Board also engaged PwC to conduct an independent review of
the Group’s culture and an independent HR consultancy, Morpho, to
review and recommend improvements to the Group’s HR function
and related processes. The recommendations have been reviewed
and a prioritised implementation plan developed, with progress
made in 2025 and continuing into 2026 with Non-Executive
Director oversight. The Audit Committee has, and will continue,
to monitor the implementation of the recommendations as part
of its responsibility to review the effectiveness of the Group’s risk
management framework and internal controls.
Whistleblowing
The Group believes that it is critical to have a culture of openness
and accountability in order to prevent situations relating to possible
impropriety, financial or otherwise, from occurring or to address
them when they do occur. The Group’s independent whistleblowing
helpline is open to all employees and fully operational.
Whistleblowing activity reports are provided directly to the Audit
Committee Chair, a best practice change made in 2025 to further
strengthen the integrity of reporting. Any material whistleblowing
matters are raised to the Board and responded to accordingly.
A “How to speak up” policy is readily available to all employees
and aims to enhance the prominence and clarity of existing
arrangements, and provide employees with practical guidance.
This policy includes details as to how employees can anonymously
speak up, as well as how they can contact the Chairman of the Board
and the Senior Independent Director if an employee feels unable
to use any of the usual routes. The Committee is satisfied that
the whistleblowing policy and its administration remain effective.
During the year a campaign to raise awareness of the speak up policy
amongst employees was undertaken.
Fair, Balanced and Understandable
The Group has a comprehensive and thorough assurance
process in respect of the preparation, verification and approval of
periodic financial reports and the Annual Report and Accounts.
The process comprises:
• The involvement of qualified and appropriately experienced
staff, under the direction of the CFO.
• A comprehensive review and verification process which deals
with the factual content of the reports and ensures consistency
across various sections.
• A common understanding amongst senior staff which ensures
consistency and overall balance.
• A transparent process to ensure full disclosure of information to
the external auditor.
• Engagement of a professional and experienced external audit
firm who understands the Foxtons business and business model.
• Oversight by the Audit Committee which, among other
things, reviews:
• The key accounting judgements and key sources of
estimation uncertainty.
• The consistency of, and any changes to, significant
accounting policies and practices.
• Significant adjustments arising from the external audit.
• The Group’s statement on risk management and
internal controls.
• The going concern and viability assumptions.
• The overall balance of the Annual Report and Accounts
disclosures with reference to the Committee’s
understanding of the Group’s business model, strategy,
financial position and drivers of performance.
The process outlined, together with the review and challenge of
management by the Committee and its recommendation to the
Board, provides comfort to the Board that the Annual Report and
Accounts taken as a whole is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Group’s business model, strategy, position and performance.
The Directors confirm this statement within the Directors’
Responsibilities Statement on
PAGE 137.
AUDIT COMMITTEE REPORT CONTINUED
95
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
External Auditor
BDO were re-appointed as external auditor by shareholders at
the AGM in 2025, and were appointed as statutory auditor of the
Company following a tender process in 2020. The 2025 audit was led
by Andrew Radford, his first year as the Group’s audit partner.
Andrew succeeded Tim Neathercoat who stepped down after
completing the 2024 audit in accordance with the partner rotation
rules within the applicable ethical standards.
As noted, the Committee has reviewed the effectiveness and quality
of the external audit process. The Committee did this by:
• Reviewing the external auditor’s plan, with specific focus on
the auditor’s approach to auditing areas of heightened interest
to the Audit Committee or which are new or unique to the
2025 audit.
• Discussing the results of the external auditor’s testing, including
their views on material accounting issues, key judgements and
estimates, and their audit report. The auditor’s reporting to
the Committee included details of how the audit procedures
challenge management’s key judgements in relation to the other
financial reporting matters set out on
PAGES 91 AND 92.
• Considering the robustness of the audit process, specifically how
the auditor has challenged management’s key assumptions and
demonstrated professional scepticism throughout the audit.
• The Committee assessed the auditor’s professional scepticism
in a number of ways, including making enquiries with the
audit partner in relation to the extent of audit procedures,
challenging the auditor’s IT specialist on the extent of general IT
controls testing, and as noted above, challenging the auditor’s
assessment of management’s key assumptions and judgements.
Specific attention was paid to the auditor’s professional
scepticism in relation to the significant financial reporting
matters and other relevant financial reporting matters set out
on
PAGES 91 AND 92.
• Reviewing the quality of people and service provided by BDO,
including a review of the FRC’s latest Audit Quality Review of
BDO and BDO’s response to the FRC’s findings.
• Assessing BDO’s performance against the agreed Audit
Quality Indicators.
• During the year, the FRC conducted an Audit Quality Review
(AQR) of BDO’s audit of the Group’s 2024 financial statements.
The Committee reviewed the AQR’s findings and concluded
there were no significant audit quality concerns and that BDO’s
planned response to the AQR’s findings was appropriate.
• Confirming the independence and objectivity of BDO.
The Committee concluded that it was satisfied with the performance,
ongoing quality and independence of BDO as external auditor.
The Committee recommends that BDO be re-appointed as the
Company’s external auditor at the Company’s 2026 AGM.
Non-Audit Services
To safeguard the independence and objectivity of the external
auditor, the Group has a Non-Audit Services Policy which the
Committee reviews annually. The policy details the services
termed ‘excluded services’ that are not permitted to be provided
by the external auditor. The policy is disclosed on our website
www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
Excluded services comprise services prohibited under the applicable
regulatory and ethical guidance. All permitted non-audit services
provided by the external auditor are subject to prior approval by
the Committee and where BDO performs non-audit work, both the
Company and BDO adhere to robust processes to ensure that the
objectivity and independence of the auditor is not compromised.
With the exception of the interim review performed under
International Standard on Review Engagements (UK and Ireland)
2400 and an accountant’s report required as a Propertymark
member, there were no other non-audit services undertaken during
the year. Total non-audit fees for services provided by BDO for the
year ended 31 December 2025 were £50,800 (2024: £49,500).
Audit fees for the year were £510,794 (2024: £493,000).
During the year, the Committee reviewed its Non-Audit Services Policy
and agreed updates in line with the Revised Ethical Standard 2024.
Review of the Audit Committee’s Performance
As part of the external Board performance review this year, the
performance of the Committee was reviewed. No areas of concern
were identified and it was concluded that the Committee had
effectively fulfilled its role.
Engagement with Stakeholders
The Committee Chair is available at the AGM to answer questions
from shareholders on the work of the Committee. There have been
no requests received from shareholders that pertain to matters to
be covered in an audit. For further information on engagement with
stakeholders refer to
PAGES 18 TO 21.
96 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Since the last Audit Committee Report, the Committee held four scheduled meetings. The Committee’s main activities and areas of focus were
as follows:
Role Tasks
July
2025
Oct
2025
Dec
2025
Feb
2026
Financial
reporting
Monitored and reviewed the Group’s accounting policies, practices and significant accounting
judgements, including any relevant changes in accounting or reporting standards.
● ● ●
Reviewed key financial reporting matters (key matters are set out on PAGES 91 AND 92).
● ● ●
Reviewed the plan to produce the 2025 Annual Report and Accounts, including the plans for
reporting on the 2024 UK Corporate Governance Code.
●
Reviewed the annual and half year financial statements and advised the Board on whether the Annual
Report and Accounts are fair, balanced and understandable. In fulfilling this task, the Audit Committee
reviewed the process undertaken to produce the Annual Report and Accounts, which included guidance
given to contributors, internal verification processes and content approval procedures.
● ●
Reviewed the going concern paper which analysed the profitability and cash generation of the
Group, agreeing with the adoption of the going concern basis of accounting.
● ● ●
Considered and reviewed the viability statement and supporting sensitivity analysis which assessed
the potential impact of the principal risks on the future performance and liquidity of the Group
over a five-year period.
● ●
Reviewed the dividend proposal.
● ●
External
audit
Approved the appointment of the external auditor and their terms of engagement and fees for the
financial year 2025.
●
Received and considered the external auditor’s audit planning paper for 2025 and reviewed planned
audit scope, materiality thresholds and the areas of risk where the auditor would concentrate.
●
Considered formal audit quality indicators with the external auditor.
●
Reviewed and monitored the independence of the external auditor and approving their provision of
non-audit services.
● ●
Reviewed the effectiveness of the external auditor.
●
Reviewed and discussed the external auditor’s interim review, pre year end and year-end report
(no material issues were identified in any of BDO’s reports).
● ● ●
Internal
audit
Reviewed internal audit’s assurance map and risk assessment. Approving the internal audit plan
for 2026.
●
Reviewed new requirements relevant to 2026 under the 2024 UK Corporate Governance Code and
reviewed management’s readiness plans.
●
Internal
controls
Reviewed compliance with the 2024 UK Corporate Governance Code.
●
Reviewed new requirements relevant to 2026 under Provision 29 of the 2024 UK Corporate
Governance Code and reviewed management’s readiness plans.
● ●
Reviewed the whistleblowing policy and helpline reports.
● ●
Reviewed internal control reports from external audit, internal audit and relevant management
committees; and advised the Board on the effectiveness of the Group’s systems of internal controls
to allow the Board to assert as such in the Annual Report and Accounts.
● ● ●
Risk
management
Reviewed the Group’s risk environment and risk management and internal control frameworks
including principal risk assessments as disclosed in the interim report and annual report.
● ●
Reviewed the Group’s risk appetite and risk monitoring systems which assess gross risk, mitigating
controls and residual risk across the Group and compared residual risk against the Board’s
risk appetite.
● ●
Reviewed system of controls within the IT function through reports received from the Chief
Information and Technology Officer and the external auditor, including the Group’s cyber security
strategy, response to cyber threats and attacks and the general IT control environment.
● ● ●
Reviewed and discussed a report on legal and compliance matters, including the Group’s
compliance with the Economic Crime and Corporate Transparency Act’s Failure to Prevent
Fraud offence.
● ●
Governance Reviewed the Committee’s Terms of Reference.
●
Reviewed the Group’s non-audit services policy.
●
Reviewed the results of the Committee’s annual performance review and considered the
Committee’s training needs.
●
Rosie Shapland
Chair of the Audit Committee
4 March 2026
AUDIT COMMITTEE REPORT CONTINUED
97
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
5 REMUNERATION
DIRECTORS’ REMUNERATION REPORT
Overview statement from the Committee Chair providing
relevant background for remuneration decisions and a summary
of key decisions.
An overview of our work in the year.
A summary of remuneration in respect of 2025.
Details of the new policy which will be put to a binding shareholder
vote at the 2026 AGM.
The Annual Report on Remuneration includes the following
sub-sections:
• Our approach to fairness and wider workforce considerations.
• How we implemented the Policy in 2025.
• Additional information.
Annual Statement from the Remuneration
Committee Chair
Refer to PAGES 98 TO 101
The work of the Committee
Refer to PAGE 102
Directors’ Remuneration Report at a glance
Refer to PAGES 103 TO 105
Our new 2026 Directors’ Remuneration Policy
Refer to PAGES 106 TO 111
2025 Annual Report on Remuneration
Refer to PAGES 121 TO 133
The 2025 Annual Report on Remuneration, including the Annual
Statement from the Remuneration Committee Chair, will be subject
to an advisory vote at the 2026 AGM, alongside the binding vote on
the 2026 Directors’ Remuneration Policy.
Members of the Remuneration Committee and Attendance at Meetings
The membership of the Committee is set out below. All of the Non-Executive Directors who are Committee members are considered
independent by the Board and in accordance with the UK Governance Code. Nigel Rich was considered to be independent on his
appointment as Chairman of the Company. Biographical information can be found on
PAGES 68 AND 69. Members’ attendance
at Committee meetings is set out in the table on
PAGE 77. The Company Secretary acts as Secretary to the Committee.
Chair: Annette Andrews Members as at 31 December 2025: Jack Callaway, Nigel Rich, Peter Rollings, Rosie Shapland
“OUR REMUNERATION POLICY FOR APPROVAL
AT THE 2026 AGM HAS BEEN DEVELOPED TO
ENSURE THAT THE POLICY AND ITS
IMPLEMENTATION REMAINS FIT FOR
PURPOSE, COMPETITIVE, AND SUPPORTIVE
OF OUR STRATEGY, CULTURE AND VALUES."
Annette Andrews Chair of the Remuneration Committee
98 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
2025 Variable Pay
Variable pay continues to form a core part of the reward for Executive
Directors, Senior Management and fee earners, reflective of the
results driven culture at Foxtons, and in the residential property
industry more generally.
The outcome of the Bonus Banking Plan (BBP) for Executive Directors
is 12.5% (2024: 72.4%) of maximum for the year ended 31 December
2025, with the details of performance against each of the 2025
BBP targets set out on
PAGE 128. The BBP’s main performance
measure is adjusted operating profit which increased marginally to
£22.2 million (2024: £22.1 million) compared to 2024, resulting in an
outcome of 0% of maximum for this element, reflecting the level of
market disruption experienced in 2025.
The other BBP measures are lettings organic market share growth,
sales market share growth and employee experience, which
encapsulates delivery against the Group’s people and culture
programmes. A strong performance in lettings market share
growth resulted in a maximum payout for the lettings organic
market share growth metric, whilst sales market share growth was
more challenging in a volatile environment with no payout against
this element.
With the oversight of the ESG Committee, 2025 has been a year
of continued focus on the employee experience and the Executive
Leadership Team have prioritised delivering change following an
externally led culture review (further details are provided within the
ESG Committee’s report on
PAGES 87 TO 89). The Remuneration
Committee conducted its qualitative assessment of the employee
experience metric with reference to a range of people-related metrics
and concluded a 25% payout for the employee experience metric is
appropriate, reflecting progress made to date and the necessity for
delivering change at pace.
Introduction
2025 has been a year of acquisition-led growth, with total revenue
of £172.5 million, up 5% versus the prior year. Lettings delivered 5%
revenue growth, driven by incremental revenue from acquisitions and
broadly flat like-for-like revenues. Sales revenue increased by 6%,
with additional revenue from acquisitions offsetting a like-for-like
revenue decline of 2%. Financial Services revenue was up 10%,
driven by higher levels of refinance opportunities alongside growth
in new purchase mortgage revenues reflecting operational upgrades
to improve productivity and increased connectivity with estate
agency operations.
The Group achieved adjusted operating profit of £22.2 million
(2024: £22.1 million).
In early 2026, the Group completed the acquisition of Cauldwell, a
leading independent agent in Milton Keynes, and Birmingham-based
FleetMilne. These acquisitions deliver progress against the Group's
strategy to acquire high-quality, non-cyclical and earnings-accretive
lettings businesses to enhance the Group's portfolio of recurring
revenues. The acquisition also progresses the Group's strategy
to expand into London's commuter towns to unlock growth
opportunities in new regions, as well as expanding into Birmingham,
the UK's second largest city and a market with significant
growth opportunities.
From a people perspective, throughout 2025, we further invested in
our people and culture. We launched our "Getting It Done. Together"
framework, aligning all elements of the Group's People Strategy and
further building on the work to date to foster a respectful, rewarding,
and inspiring workplace which delivers an enhanced experience for
all stakeholders.
ANNUAL STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR
DIRECTORS’ REMUNERATION REPORT CONTINUED
On behalf of the Board, I am delighted to present the Directors’ Remuneration Report for the year ended 31 December 2025.
This was the third and final year of implementation of the Remuneration Policy approved by shareholders in May 2023, which received
overwhelming support of 97.45%. This annual statement sets out a summary of incentive outcomes and performance for this year,
considering business performance and other factors, such as the wider stakeholder experience.
In line with the three-year policy cycle, the Remuneration Committee has conducted a full review of the 2023 Remuneration Policy.
This annual statement summarises the review and the key changes for the 2026 Remuneration Policy, which will be put to a binding
shareholder vote at the 2026 AGM on 7 May 2026.
99
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
The Committee carefully considered the appropriateness of the
2025 BBP targets and the respective formulaic BBP outcomes
in light of the overall business performance on a holistic basis,
including consideration of the experience of stakeholders in 2025.
The Committee determined that no discretionary adjustment would
be appropriate to the 2025 BBP outcome and that the formulaic
outcome fairly reflects the underlying performance of the business.
Further details of the experience of stakeholders in 2025 are set out
on
PAGE 105.
The CEO and CFO have 2023 RSP awards vesting in April 2026.
The Committee assessed overall performance on a holistic basis in
relation to the CEO’s and CFO’s awards, in line with the underpin
framework that applies to the RSP.
The underpin allows the Remuneration Committee to make
adjustments to the level of vesting if the Committee believes due to
business performance, individual performance or wider Company
considerations that the vesting should be adjusted. Within this
assessment, the Committee reviewed:
• Underlying financial performance, considering key financial
indicators in particular;
• Operational performance;
• Individual performance;
• ESG performance and impact; and
• Stakeholder experience, including, but not limited
to, shareholders.
The Committee is satisfied that the 2023 RSP underpin has been met
for the CEO’s and CFO’s awards and no reduction in vesting level in
April 2026 is appropriate.
As noted in last year’s report, the CEO’s 2022 RSP award was a
delayed grant due to his joining date and vested in September 2025.
The Committee conducted a review of the CEO’s underpin ahead of
vesting in September 2025, considering the factors set out above, and
determined that the underpin was met for the CEO’s 2022 RSP, and
no reduction in vesting level was appropriate.
In line with the 2023 Remuneration Policy, the CEO and CFO received
an RSP grant of 100% and 75% of salary, respectively, in 2025. As set
out in detail in last year’s report, the qualitative holistic underpin
continues to apply to the RSP, which will be assessed at the point
of vesting.
Our 2026 Remuneration Policy
In line with the three-year Policy cycle, the Remuneration Committee
conducted a full review of the 2026 Remuneration Policy in 2025.
Our updated 2023 Remuneration Policy will be put to a binding
shareholder vote at the 2026 AGM on 7 May 2026.
The Committee reviewed the current Policy within the context of
the business strategy, market practice and shareholder expectations.
Our remuneration proposals have been developed in light of this, to
ensure that the Policy and its implementation remains fit for purpose,
competitive, and supportive of our strategy, culture and values.
Following the review, the Committee determined that the overall
remuneration structure of a single annual incentive and single long
term incentive remains fit for purpose and aligned to the business
strategy. However, the Committee is proposing several changes to
enhance the simplicity of the remuneration structure and bring it
more in line with typical UK market practice. In that context the
following changes are proposed to the Policy for 2026:
• Replace the BBP: The BBP will be replaced with a conventional
annual bonus with deferral. 50% of any bonus earned will be
deferred into shares for two years. This is reduced to 25% of
any bonus earned once an Executive Director has met their
shareholding requirement.
• Remove the Salary Substitute Restricted Shares: Return to the
market standard approach of delivering salary fully in cash,
rather than as a mix of cash and shares. However, the Policy will
continue to provide flexibility in the future to deliver a portion in
shares, if appropriate.
100 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
The Committee engaged with the top c.58% of shareholders and ISS,
IVIS and Glass Lewis to receive feedback on the proposed changes to
the Policy and its implementation for 2026. Feedback was generally
positive in respect of the proposed approach, and shareholders
welcomed the simplification of the Policy.
Some preference was expressed for a highly leveraged long-term
incentive linked to share price performance. The Committee
considered this carefully and determined that retaining the RSP at
this stage remains appropriate given the stability it brings to the
package alongside a direct link of the Executive Directors with share
price performance. We also noted the challenges of adopting a highly
leveraged incentive structure within the confines of the UK corporate
governance environment. However, the Committee will keep the
design of the long-term incentive under review over the coming
Policy period to ensure it remains appropriately aligned with the
business’s strategy and shareholders.
2026 Policy Implementation
Executive Directors’ base salary review
Following review, the Remuneration Committee has decided to
maintain the CEO’s and CFO’s current salary for 2026, in line with
the decision not to award any inflationary salary increases to the
Executive Leadership Team.
2026 incentives
2026 incentives will be operated in line with the shareholder
approved 2026 Remuneration Policy. From 2026 the CFO’s quantum
will be brought in line with the CEO’s incentive opportunity. As such,
the CEO and CFO will be eligible for an annual bonus opportunity
of 150% of salary and an RSP grant of 100% of salary. As a result of
these changes to incentive quantum for the CFO, his shareholding
requirement will also increase to 250% of salary (from the current
200% of salary) to bring it into line with the CEO.
The Committee reviewed the current selection of performance
measures for use in the annual bonus for 2026 and determined
that they remained generally appropriate and supportive of our
strategic priorities. For 2026, the employee experience measure
will be replaced with a broader people and culture measure, with
an increased weighting of 15% (currently 10%) and reduce the
market share growth metric to 15% (split equally between sales
market share growth and lettings organic market share growth).
This change reflects our enhanced focus on people and culture,
recognising the value it brings to both shareholders and employees.
The appropriateness of this change will be reviewed again by the
Committee for the 2027 financial year.
In addition, following shareholder feedback during the consultation
process, the Committee determined that the adjusted operating
profit measure within the annual bonus will be measured on a per
share basis for 2026 onwards. This change will ensure that the
metric actively incorporates a focus on capital allocation as well as
driving the core profitability of the business. Specifically measuring
profit on a per share basis will ensure that the returns available from
acquisitions versus share buybacks are very carefully considered
which we know is a key focus for some of our largest shareholders,
and it also protects against shareholder dilution. This further aligns
management incentives and reward outcomes with the experience of
our shareholders and aligns with the Board’s focus on how strategic
activity is undertaken to maximise shareholder returns.
The RSP operates with a defined holistic underpin that allows the
Remuneration Committee to apply discretionary adjustments
to the level of vesting if the Committee believes due to business
performance, individual performance or wider Company
considerations that the vesting should be adjusted. The Committee
will continue to implement the defined framework that was
developed in 2022 to assess performance over the period, to ensure
that it is robustly and thoroughly assessed. To further embed the
importance of people and culture within remuneration, people
and culture will be incorporated as an explicit element of the RSP
qualitative underpin for future grants, in addition to the existing
elements of the underpin.
ANNUAL STATEMENT FROM THE REMUNERATION COMMITTEE CHAIR CONTINUED
DIRECTORS’ REMUNERATION REPORT CONTINUED
101
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
CEO LTIP Buyout Award
Upon appointment on 5 September 2022, and as disclosed in
the 2022 Annual Report, the CEO was awarded an LTIP buyout
award which requires the Group's share price to exceed 70 pence
for any 30 consecutive days over the vesting period. This buyout
was due to mature in September 2025, however the 30 day hurdle
would not have been met by that stage. As disclosed in our Interim
Results published on 30 July 2025, given the CEO's importance to
the ongoing success of Foxtons, the financial progress achieved
under his tenure, and the impact of external market volatility and
macroeconomic factors weighing on the Company's share price, the
Remuneration Committee decided to extend the vesting period by
12 months to 5 September 2026, whilst retaining the original stretch
performance target.
The Committee recognises it is unusual to make such an adjustment
to an in-flight award, however the unique circumstances were such
that after careful consideration and engagement with our largest
shareholders, the Committee agreed that the decision was in the
long term best interests of our shareholders. There will be no further
amendments to this award.
Wider Workforce
During 2025, Foxtons reviewed wider workforce salaries considering
continued high inflation levels and the cost of living crisis and
awarded an average salary increase of 4% for eligible employees.
For those members of the wider workforce who receive variable pay,
which includes commission payments and bonuses, there was no
increase in variable pay from 2024 to 2025.
For 2026, base salary increases for eligible employees will average
c.3%, with certain junior employee groups receiving higher base
salary increases, for example trainee negotiators and other front
office support staff will receive a c.4.1% base salary increase in April
2026 reflecting the change in National Living Wage.
More broadly, in October 2025, Foxtons launched its new people
initiative, “Getting It Done. Together”, as the business continues
to build on the work to date to foster a respectful, rewarding and
inspiring culture, which delivers a better stakeholder experience.
Further details can be found within the Responsible Business report
on
PAGE 43.
Conclusion
Financial performance in 2025 was mixed, with the Executive team
continuing to deliver against the Group’s strategy in a challenging
external environment. We have continued to invest in our people
and culture and to make progress in this area; it is an area of focus for
2026. On balance, the Committee is satisfied that the remuneration
outcomes for 2025 are appropriate in light of the experience of
our shareholders and wider stakeholders and are certain that the
proposed Policy and its implementation for 2026 continue to be
fit for purpose, competitive, and supportive of our strategy, culture
and values.
We look forward to receiving any shareholder feedback and hope to
receive support in favour of our Remuneration Report and the 2026
Remuneration Policy at our upcoming AGM.
Annette Andrews
Chair of the Remuneration Committee
4 March 2026
102 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Responsibilities of the Committee
The Committee’s responsibilities as outlined in its Terms of Reference, are:
• To determine the Remuneration Policy for Executive Directors and Senior Management, in the context of pay and conditions across the
wider workforce.
• To review workforce remuneration and related policies across the Company as a whole.
• To design and approve specific remuneration packages and their implementation, which include salaries, bonuses, equity incentives,
pension rights and benefits.
• To review the Executive Directors’ service contracts.
• To consider the external business environment, market changes and benchmarking data.
• To ensure failure is not rewarded and that steps are always taken to mitigate loss on termination, within contractual obligations.
• To approve the terms, recommend grants and approve the vesting outcomes under the Group’s incentive plans.
The Committee’s Terms of Reference were reviewed during the year and were updated in 2025 in line with the 2024 UK Code of Corporate
Governance. The terms of Reference can be found on the Group's website at: www.foxtonsgroup.co.uk/our-responsibility/corporate-governance.
Since the last Directors’ Remuneration Report, the Committee held four scheduled meetings. The Committee’s main activities and areas of
focus were as follows:
Aug
2025
Oct
2025
Dec
2025
Feb
2026
Reviewed the Remuneration Policy and outstanding incentives ahead of the 2026 AGM
● ● ●
Reviewed the annual bonus performance measures
● ●
Reviewed trends and governance developments.
●
Reviewed Senior Management remuneration, including 2026 packages and share-based awards.
● ●
Reviewed the Committee’s performance evaluation results.
●
Reviewed the training and development needs of the Committee.
●
Reviewed the Executive Directors’ and the Chairman’s remuneration for 2026.
●
Reviewed and approved the outturn of 2025 bonus payments for Executive Directors and Senior Management.
●
Reviewed holistic underpin and vesting of CEO 2022 RSP and Executive Director 2023 RSPs.
● ●
Reviewed and approved the 2025 Directors’ Remuneration Report.
●
Reviewed workforce remuneration.
●
Reviewed the latest Gender Pay Gap Report and Gender Pay Gap benchmarking.
● ●
Reviewed Executive Director remuneration, including 2026 packages, annual bonus 2026 targets and
2026 share awards.
●
THE WORK OF THE COMMITTEE
Committee Support
During the year, we sought internal support from the CEO and CFO whose attendance at Committee meetings was by invitation from the
Chair, to advise on specific questions raised by the Committee and on matters relating to the performance and remuneration of the Senior
Management team. The Company Secretary acts as Secretary to the Committee. No Director was present for any discussions that related
directly to their own remuneration. Our adviser is PwC, with further details provided on
PAGE 133.
Annual Evaluation of the Remuneration Committee’s Performance
As part of the internal Board evaluation this year, the performance of the Remuneration Committee was reviewed and no material
concerns were identified.
Engagement with Stakeholders
As set out in the Remuneration Committee Chair’s letter, we engaged with our top 58% of shareholders, ISS, IVIS and Glass Lewis to consult on
our Remuneration Policy review. The Committee Chair is available at the AGM to answer any further questions from shareholders on the work
of the Committee. For further information on engagement with stakeholders refer to
PAGES 18 TO 21.
103
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Remuneration in Respect of 2025
The Remuneration Policy operated as intended during the year. The following tables set out what our Executive Directors earned during
the year:
Fixed Components
Current Executive Directors
Guy Gittins, CEO Chris Hough, CFO
Salary: (10% in Salary Substitute Restricted Shares) £468,000 Salary: (10% in Salary Substitute Restricted Shares)
1 January to 31 March 2025: £274,000
1 April to 31 December 2025: £300,000
Pension: 3% of base salary Pension: 3% of base salary
Benefits: Company car (or allowance), life assurance and private
medical insurance
Benefits: Company car (or allowance), life assurance and private
medical insurance
Variable Components
2025 Annual BBP outcome
Bonus
outcome
(% of
maximum)
Maximum
bonus
(% of salary)
Salary
(£’000)
Bonus
outcome
(£’000)
Bonus
outcome
(% of salary)
CEO
12.5%
Guy Gittins 150% 468.0 87.8 19%
CFO
Chris Hough 125% 293.5 45.9 16%
More detail on the performance condition outcomes are set out on PAGE 128.
Each year the bonus outcome contributes to the participants’ plan account with 50% of the plan account balance paid out in cash and 50% paid
out in shares. 100% of the balance in the final fourth year of the plan will normally be settled in the form of shares transferred or allotted to the
participant. 2025 was the third year of the second cycle of the BBP.
The table below summarises the movements in participants’ cycle two plan account from 1 January 2025 onwards:
CEO
Guy Gittins
(£’000)
CFO
Chris Hough
(£’000)
Value of deferred notional shares carried forward over to 2025 459.6 217.5
2025 share price change
1
(46.4) (21.9)
Value of deferred notional shares in plan account at 31 December 2025 (end of year three of the plan) 413.3 195.6
Bonus contribution made at the start of 2026 in respect of performance over 2025 87.8 45.9
Dividend equivalent contributed 8.4 4.0
Cumulative account following bonus contribution and dividends 509.4 245.4
Less: 2026 cash payment out of the plan account (50% of cumulative account) (254.7) (122.7)
Value of deferred notional shares to be paid in shares in early 2027 254.7 122.7
1
Reflects the revaluation of the deferred notional shares carried forward over to 2025 from 65.4 pence per share to 58.8 pence per share, being the mid-market value of
a share for the 30-day period to 31 December 2024 and 30-day period to 31 December 2025 respectively.
DIRECTORS’ REMUNERATION REPORT AT A GLANCE
104 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Long-term incentive plans vesting during 2025
The Committee was satisfied that the underpin was met for the Executive Directors’ 2022 RSP awards, and as such, these vested during the year
as set out in the table below:
Long-term incentives
CEO
Guy Gittins
CFO
Chris Hough
RSP awards that vested based on vesting period ended in the year (2022 RSP)
Number of shares granted 395,739 337,230
Total number of shares vested (including dividend equivalents) 417,345 349,875
Total value of shares on vest £230,096 £213,657
Value of vested shares attributable to share price growth
1
£73,541 £65,310
Value of vested shares attributable to dividend equivalents £11,912 £7,722
1
Reflects the value attributable to share price growth between grant and vest. This is calculated based on the average of the closing share prices over the three Dealing
Days preceding the date of grant and preceding the date of vest. For the CEO, this is from 36.55 pence to 55.13 pence, based on a grant date of 5 September 2022.
For the CFO this is from 41.70 pence to 61.07 pence, based on a grant date of 1 April 2022.
Guy Gittins and Chris Hough also had 70,015 and 119,904 Salary Substitute Restricted Shares vesting during the year, respectively. The total number
of shares vesting (including dividend equivalents) were 73,837 and 124,400 shares, respectively. The value of these shares on vest were £40,709 and
£75,967, respectively.
Total single figure of remuneration
0
200
400
600
800
1,000
1,200
1,400
2025
CEO
44
44
468
1,062
506
2025
CFO
588
317
23
23
225
Total fixed pay BBP RSP Share price growth
£000
Fixed Pay Bonus (cash) Bonus (notional shares) RSP shares granted
2
1
Fixed pay includes base salary (cash and Salary Substitute Restricted Shares), pension and benefits.
2
Value of RSP awards are included in the year of grant and have a three-year vesting period and a two-year holding period.
In line with the remuneration reporting regulations, the RSP awards have been included in the year of grant for the purposes of calculating the
total single figure of remuneration, which impact both the 2024 and 2025 total single figure. While the RSP award is included in the total single
figure amount in the year of grant, it does not actually vest until three years after grant and is then subject to a further two-year holding period.
Only once it vests is the Executive Director unconditionally entitled to the award.
When considering the appropriateness of incentive outcomes, the Committee considers these in light of business performance, as set out in
the Annual Statement from the Remuneration Committee Chair, as well as the wider stakeholder experience. The table below sets out the
stakeholder experience in the year. On this basis, the Committee is satisfied that the above incentive outcomes are appropriate.
105
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Experience during 2025
Employees • The overall employee base of the Group has remained stable over the year.
• Wider workforce inflationary basic salary increases of 4% (excluding Executive Directors) and wider workforce
variable pay outcomes were flat against 2024 (excluding Executive Directors).
• Bonus outcomes of 51% of maximum opportunity for Senior Management, excluding Executive Directors.
• Enhanced employee experience through several CEO led initiatives, including:
• reviewing people and culture initiatives across the business;
• launching a new employee value proposition to improve employee experience throughout the lifecycle;
• launching a new manager career development programme designed to support senior management
succession and improve diversity at senior management levels;
• making further enhancements to training programmes; and
• improving employee feedback mechanisms so positive action can be taken to improve experience
and staff retention.
Investors • Share price decreased by 14% from 69p at the end of 2024 to 59.5p at the end of 2025.
• Total shareholder return (TSR) performance of (11.9)% in 2025.
• Total 2025 dividend of 1.17p per share (2024: 1.17p per share).
Directors • No increase to Non-Executive Director fees for 2025, including the Chairman.
• No CEO salary increase in 2025.
• CFO salary increased to a level that remains below market as explained in the 2024 Annual Statement from
the Remuneration Committee Chair.
• CEO and CFO sacrificed 10% of salary in restricted shares with a three-year vesting period and a two-year
holding period.
Customers • Further investments in customer service capability, including embedding customer service questionnaires,
enhanced complaints analysis, enhanced employee training and launching remuneration structures that
reward excellent customer service.
• Continued to deliver high levels of customer satisfaction with a Google rating of 4.6 out of 5 (2024: 4.5).
Wider society • Environmental and social initiatives continue to be progressed, further details are provided in the ESG
Committee’s report set out on
PAGES 87 TO 89.
106 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
SUMMARY OF PROPOSED CHANGES TO THE DIRECTORS’ REMUNERATION POLICY
AND IMPLEMENTATION IN 2026
Executive Director Remuneration under the 2026 Remuneration Policy
The Remuneration Committee is required to put the new 2026 Remuneration Policy to a binding shareholder vote at the AGM to be held on
7 May 2026, as the current Policy that was approved at the May 2023 AGM is approaching the end of its three-year approval period. This new
Policy will take effect from the date of that meeting and is intended to apply for three years.
Following its detailed review, the Committee determined that the overall remuneration structure of a single annual incentive and single long
term incentive remained appropriate. However, the Committee are proposing several changes to enhance the simplicity of the remuneration
structure and bring it more in line with typical UK market practice. In that context, the following changes are proposed to the Policy for 2026:
• Replace the current Bonus Banking Plan (“BBP”) with a conventional annual bonus with deferral.
• Return to the market standard approach of delivering salary fully in cash, rather than as a mix of cash and shares.
In addition to the above, the Committee also determined it appropriate to adjust some elements of the implementation of the Policy in 2026,
within the flexibility already provided under the current Policy, in order to ensure the arrangements continue to be competitive, and reflect our
focus on embedding a high standard of culture within Foxtons. These changes are as follows:
• Increase the CFO’s annual bonus opportunity level from 125% to 150% of salary, and Restricted Share Plan (“RSP”) opportunity level from
75% to 100% of salary, in line with that of the CEO.
• Increase the CFO’s shareholding requirement from 200% to 250% of salary, in line with the CEO’s requirements.
• Integrate a ‘people and culture’ annual bonus performance measure and set this with a weighting of 15% of maximum bonus (versus the
10% of maximum currently for the Employee Experience that it will replace).
• Measure the adjusted operating profit annual bonus performance measure on a per share basis (rather than absolute basis).
• Integrate ‘people and culture’ as an explicit element of the RSP qualitative underpin.
The diagram below sets out the key components of Executive Director remuneration with each element colour coded and referred to
throughout the Report.
Base salary Benefits Pension Annual bonus RSP Total
Competitive salary
to attract the right
calibre of Executive
Paid 100% in cash
+
Competitive
benefits to attract
the right calibre
of Executive
+
Both Executive
Directors:
In line with
workforce employer
contribution rate
(3% of base salary)
+
150% of salary
maximum
Key financial,
operational and
stakeholder
performance
indicators
50% deferral in
shares, reducing
to 25% once the
executive has met
their shareholding
requirement
+
100% of salary
maximum
Three-year vesting
subject to underpin
Two-year
holding period
=
Total
Remuneration
Shareholding guidelines: 250% of salary for the CEO and CFO, extending in full for two years post–cessation of employment
Our key objective for the Remuneration Policy is to help promote the long-term sustainable success of the Company by providing fair and
competitive remuneration packages that attract, retain and motivate Executive Directors and Senior Management of the right calibre to deliver
the Company’s strategy, while aligning remuneration with shareholder interests.
This is achieved by a significant proportion of remuneration being in the form of variable pay, linked to the achievement of stretching targets
that align with the Company’s strategic goals, as well as a significant proportion of remuneration delivered in long-term equity to encourage
sustainable shareholder value creation.
The Committee aims to ensure that remuneration arrangements are clear, simple, not excessive and are aligned with the Company’s purpose,
culture and values, with mechanisms in place to ensure there are no rewards for failure. When setting the Remuneration Policy, the Committee
takes into account remuneration across the organisation as a whole, where variable pay is a relatively high component throughout.
107
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
A summary of the Policy and how it is intended to operate in 2026 is set out in the following table.
Purpose and link to strategy Operation/details Implementation in 2026
Base salary
Core element of remuneration
set at a level to attract and retain
Executive Directors of the required
calibre to successfully deliver the
Group’s strategy.
Salary Substitute Restricted
Shares increase alignment to the
shareholder experience.
Salary increases are typically in line with those
of the wider workforce.
Typically reviewed on an annual basis considering
several factors, including:
• Scope and responsibilities of role;
• Individual skills, experience and performance;
• Business performance and the external
economic environment;
• Appropriate market data; and
• Pay and conditions elsewhere in Foxtons.
The salary is delivered fully in cash. However, the
Policy provides flexibility to deliver a portion in
shares, if appropriate.
Base salary from 1 April 2026:
CEO: £468,000 (0% rise). £468,000 prior to
1 April 2026.
CFO: £300,000 (0% rise). £300,000 prior to
1 April 2026.
Base salary increases for eligible employees
estimated to be 3% on average.
10% of the CEO and CFO’s base salary will be paid in
Salary Substitute Restricted Shares up to 31 March
2025 and will be paid fully in cash beyond this.
Benefits
To provide Executive Directors with
market competitive benefits consistent
with the role.
May include (but are not limited to) a company car
or cash equivalent, life assurance, private medical
insurance, health club membership and other
benefits as appropriate.
All Executive Directors: Company car (or allowance),
life assurance and private medical insurance.
Pension
To provide funding for Executive
Directors’ retirement.
Pension contributions are, and will continue to be, set
in line with the majority employer contribution rate
for the wider workforce
CEO: 3% of base salary
CFO: 3% of base salary
Annual bonus
Variable pay opportunity set at a
market competitive level designed
to motivate and reward Executive
Directors for the achievement of
business objectives on an annual basis
to enable successful implementation
of the Group’s strategy.
Aligns the interests of Executive
Directors with shareholders and
contributes to the retention of key
individuals by deferring part of the
annual bonus in shares or
share- linked units.
Maximum opportunity is 150% of salary.
For threshold performance, 25% of the maximum
will be payable.
For target performance, 50% of the maximum will
be payable.
For maximum performance, 100% of the maximum
will be payable.
50% of any bonus earned will be deferred into shares
for two years. This is reduced to 25% of any bonus
earned once an Executive Director has met their
shareholding requirement.
Malus and clawback provisions apply.
CEO and CFO maximum opportunity for 2026:
• 150% of base salary
Performance measures for 2026 (% weighting):
• 70% adjusted operating profit per share;
• 15% market share growth (split equally between
sales market share growth and lettings organic
market share growth);
• 15% people and culture – operated as a
scorecard assessing performance against key
focus areas, including:
• Recruitment and succession;
• Learning and development;
• People and culture and employee relations;
• Employee engagement;
• Retention;
• Performance management and feedback.
The CEO and CFO have both achieved their
shareholding requirement, and as such, assuming
that this remains the case at the end of 2026, 25% of
any bonus earned will be deferred with the remainder
paid in cash.
Targets are considered commercially sensitive and
will be disclosed retrospectively for all information
that is no longer commercially sensitive.
108 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
RSP
To encourage and facilitate substantial
long-term share ownership and reward
the delivery of sustainable value over
time in a cyclical business.
Maximum award is 100% is salary.
Awards vest after three years, subject to continued
employment and assessment of an underpin.
Following vesting, an additional two-year holding
period will apply, such that shares are not released
until five years from grant.
Malus and clawback provisions apply.
CEO and CFO maximum opportunity for 2026:
100% of base salary
No performance measures are associated with
the grant of awards. Vesting is subject to a robust
qualitative discretionary underpin, see
PAGE 115
for further details.
Shareholding guidelines
The Committee believes that Executive
Directors should build a sizeable
shareholding in the Company over
time to ensure that they are as closely
aligned as possible with the shareholder
ownership experience.
The minimum shareholding guideline is 250% of gross basic salary for both the CEO and CFO. This is set in
line with the total maximum incentive opportunity that each Executive will participate in under the annual
bonus and RSP for 2026. If a future Executive participates in the incentives with a lower total maximum
opportunity level then the shareholding requirement would be set a proportionately lower level to reflect
this. Executive Directors are required to retain the post-tax number of vested shares from the RSP until the
minimum shareholding requirement is met and maintained.
Shares that count towards the shareholding requirement include:
• Shares owned outright.
• Unvested shares which are not subject to further performance conditions, on a net of tax basis.
Employment conditions and performance underpins may apply to these shares i.e. unvested deferred
bonus shares and unvested Salary Substitute Restricted Shares.
• Shares which have vested, but which remain subject to a holding period and/or clawback, may count
towards the shareholding requirement.
On cessation of employment, Executive Directors are required to retain the lower of their minimum
shareholding requirement and actual shareholding immediately prior to departure for two years.
Framework to assess the RSP qualitative underpin
Vesting under the RSP is subject to a discretionary underpin that allows the Remuneration Committee to make adjustments to the level of
vesting if the Committee believes due to business performance, individual performance or wider Company considerations that the vesting
should be adjusted.
The Committee is satisfied that the operation of a holistic discretionary underpin is the most appropriate approach for Foxtons. Given the
challenges inherent in setting long-term targets, it is essential that the Committee retains the flexibility to assess performance ‘in the round’
and review all elements of performance as a whole, rather than implementing quantitative targets that may reduce the relevance of the
underpin at the point of final assessment.
To ensure that the qualitative underpin is robustly and thoroughly assessed, the Committee has developed a framework to assess performance
over the period. In particular, the Committee will reduce the vesting level of the RSP if any of the following are considered to be below a
satisfactory level:
• Underlying financial performance, considering key financial indicators;
• Operational performance;
• Individual performance;
• ESG performance and impact;
• People and culture; and
• Stakeholder experience, including, but not limited to shareholders.
109
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
RSP
MEASURING PERFORMANCE
EMPLOYEES AND CUSTOMERS
People and culture metrics, including
employee retention and engagement
Customer satisfaction
OPERATIONAL PERFORMANCE
Market share growth
Balance of business
Productivity
ANNUAL BONUS
Adjusted operating profit per share
Market share growth
(sales and lettings)
Supports the delivery of sustainable shareholder value through the build-up of a material shareholding
and provides a shared ownership experience with the Group’s shareholders.
Discretionary underpin reflects business performance, individual performance and wider Company
considerations including the wider stakeholder experience.
People and culture
The following 2026 performance measures support the implementation of our strategy:
OUR STRATEGIC PRIORITIES
Refer to PAGES 16 AND 17 of the Strategic Report for further details on the Group’s strategic priorities.
How the 2026 Annual Bonus Performance Measures Support the Implementation of the
Group's Strategy
In executing our strategy, we aim to create sustainable value and positive outcomes for our shareholders and all other stakeholders. We have
reviewed the performance measures we use for our incentives to ensure that they support the delivery of our strategy. The diagram below
demonstrates how our incentive measures align to our strategy.
3. SALES
GROWTH
4. FINANCIAL SERVICES
GROWTH
2. LETTINGS
ACQUISITIVE GROWTH
1. LETTINGS
ORGANIC GROWTH
FINANCIAL PERFORMANCE
Revenue and volume
Adjusted operating profit and adjusted
operating profit per share
Net free cash flow
110 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Positioning of Remuneration Versus the FTSE Small Cap
The following charts show for the CEO and CFO the position of their base salary and on-target total remuneration compared to the FTSE Small
Cap. The charts demonstrate the normal annual package of the CEO and CFO, i.e. salaries from 1 April 2026 on a full year basis and excluding
buyout awards that were awarded to the CEO on appointment to compensate for the forfeiture of incentive arrangements held with his
previous employer.
0
200
400
600
800
1,000
1,200
Base
Salary
Total
Remuneration
Lower quartile to median
Median to upper quartile
Foxtons CFO
CFO
£’000
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
Base
Salary
Total
Remuneration
Lower quartile to median
Median to upper quartile
Foxtons CEO
CEO
£’000
The charts highlight that both the CEO and CFO Total Remuneration packages are competitively positioned in relation to the FTSE Small Cap.
111
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Our New 2026 Directors' Remuneration Policy
The Remuneration Committee is required to put the new 2026 Remuneration Policy to a binding shareholder vote at the next AGM to be held
on 7 May 2026, as the current Policy that was approved at the May 2023 AGM is approaching the end of its three-year approval period.
This new Policy, set out below, will take effect from the date of that meeting and is intended to apply for three years.
Our remuneration principles
The Company applies the following remuneration principles throughout the organisation at all levels:
• The Company’s policy is to target a remuneration package that is at around median, for median performance, and in the upper quartile for
exceptional performance, and which is closely linked with the Company’s strategic objectives.
• In setting all elements of remuneration the Company seeks to benchmark itself against comparable companies.
• The aim of the Company’s Policy is to attract, retain and continue to motivate talented employees while aligning remuneration with the
achievement of the Company’s strategic objectives.
In line with this, our key objective for the Remuneration Policy is to help promote the long-term sustainable success of the Company by
providing fair and competitive remuneration packages that attract, retain and motivate Executive Directors and Senior Management of the right
calibre to deliver the Company’s strategy, while aligning remuneration with shareholder interests. This is achieved by a significant proportion
of remuneration being in the form of variable pay, linked to the achievement of stretching targets that align with the Company’s strategic
goals, as well as a significant proportion of remuneration delivered in long term equity to encourage sustainable shareholder value creation.
The Committee aims to ensure that remuneration arrangements are clear, simple, not excessive and are aligned with the Company’s purpose,
culture and values, with mechanisms in place to ensure there are no rewards for failure. When setting the Remuneration Policy, the Committee
takes into account remuneration across the organisation as a whole, where variable pay is a relatively high component throughout.
How did the Committee determine the new Remuneration Policy?
The process the Committee went through in determining the new Remuneration Policy was as follows:
• The Committee considered the Company’s strategy, how the current Remuneration Policy related to and supported the strategy, and
formed its own views on the changes (if any) required to the Policy to align with the strategy.
• The Committee considered feedback from shareholders and investor bodies on the 2023 Directors’ Remuneration Policy and recent
remuneration reports.
• The Committee sought advice from its independent remuneration consultant on market best practice, regulations and current investor
sentiment in formulating the new Remuneration Policy.
• The Committee reviewed the wider workforce remuneration and incentives to ensure the approach to Executive remuneration
is consistent.
• The Committee consulted with Executive Directors on the Remuneration Policy and potential changes.
• The Committee conducted a consultation exercise with major shareholders on the changes.
The Committee was mindful in its deliberations on the new Remuneration Policy of any potential conflicts of interest and sought to minimise
them through an open and transparent internal consultation process; by seeking independent advice from its external advisers and by
undertaking a shareholder consultation exercise, as set out on
PAGE 100.
112 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Policy for Executive Directors
Details of the Remuneration Policy for Executive Directors under the new Policy are provided below.
Purpose and link Strategy Operation Maximum Performance framework
Base salary
Core element of
remuneration set at a
level to attract and retain
Executive Directors of
the required calibre to
successfully deliver the
Group’s strategy.
Salary increases are typically in line
with those of the wider workforce.
Typically reviewed on an annual
basis considering several factors,
including:
• Scope and responsibilities of role.
• Individual skills, experience
and performance.
• Business performance and the
external economic environment.
• Appropriate market data.
• Pay and conditions elsewhere
in Foxtons.
Base salary will normally be paid
in cash. A portion of the salary
may be paid in Salary Substitute
Restricted Shares. Note that the
full gross base salary (cash plus
any Salary Substitute Restricted
Shares) will be used to calculate
all other remuneration elements
that are set as a percentage of
base salary. If implemented, Salary
Substitute Restricted Shares would
typically be subject to a three-year
vesting period, subject to continued
employment only. A two-year
holding period would typically apply
after vesting.
Any Salary Substitute Restricted
Share Awards would be subject to
malus and clawback provisions (see
PAGE 115 for details).
There is no prescribed maximum
limit on salaries. However, salary
increases will ordinarily be in line
with those of the wider workforce.
Increases may be made above this
in certain circumstances, including
(but not limited to):
• An increase in scale, scope or
responsibilities of the role.
• Where individuals have been
recruited or promoted with
salaries below the targeted policy
level initially and have become
more established in their role.
Not applicable. No recovery
provisions apply to the cash portion
of base salary.
Proposed changes: Move to a market standard approach of paying salary 100% in cash, opposed to the previous approach of settling a proportion
in Salary Substitute Restricted Shares.
Benefits
To provide Executive
Directors with market
competitive benefits
consistent with the role.
Benefits provided to Executive
Directors may include (but are not
limited to) a company car or cash
equivalent, life assurance, private
medical insurance, health club
membership and other benefits
as appropriate.
Executive Directors are eligible to
participate in any all-employee
share plans on the same basis as
other employees, should such plans
be implemented by the Group.
Additional benefits may be offered
such as relocation allowances,
subject to the maximum period over
which allowances shall be provided
not exceeding two years.
Executive Directors may utilise the
services of the Company under the
same preferential terms as all
other employees.
Benefits may vary by role and
individual circumstance and are
reviewed periodically.
There is no overall maximum.
Not applicable.
No recovery provisions.
Proposed changes: No proposed changes.
113
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Purpose and link Strategy Operation Maximum Performance framework
Pension
To provide funding for
Executive Directors’
retirement at market
competitive levels
consistent with the role.
Executive Directors may receive
pension contributions to a personal
pension scheme and/or cash
allowances in lieu of contributions.
• Pension contributions are set in
line with the majority employer
contribution rate for the wider
workforce (currently 3% of
base salary).
• For any new appointment,
pension contributions will
be in line with the majority
employer contribution for
the wider workforce.
Not applicable.
No recovery provisions.
Proposed changes: No proposed changes.
Annual bonus
Variable pay opportunity
set at a market competitive
level designed to motivate
and reward Executive
Directors for the
achievement of business
objectives on an annual
basis to enable successful
implementation of the
Group’s strategy.
Aligns the interests
of Executives with
shareholders and
contributes to the retention
of key individuals by
deferring part of the annual
bonus in shares.
Annual performance conditions and
targets are set at the beginning of
the respective financial year.
Upon annual assessment of
performance, 50% of any bonus
earned will be deferred into an
award of conditional shares or nil
cost options for two years, with the
remaining paid immediately in cash.
The amount deferred into shares is
reduced to 25% of any bonus earned
once an Executive Director has met
their shareholding requirement.
The plan contains malus and
clawback provisions (Refer to
PAGE 115 for details).
• Maximum opportunity is 150%
of base salary.
• For threshold performance 25%
of the maximum will be payable.
• For target performance, 50% of
the maximum will be payable.
• For maximum performance 100%
of the maximum will be payable.
Performance measures are
determined annually with reference
to the Group’s key strategic business
objectives for the year and are
measured over a period of one
financial year.
A minimum of 50% of the bonus
is based on financial measures.
The remainder is based on
non-financial measures aligned
to the strategic priorities of the
business and may also contain
individual performance objectives.
The Committee retains discretion to
change the performance measures,
targets and weightings part-way
through a performance year if
there is a significant and material
event which causes the Committee
to believe the original measures,
weightings and targets are no longer
appropriate; and make downward or
upward adjustments to the amount
of bonus earned resulting from the
application of the performance
measures, if the Committee believes
due to business performance,
individual performance or wider
Company considerations that the
bonus outcomes should be adjusted.
Any adjustments or discretion
applied by the Committee will be
fully explained in the following year’s
Directors’ Remuneration Report.
Proposed changes: The introduction of a market standard annual bonus with deferral in place of the legacy Bonus Banking Plan.
114 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Purpose and link Strategy Operation Maximum Performance framework
RSP
To encourage and facilitate
substantial long-term share
ownership and reward the
delivery of sustainable
value over time in a
cyclical business.
An award of conditional shares or
nil cost options may be granted
annually. Awards vest after
three years, subject to continued
employment and assessment of
an underpin. Following vesting, an
additional two-year holding period
will apply, such that shares are not
released until five years from grant.
The Committee may award dividend
equivalents on shares held under the
plan to participants to the extent
that they vest.
The plan contains malus and
clawback provisions (Refer to
PAGE 115 for details).
• Maximum award of 100%
of salary.
No performance measures are
associated with the grant of awards.
Vesting is subject to a holistic
qualitative discretionary underpin
that allows the Remuneration
Committee to make adjustments
to the level of vesting if the
Committee believes due to
business performance, individual
performance or wider Company
considerations that the vesting
should be adjusted.
Proposed changes: No proposed changes
Legacy arrangements
The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions
available to it in connection with such payments) that are not in line with the Policy set out in this report where the terms of the payment were
agreed before the Policy came into effect or at a time when the relevant individual was not a Director of the Company.
Minimum shareholding requirement
The Committee believes that Directors should build a sizeable shareholding in the Company over time to ensure that they are as closely aligned
as possible with the shareholder experience. The minimum shareholding guideline is 250% of gross basic salary for both the CEO and CFO.
This is set in line with the total maximum incentive opportunity that each Executive will participate in under the annual bonus and RSP for
2026. If a future Executive participates in the incentives with a lower total maximum opportunity level, the shareholding requirement would
be set a proportionately lower level to reflect this. Executive Directors are required to retain the post-tax number of vested shares from the
deferred bonus and RSP until the minimum shareholding requirement is met and maintained.
Shares that count towards the shareholding requirement include:
• Shares owned outright.
• Unvested shares which are not subject to further performance conditions, on a net of tax basis. Employment conditions and performance
underpins may apply to these shares i.e. unvested deferred bonus shares and unvested Salary Substitute Restricted Shares.
• Shares which have vested, but which remain subject to a holding period and/or clawback, may count towards the
shareholding requirement.
On cessation of employment, Executive Directors are required to retain their minimum shareholding requirement immediately prior to
departure for two years. Where their actual shareholding at departure is below the minimum shareholding requirement, the Executive
Director’s actual shareholding is required to be retained on the same terms and for the same periods. Shares purchased by Executive Directors
outside the Company’s incentive plans are excluded from this requirement. In addition, the Company is using the Employee Benefit Trust or
nominee accounts in which to hold shares to enable the post cessation requirements to be operated.
115
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Malus and clawback polices
Malus is the adjustment of unpaid annual bonus amounts, unvested deferred annual bonus shares, unvested RSP awards or unvested Salary
Substitute Restricted Share Awards, because of the occurrence of one or more circumstances listed below. The adjustment may result in the
value being reduced to nil.
Clawback is the recovery of cash payments made under the annual bonus, vested RSP awards or vested Salary Substitute Restricted Share
Awards as a result of the occurrence of one or more circumstances listed below. Clawback may apply to all or part of a participant’s payment or
award and may be affected, among other means, by requiring the transfer of shares, payment of cash or reduction of awards or bonuses.
The circumstances in which malus and clawback could apply are as follows:
• Discovery of a material misstatement resulting in an adjustment in the audited accounts of the Group or any Group Company.
• If the assessment of any performance condition or condition was based on error, or inaccurate or misleading information.
• The discovery that any information used to determine the bonus outcome or RSP award was based on error, or inaccurate or
misleading information.
• Action or conduct of a participant which amounts to fraud or gross misconduct.
• A material failure of risk management.
• Corporate failure.
• Events or the behaviour of a participant have led to the censure of a Group Company by a regulatory authority which has led to a
significant detrimental impact on the reputation of any Group Company provided that the Board is satisfied that the relevant participant
was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to the participant.
Annual bonus RSP
Malus Up to the date of a cash payment or end of the two year
vesting period of deferred shares
To the end of the three-year vesting period
Clawback Two years post the date of any cash payment under the plan Two years post–vesting
The malus and clawback periods are purposefully designed to align with respective deferral, vesting and holding periods. These are considered
appropriate timeframes to review whether any trigger events have occurred under the malus and clawback provisions. The Committee believes
that the rules of the plans provide sufficient powers to enforce malus and clawback where required.
Discretion
The Committee will operate all incentive plans according to the rules and discretions contained therein to ensure that the implementation of
the Remuneration Policy is fair, both to the individual Director and to the shareholders. The discretions cover aspects such as:
• Selection of participants.
• Timing of grant and vesting of awards.
• Size of awards (subject to the Policy limits).
• Choice of measures, weightings and targets.
• Determining level of payout or vesting based on an assessment of performance.
• Settlement of awards in cash or shares.
• Treatment of awards on termination of employment and change of control.
• Adjustment of awards in certain circumstances, e.g. changes in capital structure, demerger, special dividend, distribution or any other
corporate event which may affect the current or future value of an award.
• Adjustment of performance conditions in exceptional circumstances provided the new targets are fair and reasonable and neither
materially more or less challenging than the original targets.
• Application of malus and/or clawback.
Any such use of discretion will be fully disclosed in the subsequent Directors’ Remuneration Report and may, as appropriate, be the subject of
consultation with the Company’s major shareholders.
Performance measure selection
Performance measures used under the annual bonus are selected annually to reflect the Group’s main short- and long-term objectives and
reflect both financial and non-financial priorities. The performance targets are set to be stretching but achievable, taking into account a range
of internal and external reference points and having regard to the particular strategic priorities and economic environment.
116 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Illustrations of Remuneration Opportunity
The charts below provide estimates of the potential future reward opportunities under the Policy for the CEO and CFO (annualised basis)
and the potential split between the different elements of remuneration under four different performance scenarios: ‘Minimum’, ‘On Target’,
‘Maximum’ and ‘Maximum with share price growth of 50% over three years’. The Minimum scenario includes base salary, pension and benefits
only (i.e. fixed remuneration).
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Minimum On-target
506
1,325
100% 37%
27%
Maximum
Max + 50%
share price
growth
1,676
1,910
29%
42%
28%
25%
37%
25%
13%
CEO remuneration
Total fixed pay BBP RSP Share price growth
36%
£000
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Minimum On-target
324
849
100%
43%
26%
Maximum
Max + 50%
share price
growth
1,074
1,224
34%
41%
25%
29%
21%
14%
CFO remuneration
31%
Total fixed pay BBP RSP Share price growth
£000
36%
Total fixed pay Annual bonus RSP Share price growth
Element Assumptions
Total fixed pay
Base salary expected in 2026:
• CEO £468,000
• CFO £300,000
Pension: 3% of salary for the CEO and the CFO
Benefits: As disclosed in single figure table on
PAGE 127
Annual bonus
Minimum: No payout
On-target: 50% of maximum (75% of salary)
Maximum: 100% of maximum (150% of salary)
RSP
Minimum: No vesting due to operation of the underpin
On-target: 100% of maximum (100% of salary)
Maximum: 100% of maximum (100% of salary)
Share price growth
Impact of 50% share price appreciation on maximum remuneration over three years (on Restricted Shares).
117
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Approach to remuneration on recruitment
In order to maintain the Group’s competitive advantage, it is important that we are able to recruit and retain Directors of the calibre required
to successfully deliver our strategic priorities. When determining the remuneration arrangements of a new appointment to the Board, the
Committee will seek to apply the following principles:
• Although we operate in a competitive market for talent, we are mindful to pay no more than is necessary to attract and retain
high-quality talent.
• The Committee will appoint new Executive Directors with a package that is in line with the Policy in place at the time, as indicated in the
table below.
Approach on recruitment
Salary
The base salary of new appointees will be determined by reference to the individual’s role and responsibilities,
experience and skills, relevant market data and pay and conditions elsewhere in Foxtons.
Base salary may be higher or lower than the previous incumbent. Salary may be set at a lower level initially with the
intention of increasing at a higher than usual rate as the Executive gains experience in the role.
A proportion of salary may be paid in Salary Substitute Restricted Shares, if the Committee determines
this appropriate.
Pension
New appointees will be eligible to receive pension contributions (or cash in lieu) in line with the Policy.
Benefits
New appointees will be eligible to receive benefits in line with the Policy, including relocation benefits if appropriate.
Annual bonus
The structure described in the Policy table will normally apply to new appointees with the relevant maximum being
pro-rated to reflect the proportion of the year served. The Committee retains the flexibility to determine that for the
first year of appointment any annual incentive award will be subject to such terms as it may determine.
RSP
New appointees will be eligible for awards under the RSP which will normally be on the same terms as other
Executives, as described in the Policy table.
• To facilitate recruitment, it may be necessary to “buy-out” remuneration arrangements forfeited on leaving a previous employer. This will
be considered on a case-by-case basis and may comprise cash or performance and non-performance related share awards and would be
in such form as the Committee considers appropriate considering all relevant factors such as the form, performance conditions, expected
value, anticipated vesting and timing of the forfeited remuneration. The Committee’s intention is that the value awarded would be no
more than the commercial value of the awards forfeited.
• For internal promotions, the approach will be consistent with the policy for external appointees. Where an individual has contractual
commitments made prior to their promotion to Executive Director level, the Company will continue to honour these arrangements.
Similarly, if an Executive Director is appointed following Foxtons acquisition of or merger with another Company, legacy terms and
conditions would be honoured.
Service contracts
The current Executive Director service contracts can be terminated by not less than 12 months’ notice respectively given in writing by either
party to the contract. For any new appointments, an Executive Director may initially be hired on a contract requiring 24 months’ notice, which
then reduces pro-rata over the course of the first year of the contract to 12 months’ notice. The Directors are subject to annual re-election at
the AGM. Executive Directors’ contracts are available to view at the Company’s registered office.
Policy on payment for loss of office
Where an Executive Director leaves employment, the Committee’s approach to determining any payment for loss of office will normally be
based on the following principles:
• The Committee’s objective is to find an outcome which is in the best interests of both the Group and its shareholders, while considering
the specific circumstances of cessation of employment. There should be no element of reward for failure.
• The Committee must satisfy any contractual obligations agreed with the Executive Director. This is dependent on the contractual
obligations being in line with the Policy set out in this report, except where the terms of the payment were agreed before the Policy came
into effect or at a time when the relevant individual was not a director of the Company.
• Other than in circumstances where the Company is entitled to terminate employment summarily, if the employment of an Executive
Director is terminated with immediate effect, a payment in lieu of notice may be made which would not exceed 12 months’ base salary.
This payment may be subject to mitigation if alternative employment is taken up during this period.
The Committee may authorise payments for statutory entitlements in the event of termination, reasonable settlement of potential legal claims,
and payment of reasonable reimbursement of professional fees in connection with such agreements.
118 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
The treatment of outstanding incentive awards will be governed by the relevant plan rules as set out in the table below. Provisions under legacy
elements of remuneration that were granted under previous policies will continue to apply.
Plan Good leavers
1
All other leavers Change of control
Salary Substitute
Restricted Share
Awards
• The award will normally be pro-rated for
the period worked during the 12 months
following the date of award.
• Award will vest in full if cessation
occurs more than 12 months after
the date of award.
• The Committee has the following
elements of discretion:
• To determine that an Executive
Director is a good leaver (refer to
footnote 1).
• To determine whether to pro-rate the
award to time if the leaver is within
the first 12 months from award.
• See treatment in
column to the left.
• Award will continue to vest and will
normally be pro-rated at the Board’s
discretion to take account of the date
the corporate event took place during
the normal first 12 months of the
Vesting Period.
• The Committee has discretion to
determine whether to pro-rate the
award to time.
Annual bonus
• Awards in year of cessation
Performance conditions will be measured
at the normal measurement date and that
year’s bonus award normally pro-rated for
the period worked during the financial year.
• The Committee has the following
elements of discretion:
• To determine that an Executive
Director is a good leaver (refer to
footnote 1).
• To determine whether to pro-rate
the Company bonus award to time.
The Committee’s normal policy is
that it will pro-rate for time. It is
the Committee’s intention to
use discretion to not pro-rate in
circumstances where there is an
appropriate business case which will
be explained in full to shareholders.
Deferred bonus awards
• All unvested deferred share awards
will vest on their original timeline.
The Committee has the following
elements of discretion:
• To determine that an Executive
Director is a good leaver (refer to
footnote 1).
• To determine whether the vesting
of the award should be accelerated
to cessation.
• To determine whether to pro-rate the
shares payable for time. As the shares
reflect prior year achievement, subject
to any malus or clawback, the
Committee’s normal policy is that it
will not pro-rate. The Committee will
determine whether to pro-rate based
on the circumstances of the Executive
Directors’ departure.
Awards in the year
of cessation
• No bonus payable for
year of cessation.
Deferred bonus awards
• Any unvested shares
will be forfeited
on cessation
of employment.
Award for the year of change of control
• Performance conditions will be measured
at the date of the change of control, and
the bonus award normally pro-rated to
the date of the change of control.
• The Committee has discretion to
determine whether to pro-rate the
Company bonus award to time.
The Committee’s normal policy is that
it will pro-rate for time. It is the
Committee’s intention to use discretion
to not pro-rate in circumstances where
there is an appropriate business
case which will be explained in full
to shareholders.
Deferred bonus awards
• Unvested deferred bonus awards will be
payable on the change of control.
• The Committee has the following
elements of discretion:
• To determine whether to settle the
deferred bonus in cash or shares or a
combination of both.
• To determine whether to pro-rate the
shares for time. As the shares reflect
prior year achievement, subject to any
malus or clawback, the Committee’s
normal policy is that it will not
pro-rate. The Committee will
determine whether to pro-rate
based on the circumstances of
change of control.
1
The Committee has discretion to determine that an Executive Director is a good leaver. It is the Committee’s intention to only use this discretion in circumstances where
there is an appropriate business case which will be explained in full to shareholders. A good leaver is typically defined as an employee who ceases to hold employment by
reason of: death, injury, ill-health or disability; retirement with the agreement of the Group; redundancy; the participant’s employing Company being transferred to an
entity which is not a Group member; transfer of undertaking; or any other reason at the Committee’s discretion.
119
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Plan Good leavers
1
All other leavers Change of control
RSP
For the year of cessation
• The award will normally be pro-rated
for the period worked during the
financial year.
• The Committee has the following
elements of discretion:
• To determine that an Executive
Director is a good leaver (refer to
footnote 1).
• To determine whether to pro-rate
the Company award to time.
The Remuneration Committee’s
normal policy is that it will pro-rate
for time. It is the Committee’s
intention to use discretion to not
pro-rate in circumstances where
there is an appropriate business
case which will be explained in full
to shareholders.
• To determine whether the award will
vest on the date of cessation or the
original vesting date. The Committee
will make its determination based
amongst other factors on the reason
for the cessation of employment.
• To determine whether the holding
period will apply in full or in part.
The Committee will make its
determination based amongst other
factors on the reason for the cessation
of employment.
Subsisting awards
• Unvested awards will usually vest on the
original vesting date (except on death,
when awards may vest immediately),
subject to assessment of the underpin,
and are normally pro-rated for time.
• The Committee has the following
elements of discretion:
• To determine that an Executive Director
is a good leaver (refer to footnote 1).
• To determine whether to pro-rate
the award to the date of cessation.
The Committee’s normal policy is that
it will pro-rate. The Committee will
determine whether to pro-rate based
on the circumstances of the Executive
Directors’ departure.
• To determine whether the awards vest
on the date of cessation or the original
vesting date. The Committee will
make its determination based
amongst other factors on the reason
for the cessation of employment.
• To determine whether the holding
period for awards applies in part or
in full. The Committee will make its
determination based amongst other
factors on the reason for the cessation
of employment.
For the year of
cessation
• No award for the year
of cessation.
Subsisting awards
• Unvested awards
will be forfeited
on cessation of
employment (unless
otherwise determined
by the Committee).
• Vested awards will
remain subject to the
holding period.
For the year of change of control
• The award will normally be pro-rated to
the date of the change of control.
• The holding period applicable to any
awards will end at the time of change
in control.
• The Committee has discretion to
determine whether to pro-rate the award
to time. The Committee’s normal policy
is that it will pro-rate for time. It is the
Committee’s intention to use discretion to
not pro-rate in circumstances where there
is an appropriate business case which will
be explained in full to shareholders.
Subsisting awards
• Awards will vest on the date of the
change of control pro-rated to time and
the holding period will not apply.
• The Committee has the following
elements of discretion:
• To determine whether the satisfaction
of awards should be in cash or shares
or a combination of both.
• To determine whether to pro-rate
the award to time. The Committee’s
normal policy is that it will pro-rate
for time. The Committee will
determine whether to pro-rate based
on the circumstances of the change
of control.
• Alternatively, awards may be
exchanged for new equivalent awards
in the acquiring Company.
1
The Committee has discretion to determine that an Executive Director is a good leaver. It is the Committee’s intention to only use this discretion in circumstances where
there is an appropriate business case which will be explained in full to shareholders. A good leaver is typically defined as an employee who ceases to hold employment by
reason of: death, injury, ill-health or disability; retirement with the agreement of the Group; redundancy; the participant’s employing company being transferred to an
entity which is not a Group member; transfer of undertaking; or any other reason at the Committee’s discretion.
120 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Differences in Remuneration Policy for Executive Directors compared with other employees
See our section headed “Our approach to fairness and wider workforce considerations” on PAGE 121.
External appointments
It is the Board’s policy to allow Executive Directors to take up one Non-Executive position on the Board of another company, subject to the prior
approval of the Board. Any fee earned in relation to outside appointments is retained by the Executive Director.
Consideration of employment conditions elsewhere in the Group
The Committee takes into consideration the internal relativities of pay levels across the various grades in the organisation when setting
executive pay. Currently, the Remuneration Committee does not formally consult with employees on the Remuneration Policy and framework.
However, when making decisions on Executive Director remuneration, the Committee considers pay and policies across the business.
The Committee Chair will discuss the Remuneration Policy and practice for Executive Directors with the Group’s Employee Engagement
Committee following the publication of the Group’s Annual Report and Accounts.
Policy for Chairman and Non-Executive Directors
The Non-Executive Directors, including the Chairman, do not have service contracts. The appointment of the Chairman and each of the
Non-Executive Directors is for an initial period of up to three years, which is renewable, and is terminable by the Chairman/Non-Executive Director
(as applicable) or the Company on three months’ notice. No contractual payments would be due on termination. The Directors are subject to
annual re-election at the AGM. Non-Executive Directors’ letters of appointment are available to view at the Company’s registered office.
Non-Executive Directors do not receive benefits from the Company, and they are not eligible to join the Company’s pension scheme or
participate in any bonus or share incentive plans. Where specific cash or share arrangements are delivered to the Chairman or Non-Executive
Directors, these will not include share options or any other performance related elements. Any reasonable expenses that they incur in the
furtherance of their duties are reimbursed by the Company (including any tax liability thereon).
Details of the Policy on Non-Executive Director fees are set out in the table below:
Purpose and link to strategy Operation Fee levels
To enable the Group to attract
and retain Non-Executive
Directors of the required
calibre by offering market
competitive fees.
The Chairman is paid an annual all-inclusive fee for all
Board responsibilities.
Non-Executive Directors receive a basic annual Board
fee. Additional fees may be payable for additional
Board responsibilities such as chairmanship or
membership of a Committee, or the role of Senior
Independent Director.
The Chairman and/or Non-Executive Directors may
receive part of their fee(s) in company shares.
The Chairman’s fee is determined by the Committee,
and fees to Non-Executive Directors are determined by
the Board. Fees are reviewed periodically, considering
time commitment, scope and responsibilities, and
appropriate market data.
Expenses incurred in the performance of
Non-Executive duties for the Company may be
reimbursed or paid for directly by the Company,
including any tax due thereon.
Fee increases are typically expected to be in line with
wider employee rises. In exceptional circumstances
(including, but not limited to, material misalignment
with the market or a change in the complexity,
responsibility or time commitment required to fulfil
the role) the Board may make appropriate adjustments
to fee levels to ensure they remain market competitive
and fair to the Director.
The maximum annual aggregate fee for all
Non-Executive Directors will be within the limit
set out in the Company’s articles of association
(currently £600,000).
Minor amendments
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or administrative purposes or
to take account of a change in legislation) without obtaining shareholder approval for that amendment.
Consideration of shareholder views
The Committee takes an active interest in the views of shareholders and is always open to feedback. This feedback helps shape the structure
of the Group’s Remuneration Policy. During 2025, the Committee consulted with major shareholders. Feedback received was supportive of the
overall continuation of the Remuneration Policy and the minor changes proposed to enhance the operation and alignment with shareholders.
Further details of shareholder consultation are set out in the Remuneration Committee Chair’s letter on
PAGE 100.
121
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Our Approach to Fairness and Wider Workforce Considerations
This section in the report brings visibility of remuneration across the entire workforce together in one place. In this section, we provide context
to Executive remuneration by explaining our employee policies and our approach to fairness, including the following:
• General pay and conditions in the Group.
• Gender and diversity.
• Comparison metrics on Executive and employee remuneration.
In order for the Committee to carry out its oversight review of wider workforce pay, policies and incentives the Committee receives a report
annually setting out key details of remuneration throughout the Group. A summary of the information reviewed by the Committee and findings
are set out below.
Overview of Workforce Remuneration and the Committee’s Review
The table below summarises the Group’s approach to workforce remuneration across five employee groups.
Variable pay
2
Employee group
% of
workforce
Average
increase
in base
salaries
1
Commission
schemes
Annual
bonus
Share
plans
3
Pension
4
Benefits
5
Executive Directors <1% 3.5% No Yes Yes Yes Yes
Senior Management 3% 4.1% No Yes Yes Yes Yes
Senior Sales Staff 14% 2.8% Yes Yes Role
dependent
Yes Yes
Sales and Sales
Support Staff
71% 3.9% Role
dependent
No No Yes Yes
Administrative Staff 13% 5.0% No Role
dependent
Role
dependent
Yes Yes
Total 100% 3.9%
1
Base salaries
• Base salaries are market competitive and determined with reference to role type, experience and market practice.
• Annual salary increases are applied on an equitable and objective basis dependent on role type. The base salaries of fee earners are subject to periodic market
benchmarking rather than annual salary reviews due to the commission structures in place.
• Average increase in base salaries are for 2025 versus 2024, and have been calculated by comparing basic salaries at the start of the year to those at the end of the year
(for those in employment for the full year) for eligible employees.
2
Variable pay
• In line with our approach to Executive Director remuneration, a significant proportion of the remuneration of the wider workforce is in the form of variable pay, linked
to the achievement of stretching targets that align with the Group’s strategic goals.
• Approximately 80% of the workforce benefit from variable pay which is linked to the Group’s performance in the form of commission schemes or annual bonuses.
Variable pay is determined with reference to financial performance and/or the achievement of objectives which are aligned to the Group’s strategic priorities (refer to
PAGES 16 AND 17 of the Strategic Report).
3
Share plans
• Senior Management restricted share plans increase alignment to shareholder experience and cascade the principles of the Executive Director arrangements.
These awards are subject to at least a two-year vesting period and leaver provisions. No holding period applies for the majority of Senior Management awards.
4
Pension
• Employer contributions are consistent across the Group (3% employer contribution), with minor deviations appropriate for role type.
5
Benefits
• Consistent approach applied and determined with reference to role type, market practice and seniority.
2025 ANNUAL REPORT ON REMUNERATION
122 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
The Committee does not seek a homogeneous approach to workforce remuneration since the level and type of remuneration will vary across
the Group depending on the employee’s seniority and role. The Committee, when conducting its review of workforce remuneration, pays
particular attention to:
• Whether the element of remuneration is consistent with the Group’s remuneration principles, see
PAGE 111.
• If there are differences, whether they are objectively justifiable.
• Whether the approach is fair and equitable in the context of other employees.
The key findings and outcomes from the Committee’s 2025 review are as follows:
• Average salary increases for employees across the Group are being applied on an equitable and objective basis.
• In light of the impact that rising inflation and the cost-of-living crisis has had on our workforce, Foxtons reviewed wider workforce
salaries and awarded an average salary increase of 4% across the business (excluding Executive Directors), and there have been
limited redundancies.
• For those members of the wider workforce who receive variable pay there was no average increase in 2025 compared to 2024.
• Senior Management restricted share award arrangements cascade the principles applied to Executive Directors and increase alignment
to the shareholder experience for this population.
• The majority of employees have the ability to share in the success of the Group through incentive compensation in the form of variable
pay linked to performance.
• All employees are eligible for enrolment in a defined contribution pension arrangement and the Executive Directors’ pension contributions
are aligned to the wider workforce.
• Benefits are offered according to the level of seniority of the role in line with market practice.
The Committee is satisfied that the approach to remuneration across the Group is consistent with the Group’s principles of remuneration,
strategy and culture. Furthermore, in the Committee’s opinion the approach to Executive and Senior Management remuneration aligns with
the wider Group approach and there are no anomalies specific to the Executive Directors.
Communication and Engagement with Employees
The Board is committed to ensuring there is an open dialogue with our employees over various decisions and the Committee has the authority
to ask for additional information from the Group in order to carry out its responsibilities.
PAGES 21, 45 AND 46 explains the key approaches
used by the Board to engage with employees during 2025.
As explained on
PAGE 45, the Employment Engagement Committee (EEC) facilitates engagement between the Board and the workforce, with
each meeting attended by a Non-Executive Director. The Remuneration Committee Chair attends the EEC annually to discuss the Executive
Directors’ Remuneration Policy and its application with members of the EEC. At the 2025 meeting, the Chair provided employees with an
overview of the Group’s approach to Executive Remuneration, how Executive remuneration aligns with wider company pay policy and the key
elements of the Policy and key considerations. Similar to previous years, there was a good level of employee engagement during the discussion,
which allowed for a range of topics to be debated and questions to be answered. The session further informed the Remuneration Committee
Chair’s view of the workforce on the Group’s approach to pay.
In 2025, an independently administered employee engagement survey provided the Board with an assessment of the Group’s workforce, refer
to
PAGE 45 for further details. Additionally, an independent culture review was undertaken in 2025 to enable the Board to assess the Group’s
culture, refer to
PAGE 73 for further details.
Living Wage, Equal Opportunities and Diversity Initiatives
A summary of the Group’s general policies in relation to living wage, equal opportunities and diversity initiatives are as follows:
Policy Description
Living wage employer Our policy is to ensure that all employees, whatever their age, are paid the National Living Wage or above.
Equal opportunities and
diversity initiatives
The Group is committed to an active equal opportunities policy from recruitment and selection, through training
and development, performance reviews and promotion. All decisions relating to employment practices are
objective, free from bias and based solely upon work criteria and individual merit. The Group is responsive to the
needs of its employees, customers and the community. We are an organisation which uses everyone’s talents and
abilities, and where diversity is valued. The Group ensures its promotion and recruitment practices are fair and
objective and encourages the continuous development and training of its employees, as well as the provision of
equal opportunities for the training and career development of all employees. Further details are provided in the
Strategic Report on
PAGES 42 TO 51.
123
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Gender Pay Gap
Having a diverse workforce which reflects the communities we serve in is important to us and means we can better serve our customers.
As set out on
PAGES 42 TO 51, we hire from diverse backgrounds, and our recruitment policies, salary and bonus structures are designed
to be gender neutral. At 31 December 2025, the gender balance across the Group is split 50% men and 50% women.
As set out in our Gender Pay Gap report, which is available at www.foxtonsgroup.co.uk/our-responsibility/gender-pay-gap, a gender pay gap
exists which is primarily due to there being a higher proportion of male employees in senior roles. We are taking steps to reduce the gender pay
gap and are progressing a number of initiatives to increase female representation at more senior levels within the organisation. Key programmes
to support female progression include:
• Leadership development programmes that help women advance into senior management roles
• Succession planning that targets female talent
• Female support networks and mentoring
• Female employee experience improvements
• Benefits that support female employees
• Female employee listening groups to gather feedback
CEO Pay Ratio
We have set out the ratio of CEO pay (based on the single total figure of remuneration) to that of employees for 2019 to 2025, in the table
below. The calculation has been performed in line with ‘Option A’ under the regulations in line with best practice and is based on the total
single figure of remuneration methodology.
CEO pay ratio
Financial year
Method
used
25th
percentile
pay ratio
50th
percentile
pay ratio
75th
percentile
pay ratio
CEO
total pay
(£’000)
2025 Option A 38:1 30:1 18:1 1,062
2024 Option A 43:1 32:1 22:1 1,480
2023 Option A 50:1 38:1 24:1 1,496
2022
1
Option A 47:1 35:1 21:1 1,272
2021
2
Option A 66:1 45:1 27:1 1,707
2020
2
Option A 61:1 44:1 28:1 1,605
2019 Option A 48:1 37:1 22:1 1,257
1
As reported in the 2021 Remuneration Report, Nic Budden (former CEO) received an RSP grant on 1 April 2022 with a value of £434,700 in line with the Remuneration
Policy, which was subsequently forfeited on his departure and the value of this RSP award is not included in the total single figure of remuneration for 2022. As such, the
2022 single figure, and therefore pay ratio, is lower than if the 2022 RSP had not been forfeited due to the departure of Nic Budden.
2
The 2021 and 2020 single figure include £579,600 and £569,400 of RSP grants respectively which have been forfeited in full in 2022. Removing these grants reduces the
CEO 2021 and 2020 single figure to £1,127,000 and £1,036,000 respectively, which would reduce the CEO pay ratio at each of the percentiles as explained further below.
Total remuneration for each employee was calculated on a full-time equivalent basis and the lower quartile, median and upper quartile
employees identified as at 31 December 2025. The hourly rates were annualised using the same number of contractual hours as the CEO.
Employee total remuneration includes: basic salary, maternity/paternity pay, annual cash bonus, commissions earned and benefits. The total
remuneration for the relevant employees was compared to that of the CEO.
In 2025, the employee total pay and benefits at the 25th, 50th and 75th percentile were £28,416, £36,201 and £58,497 respectively, and the
basic salary for the same employees, excluding variable pay, was £28,335, £25,180 and £20,000 respectively.
In 2025, the CEO pay ratios reduced compared to 2024 at all three percentiles reflecting favourable workforce pay changes compared to that of
the CEO. Refer to the prior year’s Directors’ Remuneration Report for an explanation of prior year-on-year movements in the CEO pay ratio.
In assessing our pay ratio versus last year’s market numbers from industry peers, we believe that we are well positioned comparably, but note
that annual and long-term incentive payments have varied considerably amongst this group. We also recognise that ratios will be influenced by
levels of employee pay and in the real estate sector employee pay will be lower than in many other sectors of the economy.
Over time, we expect that there may be significant volatility in the CEO pay ratio. We recognise that the ratio is driven by the different structure
of the pay of our CEO versus that of our employees (for example, the inclusion of a higher proportion of variable incentive pay), as well as the
make-up of our workforce, but is consistent with our pay and progression policies. This ratio varies between businesses even in the same sector.
What is important from our perspective is that this ratio is influenced only by the differences in structure, and not by divergence in fixed pay
between the CEO and wider workforce. Where the structure of remuneration is similar, as for Senior Management and the CEO, the ratio is
likely to be much more stable over time.
124 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
TSR Performance Versus FTSE Small Cap and FTSE All-Share
10 year TSR chart (£’000)
The chart below shows the Group’s TSR performance since 31 December 2015 against the FTSE Small Cap and FTSE All-Share indices, based on
£100 initially invested.
0
50
100
150
200
250
31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 31/12/2024
31/12/2025
31/12/2023
Foxtons FTSE Small Cap FTSE All-Share
Value of hypothetical £100 holding
3 year TSR chart (£’000)
The chart below shows the Group’s TSR performance since 31 December 2022 against the FTSE Small Cap and FTSE All-Share indices, based on
£100 initially invested. This shorter-term chart shows the progress in the Foxtons share price following the 2022 executive leadership changes.
0
50
100
150
200
250
300
31/12/2022 31/12/2024
31/12/2025
31/12/2023
Foxtons FTSE Small Cap FTSE All-Share
Value of hypothetical £100 holding
125
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
CEO remuneration in the last ten years
The table below shows the remuneration of the CEO for each of the financial years shown in the chart above.
2016 2017 2018 2019 2020 2021 2022
1
2023 2024 2025
Incumbent N. Budden N. Budden N. Budden N. Budden N. Budden N. Budden N. Budden /
P. Rollings /
G. Gittins
G. Gittins G. Gittins G. Gittins
CEO single figure
of remuneration
– excluding RSP
awards (2020 –
2025 only) (£’000)
2
982 914 910 1,257 1,036 1,127 534 /
135 /
459
1,046
1,012 594
RSP awards (2020 –
2025 only) (£’000)
3
– – – – 569 580 – /
n/a /
145
450 468 468
CEO single figure
of remuneration
(£’000)
982 914 910 1,257 1,605 1,707 534 /
135 /
603
1,496 1,480 1,062
Annual bonus /
BBP earning
(% of maximum)
4
36.5% 26.4% 30.0% 70.0% 45.6% 51.2% 68.8% /
n/a /
68.8%
82.7% 72.4% 12.5%
Long-term
incentives
5
(% of maximum)
0% 0% 0% 0% 100% 100% n/a /
n/a /
100%
100% 100% 100%
1
Nic Budden stepped down as CEO on 30 May 2022. Guy Gittins was appointed as Group CEO with effect from 5 September 2022. Peter Rollings, currently an
Independent Non-Executive Director, acted as Interim CEO between the date of Nic Budden stepping down and the date at which Guy Gittins took up his appointment.
The single figure for 2022, above, includes the amounts received by Nic Budden and Guy Gittins in relation to their Executive positions during the year (excluding the
2022 RSP grant to Nic Budden which was forfeited on his cessation of employment), as well as the fee that Peter Rollings received during his time as Interim CEO.
2
The CEO single figure of remuneration is shown excluding the restricted stock awards that have been granted from 2020 onwards. This is because, while the regulations
require the restricted stock to be disclosed at the time of grant, the value is not released to the CEO until the end of the three-year vesting period following the
assessment of an underpin, and the shares are then subject to a further two-year holding period. Therefore, for transparency we also show the CEO’s single figure
excluding the restricted stock award as it better reflects the value that each CEO has earned and received in respect of that year.
3
From 2020 onwards the long-term incentive has been delivered in the form of an RSP award with a three-year vesting period subject to the achievement of the underpin.
Whilst the RSP grants are included in the above table, in line with the required single figure of remuneration treatment, we note that Nic Budden’s in-flight awards were
forfeited in full on cessation of employment, and the Interim CEO was not eligible to receive incentive awards. Therefore, Nic Budden’s 2022 RSP award with a face value
of £434,700 is excluded from the above table.
4
The 2022 annual bonus / BBP earnings figure relates to both the former and current CEO, who were both eligible to receive a pro-rated annual bonus for 2022.
The Interim CEO was not eligible to receive any incentive awards.
5
The 2016 to 2019 long-term incentive value of 0% relates to the historic LTIP and Share Option Plan awards which did not vest in those years due to performance
conditions not being achieved. The first award under the LTIP was granted in 2014 and had a three-year performance period and therefore no awards were scheduled to
vest in 2015. Nic Budden also had options under the 2017 Share Option Plan that were due to vest during 2022. These options lapsed due to the TSR performance
conditions and as such, paid out at 0% of maximum.
126 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
Percentage Change in Directors’ Remuneration
The Committee monitors the changes year-on-year between our Directors’ pay and average employee pay. As per our Policy, base salary
increases applied to Executive Directors will typically be in line with those of the wider workforce. The table below shows the percentage change
in Executive Director and Non-Executive Director total remuneration compared to the change for the average of employees within the Group.
The comparator group is based on all employees of the Group.
Salary/fees Taxable benefits Short-term variable pay
1
2021
6
2022 2023 2024 2025 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025
Executive Directors
Guy Gittins
2
– – 0% 3% 1% – – 25% 28% (24)% – – 23% (10%) (83%)
Chris Hough
2
– – 0% 7% 10% – – 7% 5% 5% – – 20% (6%) (81%)
Non-Executive Directors
Nigel Rich – 0% 0% 0% 0% – – – – – – – – – –
Annette Andrews
2,4
– – – 7% 0% – – – – – – – – – –
Jack Callaway
2
– – – 0% 0% – – – – – – – – – –
Peter Rollings³ – 183% (65%) 0% 0% – – – – – – – – – –
Rosie Shapland
4
6% 0% 4% 2% 0% – – – – – – – – – –
All other employees
5
2% 4% 3% 7% 5% 5% 1% 0% 4% (11)% 52% 22% 13% 11% 0%
1
Short-term variable pay includes annual bonus and/or BBP and commission payments.
2
Guy Gittins and Chris Hough were not in office for a full 12 months in 2022. Therefore, when calculating the year-on-year percentage change in remuneration, annualised
remuneration figures have been used for 2022. Annette Andrews was not in office for a full 12 months in 2023. Therefore, when calculating the year-on-year percentage
change in remuneration, annualised remuneration figures have been used for 2023.
3
Peter Rollings acted as Interim CEO in the period between 30 May 2022 and 4 September 2022. During this period, and for a short handover period after the incoming
CEO joined, Peter Rollings’ annual Non-Executive Director fee was increased to an annual rate of £450,000. As such, his increase in 2022 remuneration and decrease in
2023 remuneration is reflective of this change in role.
4
Annette Andrew’s 2024 fee increase reflects the additional responsibility following appointment as Chair of the Remuneration Committee and the ESG Committee on 9
May 2023. Rosie Shapland’s 2024 fee increase reflects the additional responsibility following appointment as Senior Independent Director on 9 May 2023.
5
Reflects the average of all employees of the Group due to the listed Parent Company having no employees who are not Directors.
6
For Board members, the 2021 increase in salary was calculated on a salary/fees paid basis (in line with the single figure methodology), which therefore incorporated the
impact of the 20% voluntary reduction in basic pay taken in April and May 2020 during Covid-19. For ‘All other employees’, the percentage change has been calculated
by comparing basic salaries at the start of the year to those at the end of the year (for those in employment for the full year), and therefore does not capture any
voluntary pay reductions taken by the workforce in April and May 2020.
127
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
How we Implemented the Policy in 2025
This section provides details of how our Remuneration Policy was implemented during the financial year ended 31 December 2025.
Single figure of the Executive and Non-Executive Directors (audited)
The table below sets out a single figure for the total remuneration received by each Director for the year ended 31 December 2025
and the prior year.
Salary /
fees paid
2
Taxable
benefits
3
BBP
4
RSP
5
Pension
6
Total
remuneration
7
Total fixed
remuneration
Total variable
remuneration
Guy Gittins 2025 468 24 88 468 14 1,062 506 556
2024 464 31 504 468 14 1,480 509 972
Chris Hough 2025 294 15 46 225 9 588 317 271
2024 268 14 243 206 8 738 290 448
Nigel Rich
1
2025 150 – – – – 150 150 –
2024 150 – – – – 150 150 –
Annette Andrews 2025 78 _ _ _ _ 78 78 _
2024 78 _ _ _ _ 78 78 _
Jack Callaway 2025 63 _ _ _ _ 63 63 _
2024 63 _ _ _ _ 63 63 _
Peter Rollings 2025 63 _ _ _ _ 63 63 _
2024 63 _ _ _ _ 63 63 _
Rosie Shapland 2025 78 _ _ _ _ 78 78 _
2024 78 _ _ _ _ 78 78 _
1
Since appointment on 1 October 2021 to 30 September 2024, Nigel Rich was paid £150,000 per annum in fees, of which £100,000 per annum was paid in cash and
£50,000 per annum was paid in shares at the prevailing market price. From 1 October 2024 the irrevocable market share purchase arrangement in place with the
Group’s broker could no-longer be supported due to compliance changes. As a result of this change, the Chairman’s fee was settled fully in cash from 1 October 2024 to
31 December 2024.
2
Salary includes base salary paid in cash and Salary Substitute Restricted Shares for Executive Directors, and fees paid in cash and shares for Non-Executive Directors.
3
Taxable benefits received in 2024 and 2025 include a car/car allowance and medical assurance.
4
This column reflects the BBP contribution in respect of performance during the relevant year. In 2024, amounts earned under the BBP are paid into the participant’s plan
account, with 50% paid as cash and the remaining 50% held in shares or share-linked units in the participants plan account. In addition, as the fourth year of the first BBP
cycle, 100% of the remaining balance of the first cycle was paid out in shares, in early 2024. Further details of the performance criteria, achievement and resulting awards
for the 2025 BBP are set out on
PAGE 128.
5
This column reflects the RSP awards granted in April 2024 and 2025 (refer to PAGE 129 for the face value of the April 2025 RSP award).
6
During 2024 and 2025, the Executive Directors received a pension contribution or cash allowances in lieu of a pension contribution amounting to 3% of salary.
7
No share price appreciation (or estimate of) is included in the values included in the single figure table. The RSP is included in the single figure table based on the value at
grant. No performance measures are associated with the grant of awards; although the Committee will consider Group and individual performance before determining
any grant. Vesting is subject to a discretionary underpin that allows the Remuneration Committee to make adjustments to the level of vesting if the Committee believes
due to business performance, individual performance or wider Group considerations that the vesting should be adjusted.
128 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REMUNERATION REPORT CONTINUED
The following charts show the total single figure of remuneration for the CEO and CFO compared to the Policy scenarios under the 2023
Remuneration Policy which applied during the year.
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Minimum On-target
506
1,325
506 506
351
Maximum
Single Figure
2025
1,676
1,062
506
702
468
506
88
468
CEO remuneration
Total fixed Annual bonus/BBP RSP
468
£000
0
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
Minimum On-target
317
726
317 317
183
Maximum
Single Figure
2025
909
588
317
367
225
317
46
225
CFO remuneration
Total fixed Annual bonus/BBP RSP
225
£000
Total fixed pay Annual bonus/BBP RSP
Annual BBP Outcome in Respect of 2025 (Audited)
Executive Directors’ objectives continue to be linked to the delivery of the Group’s strategic priorities. In determining the outcome of some
objectives, the Committee sought input from the wider Board and other Board Committees as appropriate. The Committee is committed to
providing as much retrospective detail of the measures as possible, setting out clearly the decision-making process and the levels of attainment
achieved, but mindful that any information which could be considered commercially sensitive cannot be disclosed.
The table below sets out the 2025 annual bonus targets, performance against these targets and the resulting annual formulaic bonus outcome.
2025 annual bonus outcome
Weighting
Threshold
(25% payable)
Target
(50% payable)
Maximum
(100%
payable) Actual
Outcome
(% of
element)
Outcome
(% of
maximum)
Adjusted operating profit 70% £23.6m £25.4m £27.4m £22.2m 0% 0%
Lettings organic market
share growth
10% 3% 4% 6% 8% 100% 10%
Sales market share growth 10% 6% 10% 16% (2)% 0% 0%
Employee experience 10% Holistic assessment 25% 25% 2.5%
Bonus outcome
(% of maximum)
12.5%
In making its holistic assessment of the employee experience in 2025 the Committee assessed management’s progress of delivering against the
Group’s people strategy and reviewed a range of workforce related metrics, including employee retention, employee engagement, and equity,
diversity and inclusion, and determined that this equated to a threshold level of payout for this measure.
Across the bonus metrics, the Committee concluded that the level of performance achieved reflected the performance of the business and that
no adjustment to the formulaic outcome was considered appropriate.
129
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Scheme Interests Granted During 2025 (Audited)
RSP Share Awards
Executive Directors were granted the following nil-cost option awards over the Group’s ordinary shares under The Foxtons Group plc 2020 RSP.
Awards were granted on 1 April 2025, in line with the typical RSP grants.
No consideration was paid for the grant of the RSP Awards which are structured as nil cost options.
The number of ordinary shares granted under RSP Awards have been calculated using an ordinary share price of 61.07 pence per share being the
average of the closing share prices over the three dealing days preceding the date of grant.
Executive
Number of
ordinary
shares % of salary Face value
Share price
used for
calculation Option price Performance conditions
Guy Gittins 766,375 100% £468,000 61.07p £nil Awards will ordinarily vest after three
years subject to the grantee’s continued
service and a discretionary underpin that
allows the Remuneration Committee to
make adjustments to the level of vesting
if the Committee believes due to business
performance, individual performance
or wider Group considerations that the
vesting should be adjusted. This will
include consideration of all relevant
factors, including any windfall gains.
Chris Hough 368,449 75% £225,000 61.07p £nil
Salary Substitute Restricted Share Awards
Executive Directors were granted the following nil-cost option awards over the Group’s ordinary shares under The Foxtons Group plc 2020 RSP
in respect of their Salary Substitute Restricted Share Awards, granted on 1 April 2025.
The number of ordinary shares granted under the Salary Substitute Restricted Share Awards have been calculated using an ordinary share price
of 61.07 pence per share being the average of the closing share prices over the three Dealing Days preceding the date of grant.
The Salary Substitute Restricted Share Awards will ordinarily vest after three years subject to the grantee’s continued service.
Executive
Number of
ordinary
shares Face value
Share price
used for
calculation Option price Performance conditions
Guy Gittins 76,637 £46,800 61.07p £nil Awards will ordinarily vest after
three years subject to the grantee’s
continued service.
Chris Hough 49,126 £30,000 61.07p £nil
The normal vesting date for all RSP Awards granted in 2025 (both the RSP Share Awards, and the Salary Substitute Restricted Share Awards,
above) will be 1 April 2028, being the third anniversary of the award dates. Once vested, the RSP Awards will normally be exercisable until the
day before the tenth anniversary of the award date. The RSP Awards are subject to a two-year holding period commencing on vesting.
130 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
BBP share awards – cycle two
The following table sets out the BBP accounts for the Executive Directors as at the end of 2025 which shows the second payment of cycle two
from the bank in 2025, and subsequent deferral of notional shares over the remainder of 2025 and into the start of 2026. The notional shares
are subject to a discretionary underpin that allows the Remuneration Committee to make adjustments to the level of vesting if the Committee
believes due to business performance, individual performance or wider Group considerations that the vesting should be adjusted. This will
include consideration of all relevant factors, including any windfall gains.
Each year, subject to the achievement of annual BBP performance conditions, a contribution will be made into the participants’ plan accounts.
50% of the cumulative balance of each Executive Director’s plan is paid in cash.
These notional shares are a mechanism that allows the deferred element of the award to be linked to the share price. The Committee confirms
that there is no intention to issue actual shares until the end of the fourth year of the cycle, when the full bank value will normally be settled in
the form of shares transferred or allotted to the participant.
The contribution into the accounts in early 2026 (for 2025 performance) will be the last contribution made to the BBP, with final settlement of
the BBP accounts in early 2027.
CEO
Guy Gittins
CFO
Chris Hough
Number of deferred notional shares in account at the end of year two (31 December 2024)
1
626,902 290,232
Value of deferred notional shares in account at the end of year two (31 December 2024) £409,823 £189,733
Bonus contribution in 2025 in respect of performance over 2024 (contribution into the account) £503,670 £242,689
Dividend equivalent contributed £5,767 £2,670
Cumulative account following contribution £919,260 £435,092
Less: 2025 payment out of the account £(459,630) £(217,546)
Value of deferred notional shares carried forward over to 2025 £459,630 £217,546
Number of deferred notional shares carried forward at the end of year three (31 December 2025)
2
703,092 332,778
1
The share price used to calculate the number of shares carried forward at the end of year two was the mid-market value of a share for the 30-day period to 31 December
2023, which was 44.5 pence per share.
2
The share price used to calculate the number of shares carried forward at the end of year three was the mid-market value of a share for the 30-day period to
31 December 2024, which was 65.4 pence per share.
DIRECTORS’ REMUNERATION REPORT CONTINUED
131
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Statement of Directors’ Shareholding and Share Interests (Audited)
The table below shows the interests of the Directors and connected persons in shares (owned outright or vested) as at 31 December 2025.
There have been no changes in Directors’ interests in the period between 31 December 2025 and 4 March 2026.
Outstanding scheme interests
6
Shares owned
outright
Vested but
unexercised
shares
1
Unvested
shares not
subject to
performance
2
Unvested
share options
subject to
performance
3
Notional
shares
held
4
Total
scheme
interests
Shareholding
guideline
(% of salary)
Current
shareholding
(% of salary)
5
Guideline
met
Executive Directors
Guy Gittins 343,793 491,182 3,040,956 6,883,891 703,092 11,119,121 250% 282% Yes
Chris Hough 500,516 474,275 1,445,738 – 332,778 2,252,791 250% 301% Yes
Non-Executive Directors
Nigel Rich 1,761,426 – – – – – – – –
Annette Andrews 49,300 – – – – – – – –
Jack Callaway 200,000 – – – – – – – –
Peter Rollings 201,486 – – – – – – – –
Rosie Shapland 20,000 – – – – – – – –
1
Vested but unexercised shares are granted under the RSP and Salary Substitute Restricted Shares and include dividend equivalents. Not subject to performance.
2
Unvested shares not subject to performance are shares granted under the RSP and Salary Substitute Restricted Shares.
3
No unvested share options subject to performance remain outstanding except for a buyout award to compensate Guy Gittins for the forfeiture of incentive arrangements
held with his previous employer, Chesterton UK Services Limited (previously known as ‘Chesterton Global Limited'). The LTIP buyout award has a face value of
£2.5 million and is subject to a performance requirement for the share price of an Ordinary Share to be at least 70 pence for any 30 consecutive days during the vesting
period. The number of Ordinary Shares granted equivalent to £2.5 million has been calculated using an Ordinary Share price of 36.32 pence per share being the average
of the closing Ordinary Share prices over the three Dealing Days preceding 30 May 2022, the date that it was announced that Guy Gittins would be the incoming Chief
Executive Officer.
4
Notional shares held are the number of deferred notional shares carried forward at the end of year three of the BBP scheme (31 December 2025).
5
Based on the share price on 31 December 2025 of 59.50 pence. Includes shares owned outright, shares which have vested but which remain subject to a holding period
and/or clawback, vested but unexercised shares (on a net of tax basis), unvested Salary Substitute Restricted Share awards (on a net of tax basis) and unvested RSP
awards (on a net of tax basis).
6
No options were exercised by Directors in the year.
Relative Importance of Spend on Pay
The chart below shows the Group’s actual expenditure on shareholder distributions (including dividends and share buybacks) and total
employee pay expenditure for the financial years ended 31 December 2024 and 31 December 2025.
Relative importance of spend on pay
0
10
20
30
40
50
60
70
80
90
100
2025
2024 2024
Relative importance of spend on pay (£m)
Total staff remuneration
95.6
2025
89.6
9.1
2.8
Distribution to shareholders
1
£ million
1
Distribution to shareholders: £3.6 million of dividends paid
(2024: £2.8 million) and £5.5 million of share buybacks
(2024: nil).
0
10
20
30
40
50
60
70
80
90
100
2025
2024 2024
Relative importance of spend on pay (£m)
Total staff remuneration
95.6
2025
89.6
9.1
2.8
Distribution to shareholders
1
£ million
132 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Additional Information
The following table sets out the other elements of the Annual Report on Remuneration and where in the Directors’ remuneration report they
can be found (where relevant).
Element Page
Long-term incentive plan award vested for incumbent Executive Directors for performance ending
in the 2025 financial year (audited)
PAGE 104
How we will apply the Policy in 2026
PAGES 106 TO 120
No payments for loss of office (audited) n/a
No payments to former Directors (audited) n/a
2026 Non-Executive Director Fees
Details of the implementation for Non-Executive Director fees are set out in the table below:
Implementation in 2026
Chairman and Non-Executive Director fees for 2026 are as follows:
• Chairman fee: £154,500 paid in cash (3% increase versus 2025)
• Senior Independent Director fee: £5,150 (3% increase versus 2025)
• Non-Executive Director base fee: £64,890 (3% increase versus 2025)
• Chair of Audit Committee incremental fee: £10,300 (3% increase versus 2025)
• Chair of Remuneration Committee incremental fee: £10,300 (3% increase versus 2025)
• Chair of ESG Committee incremental fee: £5,150 (3% increase versus 2025)
Service Contracts
The Executive Directors are employed under contracts of employment with Foxtons Group plc. The principal terms of the Executive
Directors’ service contracts are as follows. The service contracts of the Executive Directors are not of a fixed duration and therefore have
no unexpired terms.
Notice period
Executive Director Position
Effective date
of contract From Company From Director
Guy Gittins CEO 5 September 2022 12 months 12 months
Chris Hough CFO 1 April 2022 12 months 12 months
The Chairman and Non-Executive Directors have letters of appointment. Dates of the Directors’ letters of appointment are set out below:
Name
Date of original
appointment
Date of most recent
appointment letter
Date of appointment/ last
reappointment at AGM Notice period
Nigel Rich 1 October 2021 28 February 2025 7 May 2025 3 months
Annette Andrews 1 February 2023 9 January 2026 7 May 2025 3 months
Jack Callaway 1 February 2023 9 January 2026 7 May 2025 3 months
Peter Rollings 1 December 2021 28 February 2025 7 May 2025 3 months
Rosie Shapland 5 February 2020 9 January 2026 7 May 2025 3 months
DIRECTORS’ REMUNERATION REPORT CONTINUED
133
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Remuneration Committee Advisers
The Remuneration Committee received advice on Executive remuneration from PwC, following appointment by the Remuneration Committee
as independent adviser in 2019. PwC is a founding member of the Remuneration Consultants Group and voluntarily operates under its Code
of Conduct in its dealings with the Committee. PwC’s fees charged for the provision of independent advice to the Committee during the year
were £161,850 (2024: £63,090). Other than in relation to advice on remuneration, PwC provides support to the Company in relation to tax
compliance, internal audit and ad-hoc tax and accounting advice. The Committee is satisfied that PwC engagement partners and teams which
provided remuneration advice to the Committee, do not have connections with the Group that may impair their objectivity and independence.
Shareholder Voting at the Group’s AGM
The table below sets out the results of the most recent shareholder votes on the Directors’ Remuneration Policy (2023 AGM) and the advisory
vote on the 2025 Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration at the 2025 AGM
on 7 May 2025.
Percentage of votes cast Number of votes cast
Resolution
For and
Discretion Against
For and
Discretion Against Withheld
1
Approve the Directors’ Remuneration Policy 97.45% 2.55% 194,494,392 5,096,407 15,868
Annual Statement from the Remuneration Committee
Chairman and the Annual Report on Remuneration
99.93% 0.07% 220,771,700 153,625 27,531
1
A withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.
The Directors’ Remuneration Report was approved by the Board and signed on its behalf by:
Annette Andrews
Chair of the Remuneration Committee
4 March 2026
134 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REPORT
As permitted by legislation, some of the matters required to be
included in the Directors’ Report have instead been included in the
Strategic Report, as the Board considers them to be of strategic
importance. The Strategic Report and the Directors’ Report together
constitute the Management Report as required under Rule 4.1.8R of
the Disclosure Guidance and Transparency Rules.
Corporate Governance
A report on corporate governance and the Group’s compliance with
the UK Corporate Governance Code is set out on
PAGES 66 T0 80
and forms part of this report by reference.
The Board of Directors
The members of the Board of Directors and their biographical details
are shown on
PAGES 68 TO 69 and are incorporated into this report
by reference. There have been no changes to the Board membership
during the year.
Appointment and Replacement of Directors
The appointment and replacement of Directors is governed by the
Company’s Articles of Association (the ‘Articles’), the UK Corporate
Governance Code (the “Code”), the Companies Act 2006 and
related legislation. The Board may appoint new directors from time
to time, as long as the total number of directors does not exceed
the limit prescribed in the Articles (not less than two, or more than
12 directors). Under the Articles, any director appointed by the Board
may only hold office until the next AGM of the Company where they
will stand for election. The Board has decided that all Directors will
seek re-election at each AGM in accordance with the Code.
Articles of Association
The Company’s Articles of Association may only be amended by
special resolution at a general meeting of shareholders. Subject
to applicable laws and the Company’s Articles of Association, the
Directors may exercise all powers of the Company.
Disclosures in the Strategic Report
The Board has taken advantage of section 414C(11) of the Act to
include disclosures in the Strategic Report including: employee
involvement, the future development, performance and position of
the Group, and energy and carbon reporting.
Directors’ Indemnity and Compensation
for Loss of Office
The Company has granted a third party indemnity to each of its
Directors against any liability that attaches to them in defending
proceedings brought against them, to the extent permitted by English
law, in connection with the discharge of their duties as a Director of
the Company and its subsidiaries. In addition, Directors and Officers
of the Company and its subsidiaries are covered by Directors’ and
Officers’ liability insurance, which gives appropriate cover for legal
action brought against the Directors.
The Company does not have arrangements with any Director or
employee that would provide compensation for loss of office or
employment resulting from a takeover, except that provisions of the
Company’s share plans may cause options and awards granted under
such plans to vest on a takeover. Further information is provided in
the Directors’ Remuneration Report on
PAGE 97 TO 133.
Engagement with Stakeholders
The long-term success of the Company is dependent on its
relationships with its stakeholders. In accordance with Section 172 of
the Companies Act 2006, the Company’s statement on engagement
with its suppliers, customers, the community and others can be found
on
PAGES 18 TO 21.
Employee Engagement and Equal
Opportunities policy
The Company provides employees with information on the Group’s
performance and on matters concerning them on a regular basis.
The Board engages with employees through formal and informal
channels including the Employee Engagement Committee (“EEC”),
as set out on
PAGE 45.
Considerable value is placed on the involvement of employees,
which is reflected in the principles of Foxtons’ corporate practices
and related guidance, which require regular, open, fair and respectful
communication, zero tolerance for human rights violations, fair
remuneration and, above all, a safe working environment.
Foxtons operates an equal opportunities policy to ensure fair
treatment for all employees throughout selection, recruitment,
training, development and promotion processes. Foxtons aims to
create an inspiring working environment where everyone is engaged,
motivated and safe from discrimination. The Group’s policies and
procedures are designed to provide for full and fair consideration and
selection of disabled applicants for all vacancies. Such applicants
will receive training to ensure they can perform their roles safely and
effectively and to provide career opportunities to allow them to fulfil
their potential. Where an employee becomes disabled in the course
of their employment, the Group will actively seek to retain them
wherever possible by making adjustments to their work content and
environment or by retraining them to undertake new roles.
The details of the wider workforce pay policies and the alignment of
incentives operated by the Group are set out on
PAGE 121.
Further information on the Group’s approach to diversity, inclusion
and career progression are contained in the Strategic Report on
PAGES 42 TO 51. Refer to PAGE 122 for details of how the Board
engages with employees.
The Directors present their report for the year ended 31 December 2025. In accordance with
the Companies Act 2006 (as amended), the Listing Rules and the Disclosure Guidance and
Transparency Rules, the Corporate Governance Statement, Directors’ Remuneration Report,
Audit Committee Report and the Statement of Directors’ Responsibilities should be read in
conjunction with one another and the Strategic Report.
135
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
Share Capital
At 31 December 2025, there were 320,279,464 ordinary shares of
£0.01 each in issue. 25,527,664 ordinary shares were held in treasury.
Each ordinary share carries one vote; therefore, the total voting rights
in issue at 31 December 2025 were 294,751,800. As at 2 March
2026, the latest practicable date before the publication of this report,
there were 320,269,464 ordinary shares of £0.01 each in issue and
25,527,664 ordinary shares were held in treasury. The total voting
rights in issue were 294,741,800.
Details of the Company’s issued share capital and any shares issued
during the year can be found in Note 21 of the financial statements.
The Company was granted a general authority by its shareholders at
the 2025 AGM to allot shares up to 33.33% of the Company’s issued
share capital. This authority will expire at the earlier of the conclusion
of the 2026 AGM or 30 June 2026. The Company does not have
authority to allot shares for cash on a non-pre-emptive basis.
A resolution will be proposed at the 2026 AGM to seek the general
authority to allot shares up to 33.33% of the Company’s issued share
capital. In addition, as recommended by the Pre-Emption Group’s
revised Statement of Pre-emption Principles, the Company will propose
Special Resolutions at the 2026 AGM to seek shareholder authority to
disapply pre-emption rights of up to 10% of issued share capital and a
further 10% of issued share capital in relation to the financing of a share
issue in connection with an acquisition or specified capital investment.
The Company was granted authority by its shareholders at the 2025
AGM to purchase up to 30,390,561 of its ordinary shares, being 10%
of the issued share capital. This authority will expire at the earlier of
the conclusion of the 2026 AGM or 30 June 2026.
On 8 April 2025, the Company announced a £3 million buyback
programme, which completed on 5 August 2025. On 8 September
2025, the Company announced an additional £3 million buyback
programme, which remains ongoing. During the year ended
31 December 2025, 9,818,294 shares were bought back for a total
consideration of £5,501,767 (excluding transaction fees).
In order to retain flexibility, the Company will propose a resolution
at the 2026 AGM to renew the Company’s authority to purchase
up to 10% of its ordinary shares at the Directors’ discretion. If the
resolution is passed, the new authority will replace the existing
authority, which will lapse at the conclusion of the AGM in 2026.
Dividends
In line with the Company’s policy, the Directors are recommending
the payment of a final dividend on its ordinary shares for the year
ended 31 December 2025 of 0.93p per share (2024: 0.95p). Subject to
the approval of shareholders at the forthcoming AGM, the proposed
final dividend will be payable on 15 May 2026 to shareholders on the
register at the close of business on 10 April 2026. The ex-dividend
date will be 9 April 2026.
Major Shareholdings
The table below shows notifications received by the Company from
holders of notifiable interests in the Company’s issued share capital,
in accordance with the Financial Conduct Authority’s DTR 5 as at the
financial year ended 31 December 2025. This information was correct
at the date of notification; however, the date it was received may
not have been within the current financial year. It should be noted
that these holdings are likely to have changed since the Company
was notified; however, notification of any change is not required until
the next notifiable threshold is crossed.
Institution
Number of
shares
% of share
capital
disclosed
Aberforth Partners LLP 42,447,306 14.29
Azvalor Asset Management SGIIC SA 29,777,235 10.07
3G Capital Management LLC 29,935,141 10.06
JP Morgan Asset Management Holdings Inc 16,120,346 5.30
Converium Capital Master Fund LP 15,009,222 5.01
ClearBridge Investment Management
Limited (formerly Martin Currie
Investment Management Limited)
14,871,142 4.99
Lombard Odier Asset Man (Europe) Limited 14,638,923 4.86
Hosking Partners LLP 11,541,774 3.81
SFM UK Management LLP 11,106,000 3.66
Between the year end and the latest practicable date prior to the
publication of the annual report, the Company received the following
notifications from shareholders with notifiable interests in the Company:
Institution
Number of
shares
% of share
capital
disclosed
Aberforth Partners LLP 44,369,434 15.05
Converium Capital Master Fund LP 17,964,549 6.09
IG Markets Limited 8,905,549 3.02
Rights and Obligations Attaching to Shares
The Company has a single class of ordinary shares in issue. Holders of the
ordinary shares are entitled to receive dividends (when declared), a copy of
the Company’s Annual Report and Accounts, attend and speak at general
meetings of the Company and appoint proxies and exercise voting rights or
the transfer of voting rights. At any general meeting, on a show of hands,
every shareholder present in person or by proxy shall have one vote and, on
a poll, every shareholder present in person or by proxy, shall have one vote
for every share of which they are the holder. Subject to certain thresholds
being met, holders of ordinary shares may requisition the Board to convene
a general meeting or propose resolutions at AGMs. On liquidation, holders
of ordinary shares may share in the assets of the Company.
None of the ordinary shares carry any special rights with regard to
control of the Company and there are no restrictions on voting rights
or the transfer of voting rights. Major shareholders have the same
voting rights per share as all other shareholders. The Company is not
aware of any arrangements under which financial rights are held by
a person other than the holder of the shares.
The Foxtons Group Employee Benefit Trust is an Employee Benefit Trust
which holds ordinary shares in the Company in trust for employees
within the Group. The Trustee of the Trust has the power to exercise the
rights and powers incidental to, and to act in relation to, the ordinary
shares subject to the Trust in such manner as the Trustee, in its absolute
discretion, thinks fit. The Trustee of the Employee Benefit Trust has waived
its rights to dividends on ordinary shares held by the Trust as these have
not yet vested unconditionally in employees. Details of the ordinary shares
held by the Trust can be found in Note 21 of the financial statements.
There are no restrictions on the transfer of securities in the Company and
no requirement for any person to obtain the approval of the Company, or
other holders of the Company’s securities, in order to transfer securities.
The Company is not aware of any agreements between shareholders that
may result in restrictions on the transfer of securities or on voting rights.
136 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REPORT CONTINUED
Significant Agreements
With the exception of the revolving credit facility agreement with
Barclays Bank plc, which may be terminated by Barclays and all
outstanding loans declared immediately due and payable following
a change of control, the Group is not a party to any significant
agreements that would take effect, alter or terminate on a change
of control of the Group.
Streamlined Energy and Carbon Reporting
and Task Force on Climate-Related
Financial Disclosures
Information on the Group’s Streamlined Energy and Carbon
Reporting and Task Force on Climate-Related Financial Disclosures
is set out in the Strategic Report on
PAGES 56 TO 64 and forms
part of this report by reference.
Risk Management and Internal Controls
The Board has carried out a robust assessment of the Group’s
principal and emerging risks as set out on
PAGES 32 TO 37 of the
Strategic Report. The Group’s financial risk management objectives
and policies, including its use of financial instruments, are set out in
Note 22 of the financial statements.
Going Concern
The financial position of the Group, its cash flows and liquidity
position are set out in the consolidated financial statements.
Furthermore, Note 22 of the financial statements includes the
Group’s objectives and policies for managing its capital, its financial
risk management objectives, details of its financial instruments and
its exposure to credit and liquidity risk.
The Directors believe the Group has adequate resources to continue
in operation for a period of at least 12 months from the date of
approval of the financial statements due to its existing, and forecast,
availability of cash resources. For this reason, the going concern basis
of accounting has been adopted in preparing the financial statements.
The Directors have made this assessment based on consideration
of forecast cash flows, with specific reference to uncertainties in
relation to the macroeconomic outlook, the reverse stress scenario
sensitivities and the Group’s liquidity over an 18-month forecast
period to August 2027.
Auditor
The Directors holding office at the date of this Annual Report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Group’s auditor is unaware. Each Director
has taken all the steps that they ought to have taken as a Director
to make themselves aware of any relevant audit information and to
establish that the Group’s auditor is aware of that information.
BDO LLP, the external auditor of the Group, has advised of its
willingness to continue in office and a resolution to reappoint
them as auditor and the authority for their remuneration to be
determined by the Audit Committee will be proposed at the 2026
AGM. Further details on how the objectivity and independence of
the auditor is safeguarded and assessed can be found in the report
of the Audit Committee on
PAGE 95.
Information Presented in
Other Sections of this Report
Certain information is required to be included in the Annual Report
and Accounts by Listing Rule 6.6.1R. The following table provides
references to where this information can be found.
Section Listing Rule Requirement Location Page
1 Interest capitalised by the Group Not applicable
2 Publication of unaudited
financial information
Not applicable
3 Details of long-term incentive
schemes only involving a Director
Directors’
Remuneration
Report
PAGES
97 TO 133
4 Waiver of emoluments by
a Director
Not applicable
5 Waiver of future emoluments
by a Director
Not applicable
6 Non-pro-rata allotments for
cash (issuer)
Not applicable
7 Non-pro-rata allotments for
cash (major subsidiaries)
Not applicable
8 Parent participation in a placing
by a listed subsidiary
Not applicable
9 Contracts of significance Not applicable
10 Provision of services by a
controlling shareholder
Not applicable
11 Shareholder waivers of dividends Directors'
Report
PAGE 135
12 Shareholder waivers of future
dividends
Directors'
Report
PAGE 135
13 Agreements with controlling
shareholders
Not applicable
Political Donations
No political donations were made or political expenditure incurred
for 2025 (2024: £nil).
AGM
The Company’s AGM will take place at 10.00 am on 7 May 2026
at the Company’s registered office, Building 12, Chiswick Park,
566 Chiswick High Road, London W4 5AN. The Notice of Meeting,
which sets out the resolutions to be proposed at the forthcoming
AGM and attendance arrangements, accompanies the Annual Report
and Accounts and can also be found on the Group’s website at
www.foxtonsgroup.co.uk/investor-relations/agm.
Post Balance Sheet Events
and Future Developments
Refer to Note 27 of the financial statements for details of post
balance sheet events. Details of the Group’s business activities and
the factors likely to affect its future development, performance and
position are set out in the Strategic Report on
PAGES 1 TO 65 and
form part of this report by reference.
On behalf of the Board
Chief Executive Officer Chief Financial Officer
4 March 2026
137
FINANCIAL STATEMENTSCORPORATE GOVERNANCE REPORTSTRATEGIC REPORT FINANCIAL STATEMENTS
DIRECTORS’ RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Annual Report and the
Group and Parent Company financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law, the Directors are required
to prepare the Group financial statements in accordance with
applicable law and UK-adopted international accounting standards.
The Directors have elected to prepare the Parent Company financial
statements in accordance with Financial Reporting Standard 101
‘Reduced Disclosure Framework’. Under company law, the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group
and Parent Company of the profit or loss of the Group for that period.
In preparing the Parent Company financial statements, the Directors
are required to:
• Select suitable accounting policies and then apply
them consistently.
• Make judgements and accounting estimates that are reasonable
and prudent.
• State whether Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ has been followed, subject to
any material departures disclosed and explained in the
financial statements.
• Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Parent Company
will continue in business.
In preparing the Group’s financial statements, International
Accounting Standard 1 requires that Directors:
• Properly select and apply accounting policies.
• Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information.
• Provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the entity’s financial position and
financial performance.
• Make an assessment of the Group’s ability to continue as a
going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and the
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and the Company and
enable them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the Group and the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for preparing the Directors’ Report,
the Strategic Report, the Directors’ Remuneration Report and the
Corporate Governance Report in accordance with the Companies Act
2006 and applicable regulations, including the requirements of the
Listing Rules and the Disclosure Guidance and Transparency Rules of
the FCA.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group’s website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
Responsibility Statement
Each of the Directors confirm that to the best of their knowledge:
• The consolidated financial statements, prepared in accordance
with the relevant financial reporting framework, give a true and
fair view of the assets, liabilities, financial position and profit of
the Group;
• The Parent Company financial statements, prepared in
accordance with the relevant financial reporting framework, give
a true and fair view of the assets, liabilities and financial position
of the Company; and
• The Strategic Report and the Directors’ Report include a fair
review of the development and performance of the business and
the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
The Directors consider that the Annual Report and Accounts, taken
as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group’s and the
Company’s position, performance, business model and strategy.
This responsibility statement was approved by the Board of Directors
and was signed on its behalf by:
Guy Gittins Chris Hough
Chief Executive Officer Chief Financial Officer
4 March 2026
138 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF FOXTONS GROUP PLC
Opinion on the Financial Statements
We have audited the financial statements of Foxtons Group Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position,
the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and notes to the financial statements, the Parent
Company Statement of Financial Position, the Parent Company Statement of Changes in Equity and notes to the Parent Company financial
statements, including a summary of material and significant accounting policy information.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted
international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial
statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the
additional report to the Audit Committee.
Independence
Following the recommendation of the Audit Committee, we were appointed by the Directors on 13 May 2020 to audit the financial statements
for the year ended 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement including retenders and
reappointments is six years, covering the years ended 31 December 2020 to 31 December 2025. We remain independent of the Group and the
Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of
the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue
to adopt the going concern basis of accounting included:
• An assessment of the appropriateness of the approach and model used by the Directors when performing their going concern assessment,
including the following procedures;
• Subjecting the going concern model to check the mechanical accuracy of the underlying formulae in both the base case model and
reverse stress test case;
• Confirmed the definition and basis of calculation of the financial covenants within the Revolving Credit Facility (‘RCF’) agreement.
We checked the covenant compliance calculations included within the going concern assessment model to determine whether this
was calculated accurately and the Group complied with the financial covenants included within the RCF agreement, therefore
supporting the availability of the facility throughout the defined going concern review period; and
139
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
• An evaluation and challenge of the underlying data and key assumptions used to make the assessment (focusing on revenue growth
rates, Group profitability and the timing and quantum of significant future cash flows). Challenge over assumptions included:
• Key assumptions (being; revenue growth and profitability) were challenged to supporting evidence and initiatives within
the Group;
• Comparison of revenue growth estimates against market research (both corroborative and contradictory) to determine the
reasonableness of the estimates used and the likelihood of the reverse stress test assumptions occurring;
• Audit of the accuracy of significant non-profit cash flows and regular operating profit derived cash movements within the going
concern model (including working capital, capital expenditure, taxes and acquisition consideration, and unwinding of accumulated
contract assets for lettings revenue) by agreement to supporting documentation;
• Review of management's assessment of the impact of the Renters’ Rights Act on the quantum and timing of future cash flows;
• Evaluation of the Directors’ historic forecasts against the achieved actuals for the year ended 31 December 2025 to establish the
accuracy with which cash flows have been budgeted (together with assessment of previous years); and
• Assessing the accuracy of the point at which the reverse stress scenario is modelled with reference to covenant compliance and
available headroom on the facility and the likelihood of the reverse stress test scenario occurring.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
2025 2024
Key audit matters Risk of inaccurate IFRS 15 coding calculations
leading to errors in the year end lettings IFRS 15
revenue adjustment
Risk of inaccurate IFRS 15 coding calculations
leading to errors in the year end lettings IFRS 15
revenue adjustment.
Materiality Group financial statements materiality as a whole is £1.3m (2024: £1.2m) based on 0.75% (2024: 0.75%)
of Group revenue for the year.
140 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC CONTINUED
An Overview of the Scope of our Audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework
and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement to the Group
financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures
on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the
risks where necessary, with the aim of reducing the Group risk of material misstatement to an acceptable level, in order to provide a basis for
our opinion.
Components in scope
There are 22 entities within the Group, including the Parent Company. The nature of these entities in the Group is as follows:
• 10 entities are trading entities, including the Parent Company, which have financial impact on the financial statements;
• 4 entities which are holding companies which hold investments in trading entities in the Group; and
• 8 are dormant entities and have no financial impact on the financial statements.
All trading entities except for Foxtons Group plc (the Parent Company) and Alexander Hall Associates Limited generate revenue from Lettings
and Sales. Alexander Hall Associates Limited generates Financial Services revenue, which is unique to this entity.
Haslams Estate Agents Limited, Michael Hardy & Company (Wokingham) Limited, Michael Hardy & Company (Lettings) Limited and the
holding company Haslams Estate Agents (Thames Valley) Limited are in a separate component as they are in a different geographical location
to the rest of the Group. These entities record transactions on a different accounting system before consolidation in the Group accounting
system. The control environment is otherwise consistent across the Group as the finance and IT teams are centralised.
Based on the nature of the entities within the Group, the revenue generating activities, the relevant control environments, and the location of
the entities, we identified 6 components of the Group, with each entity being assigned to one component.
We have used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. These
further audit procedures included:
• Procedures on the entire financial information of the component, including performing substantive procedures and tests of operating
effectiveness of controls;
• Procedures on one or more classes of transactions, account balances or disclosures; and
• Risk assessment procedures.
141
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
Procedures performed at the component level
We performed procedures to respond to Group risks of material misstatement at the component level that included the following.
Component Component Name Entity Group Audit Scope
1 Foxtons Group Plc – the parent entity Foxtons Group Plc Statutory audit and procedures on
the entire financial information of
the component
2 Foxtons – main trading entity Foxtons Limited Procedures on the entire financial
information of the component
3 Alexander Hall Associated – trading entity Alexander Hall Associated Limited Procedures on one or more
classes of transactions and risk
assessment procedures.
4 Minor Group entities – trading entities
and holding companies
• Foxtons Intermediate Holdings Limited
• Foxtons Operational Holdings Limited
• Ludlow Thompson Holdings Limited
• Imagine Property Group Limited
• Marshall Vizard LLP
• Neil Marshall Limited
• Dominic Watts Limited
Procedures on one or more
classes of transactions and risk
assessment procedures
5 Haslams – trading entities • Haslams Estate Agents Limited
• Michael Hardy & Company
(Wokingham) Limited
• Michael Hardy & Company
(Lettings) Limited
• Haslams Estate Agents
(Thames Valley) Limited
Procedures on one or more classes
of account balances and risk
assessment procedures
6 Consolidation entities This component includes all of the remaining
dormant companies as listed in Note 13 of the
financial statements
Risk assessment procedures
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls and similarity of the Group’s
activities and business lines in relation to all financial statement areas due to the centralised function of the head office. We therefore designed
and performed procedures centrally for all financial statement areas.
The Group operates a centralised IT function that supports revenue recognition for the main trading entity, Foxtons Limited, as well as financial
reporting and IT processes for all components within the Group except for the Haslams component which records transactions on a different
accounting system before consolidation in the Group accounting system. The centralised IT function is subject to specified risk-focused audit
procedures, predominantly the testing of the relevant IT general controls and IT application controls.
The Group engagement team has performed all procedures and has not involved component auditors in the Group audit.
Changes from the prior year
There have been no significant changes to the Group’s audit scope from the prior year. A minor change has been for the Haslams component we
performed procedures on one or more classes of account balances and risk assessment procedures whereas in the prior year we performed risk
assessment procedures.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential impacts
on the financial statements and adequately disclose climate-related risks within the Annual Report and Accounts;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this
particular sector; and
• Review of the minutes of Board, Audit Committee and ESG Committee meeting.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in management’s going concern assessment and viability assessment and in management’s judgements
and estimates in relation to cash flows attributable to the value in use assessment of the indefinite life brand asset.
We also assessed the consistency of management’s disclosures included within the Group’s Task Force on Climate-related Financial Disclosures
on page
PAGE 58 with the financial statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any key audit matters materially impacted by climate-related risks and
related commitments.
142 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC CONTINUED
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Risk of inaccurate IFRS 15
coding calculation leading
to errors in the year end
lettings IFRS 15 revenue
adjustment.
The risk is in respect of the
£29.4m gross contract assets
(pre-expected credit loss)
relating to unbilled lettings
commission in Foxtons
Limited and £6.6m of
contract liabilities for securing
a tenant relating to Foxtons
Limited. (Note 17 to the
Group financial statements).
The accounting policy leading
to the inception of these
balances is covered in Note
1.9 of the Group financial
statements.
The Group uses a complex in-house
developed application (“BOS”) to
provide IT coding functionality,
to convert contracts within the
system from a “billed” basis to a
“revenue” basis, utilising (among
other parameters) the break clause
as described in Note 1.9 of the Group
financial statements to split revenue
and recognise it accordingly over the
life of the contract.
The increasing size of the contract
assets, together with the complexity
of the underlying application code, has
led the audit team to conclude this risk
as being the most significant risk of
material misstatement to the Group.
The complexity of BOS, and the
underlying code, as well as the nature
of the specific IT-dependent and
automated controls that underpin
the successful running of the BOS
application this code, requires us to
use IT audit specialists in assessing
the controls around access to, and the
change environment with respect to,
the coded functionality in BOS.
As a result of the above complexity,
it being a significant fraud risk, and
the required focus from IT audit
specialists, we considered this to be
a key audit matter.
The audit team have performed the following control procedures in
testing the risk in relation to the IFRS 15 coding calculation for the
accuracy of contract asset and contract liability measurements:
• Performed a detailed assessment of the control environment
around the BOS application that calculates the IFRS 15
adjustments, including access rights to develop this code.
We have also undertaken a detailed review of any changes to
the code against that of the prior year, challenging management
as to the rationale underpinning any changes to the coding; and
• Formed expectations around the monthly revenue recognition
output pattern for a sample of 4 different deals (focused around
the behaviour of break clause and notice date parameters in the
system for those deals) and compared to the revenue that has
been recognised on a monthly basis from the application of this
coding by management.
Having tested controls around access to the revenue coding together
with the expected revenue outputs on a sample of the IFRS 15
balances, and reconciling the resultant contract asset and contract
liability positions from the code (when applied at 31 December 2025)
to the Group’s financial statements, the audit team then performed
the following controls and substantive testing on a sample of
contract assets and liabilities at the full year 31 December 2025:
• Substantively agreed the cumulative revenue recognised on the
deals by inspecting the underlying deal documentation
including the tenancy agreement and terms and conditions of
the tenancy;
• Substantively recalculated the cumulative charged amounts
between the Landlord and the Group together with testing the
automated controls in BOS that calculate deal commissions; and
• Confirmed the resultant contract asset or contract liability
calculation (being the difference between cumulative revenue
and cumulative charged amounts).
Key observations:
Our audit procedures over the key audit matter did not identify any
issues with the existence and accuracy of the contract assets and
contract liabilities recorded as a result of management applying the
IFRS 15 coding.
143
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
Our Application of Materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that
are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements Parent Company financial statements
2025
£ million
2024
£ million
2025
£ million
2024
£ million
Materiality 1.3 1.2 1.2 1.2
Basis for determining
materiality
0.75% of final
audited revenues.
0.75% of final
audited revenues.
95% of Group materiality. 95% of Group materiality.
Rationale for the
benchmark applied
We consider revenue to be the most appropriate
materiality benchmark as it provides a more stable
measure of year-on-year performance and is a key
performance indicator for the Group.
The Parent Company does not have a source of revenue.
The Parent Company materiality was capped at a
percentage of Group materiality.
Performance materiality 1.0 0.9 0.9 0.9
Basis for determining
performance materiality
75% of Group materiality 75% of Group materiality 75% of Parent Company
materiality
75% of Parent Company
materiality
Rationale for the
percentage applied for
performance materiality
Continued low level of historic and anticipated
misstatements and brought forward uncorrected
misstatements.
Few areas of complex estimates in the Group, reflecting a
lower level of management judgement across the Group
financial statements.
Continued low level of historic and anticipated
misstatements and brought forward uncorrected
misstatements.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group (apart from the Parent Company
whose materiality and performance materiality are set out above) dependent on a number of factors including expected total value of known
and likely misstatements, aggregation effect of the planned nature of testing, precision of estimates and our assessment of the risk of material
misstatement of those components. Component performance materiality ranged from £63,000 to £970,000 (2024: £65,000 to £875,950).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £64,000 (2024: £62,000).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other Information
The Directors are responsible for the other information. The other information comprises the information included in the document entitled
Annual Report and Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
144 FOX TONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC CONTINUED
Corporate Governance Statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-term viability • The Directors' statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on PAGE 137;
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on
PAGE 38; and
• The Directors’ statement on whether they have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities set out on
PAGE 31.
Other Code provisions • Directors' statement on fair, balanced and understandable set out on
PAGE 94;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on
PAGE 136;
• The section of the Annual Report and Accounts that describes the review of effectiveness
of risk management and internal control systems set out on
PAGE 93; and
• The section describing the work of the Audit Committee set on
PAGE 90.
Other Companies Act 2006 Reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report and Directors’ report In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in the Strategic Report or the Directors’ Report.
Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement In our opinion, based on the work undertaken in the course of the audit the information about
internal control and risk management systems in relation to financial reporting processes and
about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the
FCA Rules), is consistent with the financial statemented and has been prepared in accordance
with the applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in this information.
In our opinion, based on the work undertaken in the course of the audit information about
the Parent’s Company corporate governance code and practices and about its administrative,
management and supervisory bodies and their committees with rules 7.2.2, 7.2.3 and 7.2.7 of
the FCA rules.
We have nothing to report arising from our responsibility to report if a corporate governance
statement has not been prepared by the Parent Company.
Matters on which we are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration
report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
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CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance and those responsible for legal and compliance procedures; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be:
• Those that relate to the reporting framework (UK-adopted international accounting standards) and United Kingdom Generally Accepted
Accounting Practice;
• The Companies Act 2006 and UK Corporate Governance Code;
• Accounting Rule 1 of the Conduct and Membership Rules of Propertymark; and
• Relevant UK tax regulations.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be:
• Estate Agents Act 1979;
• The Money Laundering Regulations 2007;
• The Proceeds of Crime Act 2002; and
• The Data Protection Act 2018.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
• Review of correspondence, including inspections, with regulatory and tax authorities for any instances of non-compliance with laws
and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Assessing the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which
may be fundamental to the Group’s and components’ ability to operate. These include compliance with Estate Agents Act 1979, the Money
Laundering Regulations 2007, the Proceeds of Crime Act 2002, and the Data Protection Act 2018;
• Third-party confirmations were obtained directly from the Group’s solicitors to assess the completeness of claims and legal matters made
available to us; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
The engagement partner assessed the audit team as collectively holding the appropriate competence and capabilities to identify and/or
recognise non-compliance with laws and regulations. Where appropriate, additional specialists were involved as members of engagement team
discussions to direct the audit procedures toward identifying irregularities as above.
146 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC CONTINUED
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance including the Audit Committee regarding any known or suspected instances
of fraud;
• Review of management’s response to any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
• Detecting and responding to the risks of fraud; and
• Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be;
• IFRS 15 risk of coding errors in respect of the accuracy of contract assets and contract liabilities in the Lettings revenue stream; and
• Management override of controls (including the posting of adjustments in respect of the IFRS 15 coding remeasurement of contract assets
and contract liabilities).
Our procedures in respect of the above included:
• Testing of the IFRS 15 coding and substantive testing of a sample of contract assets and contract liabilities to supporting documentation
as noted in our key audit matter;
• Checked the accuracy of the lettings revenue reconciliation for the year between the BOS and the Group’s accounting system.
We corroborated the reconciling items back to movements in audited statement of financial position areas (including the Lettings contract
assets and contract liabilities) Where the reconciling items related to revenue codes either not included in the business operating system or
not included within the accounting system, a sample of these items were agreed to further supporting documentation; and
• Tested journal entries throughout the year which met a defined risk criteria, together with an additional sample of journals that fell outside
of this risk threshold, by agreeing to supporting documentation and that the transaction was a bona fide business transaction.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements,
the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Use of our Report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
For and on behalf of BDO LLP , Statutory Auditor
55 Baker Street, London, W1U 7EU
4 March 2026
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
147
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | ||
Continuing operations | Notes | £’000 | £’000 |
Revenue | 2 | ||
Direct operating costs 1 | ( | ( | |
Other operating costs | ( | ( | |
Operating profit | |||
Other gains | 3 | ||
Finance income | 5 | ||
Finance costs | 5 | ( | ( |
Profit before tax | |||
Tax charge | 6 | ( | ( |
Profit and total comprehensive income for the year | |||
| Earnings per share | |||
Basic earnings per share | 8 | ||
Diluted earnings per share | 8 | ||
| Adjusted measures | |||
Adjusted EBITDA 2,3 | 26 | ||
Adjusted operating profit 2,4 | 2,26 | ||
Adjusted profit before tax 2,3 | 26 | ||
Adjusted basic earnings per share 2,5 | 8,26 |
1
Direct operating costs include impairment losses on trade receivables and contract assets of £105 k (2024: £1,269 k) (see Note 3).
2
2024 adjusted measures have been restated under the Group’s revised adjusted items policy which is set out in Note 1. The policy now excludes non-cash IFRS 2 charges
from the CEO’s LTIP buyout award, as these relate to forfeited incentives from his former employer and do not represent underlying performance. Refer to Note 26 for
definitions of the adjusted measures.
3
Adjusted EBITDA and Adjusted profit before tax are reconciled to the nearest statutory measure in Note 26.
4
Adjusted operating profit is reconciled to the nearest statutory measure in Note 2.
5
Adjusted basic earnings per share is reconciled to statutory earnings per share in Note 8.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31DECEMBER2025
148 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31DECEMBER2025
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
| Non–current assets | |||
Goodwill | 9 | ||
Other intangible assets | 9 | ||
Property, plant and equipment | 10 | ||
Right–of–use assets | 11 | ||
Contract assets | 17 | ||
Investments | |||
Deferred tax assets | 6 | ||
| Current assets | |||
Trade and other receivables | 14 | ||
Contract assets | 17 | ||
Current tax assets | |||
Cash and cash equivalents | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 15 | ( | ( |
Lease liabilities | 11 | ( | ( |
Contract liabilities | 17 | ( | ( |
Provisions | 18 | ( | ( |
( | ( | ||
Net current assets / (liabilities) | ( | ||
| Non–current liabilities | |||
Lease liabilities | 11 | ( | ( |
Borrowings | 16 | ( | ( |
Contract liabilities | 17 | ( | |
Provisions | 18 | ( | ( |
Deferred tax liabilities | 6 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 19 | ||
Merger reserve | 20 | ||
Other reserves | 20 | ||
Own shares reserve | 21 | ( | ( |
Retained earnings | |||
Total equity |
149
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31DECEMBER2025
| Own | |||||||
| Share | Merger | Other | shares | Retained | Total | ||
| capital | reserve | reserves | reserve | earnings | equity | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at | ( | ||||||
Total comprehensive income for the year | |||||||
Dividends | 7 | ( | ( | ||||
Credit to equity for share–based payments | 25 | ||||||
Share buybacks | 19 | ( | ( | ( | |||
Settlement of share incentive plan | 21 | ( | ( | ||||
Balance at | ( |
| Own | |||||||
| Share | Merger | Other | shares | Retained | Total | ||
| capital | reserve | reserves | reserve | earnings | equity | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Balance at 1 January 2024 | ( | ||||||
Total comprehensive income for the year | |||||||
Dividends | 7 | ( | ( | ||||
Credit to equity for share–based payments | 25 | ||||||
Settlement of share incentive plan | 21 | ( | ( | ||||
Balance at 31 December 2024 | ( |
150 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31DECEMBER2025
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
| Operating activities | |||
Operating profit: | 2 | ||
| Adjustments for: | |||
Depreciation of property, plant and equipment and right-of-use assets | 10,11 | ||
Amortisation of intangible assets | 9 | ||
Loss/(gain) on disposal of property, plant and equipment | 10 | ( | |
Loss on disposal of intangible assets | 9 | ||
Gain on lease surrenders | 11 | ( | ( |
Gain on lease modifications | 11 | ( | ( |
Sub–lease asset impairment reversal | ( | ||
Decrease in provisions | ( | ( | |
Share incentive plans settlements | ( | ( | |
Share–based payment charges | 25 | ||
Operating cash flows before movements in working capital | |||
Increase in receivables and contract assets | ( | ( | |
Decrease in payables and contract liabilities | ( | ( | |
Cash generated by operations | |||
Income taxes paid | ( | ( | |
Net cash from operating activities | |||
| Investing activities | |||
Interest received | |||
Proceeds on disposal of property, plant and equipment and assets held for sale | |||
Purchases of property, plant and equipment and right-of-use assets | ( | ( | |
Purchases of intangibles | 9 | ( | ( |
Proceeds on sale of investments | |||
Acquisition of subsidiaries (net of cash acquired) | 12 | ( | ( |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Proceeds from borrowings | 16 | ||
Repayment of borrowings | 16 | ( | ( |
Dividends paid | 7 | ( | ( |
Interest on borrowings | 16 | ( | ( |
Interest on lease liabilities | 11 | ( | ( |
Repayment of lease liabilities | 11 | ( | ( |
Sub–lease receipts | |||
Purchase of own shares | 19 | ( | |
Net cash used in financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of year |
151
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
152 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
153
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
154 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
155
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
156 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
157
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
158 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
159
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
160 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
161
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| Financial | Corporate | Group | ||||
| Lettings | Sales | Services | costs | total | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | |
Revenue 1 | 110,966 | 51,258 | 10,309 | n/a | 172,533 | |
Contribution | 26 | 82,933 | 23,284 | 4,200 | n/a | 110,417 |
Contribution margin | 26 | 74.7% | 45.4% | 40.7% | n/a | 64.0% |
Adjusted operating profit/(loss) | 26 | 29,840 | (5,743) | 1,124 | (2,996) | 22,225 |
Adjusted operating profit/(loss) margin | 26 | 26.9% | (11.2%) | 10.9% | n/a | 12.9% |
Adjusted items | 4 | (252) | ||||
Amortisation of acquired intangibles | 9 | (2,611) | ||||
Operating profit | 19,362 | |||||
Other gains | 325 | |||||
Finance income | 5 | 341 | ||||
Finance cost | 5 | (3,115) | ||||
Profit before tax | 16,913 |
| Financial | Corporate | Group | |||
| Lettings | Sales | Services | costs | total | |
| Depreciation and amortisation | £’000 | £’000 | £’000 | £’000 | £’000 |
Depreciation 2 | 8,721 | 5,186 | 12 | – | 13,919 |
Amortisation from non-acquired intangibles | 420 | 276 | 7 | – | 703 |
Amortisation from acquired intangibles | 1,974 | 637 | – | – | 2,611 |
Total | 11,115 | 6,099 | 19 | – | 17, 233 |
162 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Financial | Corporate | Group | ||||
| Lettings | Sales | Services | costs | total | ||
| Notes | £’000 | £’000 | £’000 | £’000 | £’000 | |
Revenue 1 | 106,030 | 48,565 | 9,332 | n/a | 163,927 | |
Contribution | 26 | 78,105 | 22,743 | 4,015 | n/a | 104,863 |
Contribution margin | 26 | 73.7% | 46.8% | 43.0% | n/a | 64.0% |
| Adjusted operating profit/ | 26 | 27,438 | (3,820) | 1,135 | (2,635) | 22,118 |
(loss) – restated 2 | ||||||
| Adjusted operating profit/ | 26 | 25.9% | (7.9%) | 12.2% | n/a | 13.5% |
(loss) margin – restated 2 | ||||||
Adjusted items 2 | 4 | (228) | ||||
Amortisation of acquired intangibles | 9 | (2,084) | ||||
Operating profit | 19,806 | |||||
Other gains | 260 | |||||
Finance income | 5 | 296 | ||||
Finance cost | 5 | (2,877) | ||||
Profit before tax | 17,485 |
| Financial | Corporate | Group | |||
| Lettings | Sales | Services | costs | total | |
| Depreciation and amortisation | £’000 | £’000 | £’000 | £’000 | £’000 |
Depreciation 3 | 8,249 | 4,963 | 14 | – | 13,226 |
Amortisation from non-acquired intangibles | 103 | 66 | 49 | – | 218 |
Amortisation from acquired intangibles | 1,666 | 418 | – | – | 2,084 |
Total | 10,018 | 5,447 | 63 | – | 15,528 |
Restated 1 | |||
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Short-term leases | 11 | 657 | 915 |
Depreciation of property, plant and equipment | 10 | 2,636 | 2,542 |
Depreciation of right-of-use assets | 11 | 11,283 | 10,684 |
Amortisation of non-acquired intangibles | 9 | 703 | 218 |
Amortisation of acquired intangibles | 9 | 2,611 | 2,084 |
Loss/(gain) on disposal of property, plant and equipment | 10 | 5 | (37) |
Loss on disposal of intangible assets | 9 | 54 | – |
Impairment loss on trade receivables and contract assets | 105 | 1,269 | |
Employee costs | 98,354 | 91,192 | |
Adjusted items net charge 1 | 4,26 | 252 | 228 |
Other gains | 325 | 260 |
163
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
The audit of the Company | 383 | 368 |
The audit of the Company’s subsidiaries | 128 | 125 |
Total audit fees | 511 | 493 |
Audit-related assurance services | 45 | 44 |
Other assurance services | 6 | 6 |
Total non-audit fees | 51 | 50 |
| 2025 | 2024 | |
| Number of | Number of | |
| employees | employees | |
Fee earning staff | 900 | 859 |
Administrative and support staff | 597 | 563 |
1,422 |
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Wages and salaries | 82,716 | 78,966 | |
Social security costs | 11,544 | 9,511 | |
Share-based payments | 25 | 2,772 | 1,549 |
Defined contribution pension costs | 1,322 | 1,166 | |
98,354 | 91,192 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries | 1,327 | 1,910 |
Short–term non–monetary benefits | 38 | 45 |
Share–based payments | 1,983 | 1,031 |
Pension benefits | 23 | 22 |
3,371 | 3,008 |
164 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Restated 3 | ||
| 2025 | 2024 | |
| £’000 | £’000 | |
Net property related reversals 1 | (1,288) | (629) |
Transaction related costs 2 | 321 | 298 |
LTIP buyout award IFRS 2 charges 3 | 989 | 559 |
Reorganisation costs 4 | 230 | – |
Net adjusted items charge | 252 | 228 |
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
| Finance income | |||
Interest income on cash and cash equivalents | 260 | 266 | |
Interest income on leasing arrangements | 11 | 51 | 30 |
Other finance income | 30 | – | |
Total finance income | 341 | 296 | |
| Finance costs | |||
Interest on borrowings | 16 | (1,009) | (812) |
Interest on lease liabilities | 11 | (2,070) | (2,065) |
Other finance costs | (36) | – | |
Total finance costs | (3,115) | (2,877) | |
Net finance cost | (2,7 74) | (2,581) |
165
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
| Current tax | ||
Current period UK corporation tax | 5,738 | 4,546 |
Adjustment in respect of prior periods | (187) | (1,029) |
Total current tax charge | 5,551 | 3,517 |
| Deferred tax | ||
Origination and reversal of temporary differences | (1,199) | (473) |
Adjustment in respect of prior periods | (285) | 439 |
Total deferred tax credit | (1,484) | (34) |
Tax charge on profit on ordinary activities | 4,067 | 3,483 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Profit before tax from continuing operations | 16,913 | 17,485 |
Tax at the UK corporation tax rate (as stated above) | 4,228 | 4,371 |
Tax effect of expenses that are not deductible | 254 | 392 |
Tax effect of non-taxable income | (81) | (280) |
Other differences – share awards | 111 | (59) |
Adjustment in respect of previous periods | (472) | (590) |
Derecognition/(recognition) of a deferred tax asset | 27 | (351) |
Tax charge on profit on ordinary activities | 4,067 | 3,483 |
Effective tax rate | 24.0% | 19.9% |
166 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
Deferred tax assets | 3,035 | 2,738 |
Deferred tax liabilities | (28,970) | (29,503) |
Net deferred tax | (25,935) | (26,765) |
| Other | Tax losses | ||||
| Fixed | temporary | carried | Intangible | ||
| assets | differences | forward | assets | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
At 31 December 2023 | 105 | 830 | 970 | (28,153) | (26,248) |
(Charge)/credit to profit or loss | (36) | 491 | (36) | (385) | 34 |
Credit to equity | – | 750 | – | – | 750 |
Additions through business combinations | – | (336) | – | (965) | (1,301) |
At 31 December 2024 | 69 | 1,735 | 934 | (29,503) | (26,765) |
Credit/(charge) to profit or loss | 349 | 743 | (401) | 793 | 1,484 |
Charge to equity | – | (280) | – | – | (280) |
Additions through business combinations (refer to Note 12) | – | (60) | – | (260) | (320) |
Other movements | – | (54) | – | – | (54) |
At 31 December 2025 | 418 | 2,084 | 533 | (28,970) | (25,935) |
167
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
7. DIVIDENDS
| 2025 | 2024 | |
| £’000 | £’000 | |
Final dividend for the year ended 31 December 2024: 0.95p (31 December 2023: 0.70p) per ordinary share | 2,875 | 2,119 |
Interim dividend for the year ended 31 December 2025: 0.24p (31 December 2024: 0.22p) per ordinary share | 718 | 668 |
3,593 | 2,787 |
For 2025, the Board has proposed a final dividend of 0.9 3p per ordinary share (£2.7 million) to be paid on 15 May 2026.
| Restated | ||
| 2025 | 2024 | |
| £’000 | £’000 | |
Profit for the purposes of basic and diluted earnings per share | 12,846 | 14,002 |
| Adjusted for: | ||
Adjusted items (including associated taxation) 1 | 372 | 88 |
Amortisation of acquired intangibles (including associated taxation) 1 | 1,958 | 1,563 |
Adjusted earnings for the purposes of adjusted earnings per share 2 | 15,176 | 15,653 |
Number of shares | 2025 | 2024 |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 300,801,699 | 302,867,437 |
Effect of dilutive potential ordinary shares | 5,973,303 | 6,899,138 |
Weighted average number of ordinary shares for the purpose of diluted earnings per share | 306,775,002 | 309,766,575 |
Earnings per share (basic) | 4.3p | 4.6p |
Earnings per share (diluted) | 4.2p | 4.5p |
Adjusted earnings per share (basic) 3 | 5.0p | 5.2p |
Adjusted earnings per share (diluted) 3 | 4.9p | 5.1p |
168 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Customer | ||||||
| Assets | contracts | |||||
| under | and | |||||
| Goodwill | Brand | Software | construction | relationships | Total | |
| 2025 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost | ||||||
At 1 January 2025 | 62,097 | 99,000 | 3,235 | 2,824 | 21,782 | 188,938 |
Fair value adjustments 1 | 854 | – | – | – | – | 854 |
Additions | – | – | – | 1,013 | – | 1,013 |
Disposals | – | – | (87) | – | – | (87) |
| Acquired through business combinations | 1,376 | – | – | – | 1,042 | 2,418 |
| (refer to Note 12) | ||||||
Transfer | – | – | 2,985 | (2,985) | – | – |
At 31 December 2025 | 64,327 | 99,000 | 6,133 | 852 | 22,824 | 193,136 |
Accumulated amortisation and impairment losses | ||||||
At 1 January 2025 | 9,819 | – | 2,411 | – | 6,413 | 18,643 |
Amortisation | – | – | 703 | – | 2,611 | 3,314 |
Disposals | – | – | (33) | – | – | (33) |
At 31 December 2025 | 9,819 | – | 3,081 | – | 9,024 | 21,924 |
| Net carrying value | ||||||
At 31 December 2025 | 54,508 | 99,000 | 3,052 | 852 | 13,800 | 171,212 |
At 1 January 2025 | 52,278 | 99,000 | 824 | 2,824 | 15,369 | 170,295 |
| Customer | ||||||
| Assets | contracts | |||||
| under | and | |||||
| Goodwill | Brand | Software | construction | relationships | Total | |
| 2024 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
| Cost | ||||||
At 1 January 2024 | 50,528 | 99,000 | 3,007 | 1,487 | 17,925 | 171,947 |
Fair value adjustments 1 | (577) | – | – | – | – | (577) |
Additions | – | – | – | 1,565 | – | 1,565 |
Acquired through business combinations | 12,146 | – | – | – | 3,857 | 16,003 |
Transfer | – | – | 228 | (228) | – | – |
At 31 December 2024 | 62,097 | 99,000 | 3,235 | 2,824 | 21,782 | 188,938 |
Accumulated amortisation and impairment losses | ||||||
At 1 January 2024 | 9,819 | – | 2,193 | – | 4,329 | 16,341 |
Amortisation | – | – | 218 | – | 2,084 | 2,302 |
At 31 December 2024 | 9,819 | – | 2,411 | – | 6,413 | 18,643 |
| Net carrying value | ||||||
At 31 December 2024 | 52,278 | 99,000 | 824 | 2,824 | 15,369 | 170,295 |
At 1 January 2024 | 40,709 | 99,000 | 814 | 1,487 | 13,596 | 155,606 |
169
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
Lettings goodwill | 54,508 | 52,278 |
Brand asset – Sales and Lettings | 99,000 | 99,000 |
153,508 | 151,278 |
170 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Fixtures, | Assets | |||
| Leasehold | fittings and | under | ||
| improvements | equipment | construction | Total | |
| 2025 | £’000 | £’000 | £’000 | £’000 |
| Cost | ||||
At 1 January 2025 | 35,950 | 13,265 | – | 49,215 |
Additions | 188 | 242 | 2,857 | 3,287 |
Disposals | (309) | (155) | – | (464) |
Transferred into use | 619 | 74 | (693) | – |
At 31 December 2025 | 36,448 | 13,426 | 2,164 | 52,038 |
| Accumulated depreciation and impairment losses | ||||
At 1 January 2025 | 30,348 | 10,783 | – | 41,131 |
Disposals | (307) | (152) | – | (459) |
Depreciation | 1,692 | 944 | – | 2,636 |
At 31 December 2025 | 31,733 | 11,575 | – | 43,308 |
| Net carrying value | ||||
At 31 December 2025 | 4,715 | 1,851 | 2,164 | 8,730 |
At 1 January 2025 | 5,602 | 2,482 | – | 8,084 |
171
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| Fixtures, | Assets | |||
| Leasehold | fittings and | under | ||
| improvements | equipment | construction | Total | |
| 2024 | £’000 | £’000 | £’000 | £’000 |
| Cost | ||||
At 1 January 2024 | 35,083 | 12,965 | – | 48,048 |
Additions | 297 | 228 | 581 | 1,106 |
Acquired through business combinations | 61 | – | – | 61 |
Transferred into use | 509 | 72 | (581) | – |
At 31 December 2024 | 35,950 | 13,265 | – | 49,215 |
| Accumulated depreciation and impairment losses | ||||
At 1 January 2024 | 28,767 | 9,822 | – | 38,589 |
Depreciation | 1,581 | 961 | – | 2,542 |
At 31 December 2024 | 30,348 | 10,783 | – | 41,131 |
| Net carrying value | ||||
At 31 December 2024 | 5,602 | 2,482 | – | 8,084 |
At 1 January 2024 | 6,316 | 3,143 | – | 9,459 |
| Motor | |||
| Property | vehicles | Total | |
| £’000 | £’000 | £’000 | |
At 1 January 2024 | 34,517 | 7,954 | 42,471 |
Additions | 2,396 | 3,475 | 5,871 |
Acquired through business combinations | 921 | 80 | 1,001 |
Lease modifications | (84) | 534 | 450 |
Disposals | (242) | (245) | (487) |
Depreciation | (6,754) | (3,930) | (10,684) |
At 31 December 2024 | 30,754 | 7,868 | 38,622 |
Additions | 12,695 | 2,049 | 14,744 |
Acquired through business combinations (refer to Note 12) | – | 18 | 18 |
Lease modifications | (2,510) | (13) | (2,523) |
Disposals | (1,009) | (76) | (1,085) |
Depreciation | (7,162) | (4,121) | (11,283) |
At 31 December 2025 | 32,768 | 5,725 | 38,493 |
172 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Motor | |||
| Property | vehicles | Total | |
| £’000 | £’000 | £’000 | |
At 1 January 2024 | 39,477 | 8,124 | 47,601 |
Additions | 2,367 | 3,475 | 5,842 |
Acquired through business combinations | 921 | 80 | 1,001 |
Lease modifications | (73) | 535 | 462 |
Disposals | (799) | (241) | (1,040) |
Interest charge | 1,683 | 382 | 2,065 |
Payments | (9,012) | (4,155) | (13,167) |
At 31 December 2024 | 34,564 | 8,200 | 42,764 |
Additions | 12,159 | 2,049 | 14,208 |
Acquired through business combinations (refer to Note 12) | – | 18 | 18 |
Lease modifications | (3,245) | – | (3,245) |
Disposals | (2,704) | (93) | (2,797) |
Interest charge | 1,712 | 358 | 2,070 |
Payments | (8,586) | (4,403) | (12,989) |
At 31 December 2025 | 33,900 | 6,129 | 40,029 |
Current | 4,039 | 3,748 | 7,787 |
Non-current | 29,861 | 2,381 | 32,242 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Maturity analysis – contractual undiscounted cash flows | ||
Within one year | 9,850 | 13,101 |
In the second to fifth years inclusively | 22,761 | 27,032 |
After five years | 18,608 | 8,282 |
51,219 | 48,415 |
173
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
Depreciation of right–of–use assets | 11,283 | 10,684 |
Interest expense on lease liabilities | 2,070 | 2,065 |
Expenses relating to short–term leases | 657 | 915 |
Total amount recognised in profit or loss | 14,010 | 13,664 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Finance income under finance sub–leases recognised in the year | 51 | 30 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Within one year | 147 | 171 |
In the second to fifth years inclusively | 568 | 580 |
After five years | 83 | 206 |
798 | 957 |
174 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Marshall | |
| Vizard | |
| £’000 | |
| Assets | |
Acquired intangible assets recognised on acquisition | 1,042 |
Right–of–use assets | 18 |
Cash and cash equivalents | 421 |
Trade and other receivables | 4 |
Contract assets | 243 |
| 1,728 | |
| Liabilities | |
Trade and other payables | (50) |
Contract liabilities | (4) |
Lease liabilities | (18) |
Current tax liability | (121) |
Deferred tax liability | (320) |
Borrowings | (16) |
| (529) | |
Total identifiable net assets at fair value | 1,199 |
Goodwill arising on acquisition | 1,376 |
Fair value of consideration | 2,575 |
175
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| Marshall | |
| Vizard | |
| £’000 | |
Amount settled in cash | 1,840 |
Contingent cash consideration | 735 |
Fair value of consideration | 2,575 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Cash consideration | (2,093) | (12,575) |
Cash acquired in subsidiaries | 421 | 1,242 |
Current year acquisitions of subsidiaries, net of cash acquired | (1,672) | (11,333) |
Deferred consideration paid in relation to prior year acquisitions | (3,660) | (1,371) |
Acquisitions of subsidiaries, net of cash acquired (included in cash flows from investing activities) | (5,332) | (12,704) |
Transaction costs of the acquisitions paid in the year (included in cash flows from operating activities) 1 | (123) | (295) |
Net cash flow on acquisitions | (5,455) | (12,999) |
176 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Proportion of | ||||
| ownership | ||||
| interest held | Proportion of | |||
| Place of incorporation | in ordinary | voting power | ||
| Name | and operation | Principal activity | shares % | held % |
Foxtons Intermediate Holdings Limited 1 | United Kingdom | Holding company | 100% | 100% |
Foxtons Operational Holdings Limited | United Kingdom | Holding company | 100% | 100% |
Foxtons Limited | United Kingdom | Estate agency | 100% | 100% |
Alexander Hall Associates Limited | United Kingdom | Financial services | 100% | 100% |
| Alexander Hall Partnership Limited (formerly | United Kingdom | Financial services | 100% | 100% |
| Alexander Hall Direct Limited) | ||||
London Stone Properties Limited | United Kingdom | Estate agency | 100% | 100% |
Stones Residential Holdings Limited | United Kingdom | Dormant | 100% | 100% |
Stones Residential (Stanmore) Limited | United Kingdom | Estate agency | 100% | 100% |
IMM Properties Ltd. | United Kingdom | Dormant | 100% | 100% |
Atkinson McLeod Limited | United Kingdom | Estate agency | 100% | 100% |
Ludlow Thompson Holdings Limited | United Kingdom | Holding company | 100% | 100% |
Ludlowthompson SLM Ltd | United Kingdom | Estate agency | 100% | 100% |
Ludlowthompson.com Limited | United Kingdom | Estate agency | 100% | 100% |
Haslams Estate Agents (Thames Valley) Limited | United Kingdom | Holding company | 100% | 100% |
Haslams Estate Agents Limited | United Kingdom | Estate agency | 100% | 100% |
Michael Hardy & Company (Lettings) Limited | United Kingdom | Estate agency | 100% | 100% |
| Michael Hardy & Company (Wokingham) | United Kingdom | Estate agency | 100% | 100% |
| Limited | ||||
Imagine Property Group Limited | United Kingdom | Estate agency | 100% | 100% |
Neil Marshall Limited | United Kingdom | Estate agency | 100% | 100% |
Dominic Watts Limited | United Kingdom | Estate agency | 100% | 100% |
Marshall Vizard LLP | United Kingdom | Estate agency | 100% | 100% |
177
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| Company | |
| Name | number |
London Stone Properties Limited | 06431946 |
Stones Residential Holdings Limited | 08823115 |
Stones Residential (Stanmore) Limited | 04141139 |
IMM Properties Ltd. | 04078132 |
Atkinson McLeod Limited | 04242670 |
Ludlow Thompson Holdings Limited | 07369596 |
Ludlowthompson SLM Ltd | 05955309 |
Ludlowthompson.com Limited | 06959011 |
Haslams Estate Agents (Thames Valley) Limited | 10960874 |
Haslams Estate Agents Limited | 02957717 |
Michael Hardy & Company (Lettings) Limited | 03731054 |
Michael Hardy & Company (Wokingham) Limited | 01867303 |
Imagine Property Group Limited | 10313168 |
Neil Marshall Limited | 08833572 |
Dominic Watts Limited | 12694986 |
Marshall Vizard LLP | OC390964 |
Alexander Hall Partnership Limited | 03790471 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade receivables | 14,232 | 13,201 |
Less: Expected credit loss allowance | (3,297) | (3,058) |
Net trade receivables | 10,935 | 10,143 |
Prepayments and accrued income | 4,731 | 4,853 |
Other receivables | 1,901 | 1,713 |
17,567 | 16,709 |
178 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| More than | More than | More than | More than | |||
| 30 days | 60 days | 90 days | 120 days | |||
31 December 2025 | Current | past due | past due | past due | past due | Total |
Gross carrying amount (£’000) | 6,399 | 1,451 | 815 | 972 | 4,595 | 14,232 |
Expected credit loss rate | 3% | 6% | 9% | 16% | 61% | 23% |
Expected credit loss allowance (£’000) | (191) | (89) | (77) | (153) | (2,787) | (3,297) |
| More than | More than | More than | More than | |||
| 30 days | 60 days | 90 days | 120 days | |||
31 December 2024 | Current | past due | past due | past due | past due | Total |
Gross carrying amount (£’000) | 6,374 | 1,216 | 787 | 688 | 4,136 | 13,201 |
Expected credit loss rate | 3% | 5% | 14% | 27% | 61% | 23% |
Expected credit loss allowance (£’000) | (185) | (66) | (113) | (183) | (2,511) | (3,058) |
| Expected | |
| credit loss | |
| allowance | |
| £’000 | |
At 31 December 2023 | (3,103) |
Amounts provided for during the period | (341) |
Amounts utilised during the period | 386 |
At 31 December 2024 | (3,058) |
Amounts provided for during the period | (449) |
Amounts utilised during the period | 210 |
At 31 December 2025 | (3,297) |
179
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
15. TRADE AND OTHER PAYABLES
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade creditors | 3,579 | 4,201 |
Social security and other taxes | 3,567 | 3,349 |
VAT payable | 1,988 | 1,511 |
Contingent and deferred consideration | 1,461 | 4,106 |
Accruals | 11,220 | 10,549 |
Other creditors | 140 | 205 |
21,955 | 23,921 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Non-current: | ||
Revolving credit facility | 22,594 | 18,180 |
Transaction costs | (218) | (172) |
Total borrowings due in more than one year | 22,376 | 18,008 |
Total borrowings | 22,376 | 18,008 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At 1 January | 18,008 | 11,780 |
Proceeds | 19,000 | 26,800 |
Repayments | (14,516) | (20,629) |
Interest accrued | 1,009 | 812 |
Interest paid | (1,165) | (536) |
Acquired through business combination (refer to Note 12) | 16 | – |
Other movements including transaction fees | 24 | (219) |
At 31 December | 22,376 | 18,008 |
180 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
Lettings: Unbilled commission | 26,875 | 23,930 |
Sales: Off plan new homes commission | 198 | 257 |
27,073 | 24,187 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At 1 January | 24,187 | 19,004 |
Contract assets recognised in revenue | 22,196 | 20,288 |
Contract assets invoiced | (19,665) | (15,372) |
Acquired through business combination (refer to Note 12) | 243 | 1,195 |
Decrease/(increase) in expected credit loss provision | 112 | (928) |
At 31 December | 27,073 | 24,187 |
181
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
Lettings: Securing a tenancy for the landlord | 6,625 | 6,977 |
Lettings: Rent collection service | 2,025 | 2,119 |
Other amounts deferred | 1,168 | 1,410 |
9,818 | 10,506 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Current contract assets | 20,426 | 18,579 |
Non-current contract assets | 6,647 | 5,608 |
Total contract assets | 27,073 | 24,187 |
Current contract liabilities | 9,434 | 10,506 |
Non-current contract liabilities | 384 | – |
Total contract liabilities | 9,818 | 10,506 |
182 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Provision | |||
| for adjusted | Other | ||
| items | provisions | Total | |
| £’000 | £’000 | £’000 | |
At 1 January 2025 | 1,735 | 2,742 | 4,477 |
Increase in provision | 937 | 1,294 | 2,231 |
Reversal of provision | (530) | (171) | (701) |
Utilisation of provision | (1,404) | (297) | (1,701) |
At 31 December 2025 | 738 | 3,568 | 4,306 |
| Provision | |||
| for adjusted | Other | ||
| items | provisions | Total | |
| £’000 | £’000 | £’000 | |
At 1 January 2024 | 2,629 | 1,988 | 4,617 |
Increase in provision | 501 | 662 | 1,163 |
Acquired through business combinations | 65 | 500 | 565 |
Reversal of provision | (673) | (213) | (886) |
Utilisation of provision | (787) | (195) | (982) |
At 31 December 2024 | 1,735 | 2,742 | 4,477 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Current | 2,705 | 2,156 |
Non-current | 1,601 | 2,321 |
4,306 | 4,477 |
183
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
| Authorised, allotted, issued and fully paid: | ||
Ordinary shares of £0.01 each At 1 January | 3,301 | 3,301 |
Own shares acquired and cancelled in the period | (98) | – |
Closing balance | 3,203 | 3,301 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Merger reserve | 20,568 | 20,568 |
Capital redemption reserve | 169 | 71 |
Other capital reserve | 2,582 | 2,582 |
23,319 | 23,221 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Balance at 1 January | 11,012 | 12,092 |
Settlement of share incentive plan | (279) | (1,080) |
Balance at 31 December | 10,733 | 11,012 |
184 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
| Financial assets recorded at FVOCI | ||
Investments | 31 | 31 |
31 | 31 | |
| Financial assets recorded at amortised cost | ||
Cash and cash equivalents | 5,475 | 5,320 |
Other financial assets | 39,909 | 36,043 |
45,384 | 41,363 | |
| Financial liabilities recorded at amortised cost | ||
Borrowings | (22,376) | (18,008) |
Lease liabilities | (40,029) | (42,764) |
Trade and other payables 1 | (16,400) | (19,061) |
Contract liabilities 2 | (7,793) | (8,387) |
(86,598) | (88,220) |
185
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | 2024 | |
| £’000 | £’000 | |
Net debt 1 | (16,901) | (12,688) |
Equity | 144,969 | 138,979 |
Gearing ratio | 11.7% | 9.1% |
186 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Carrying | Contractual | Within | After | ||||
| amounts | cash flows | 1 year | 1–2 years | 2–3 years | 3–4 years | 4 years | |
| 31 December 2025 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Trade and other payables 1 | (16,400) | (16,400) | (16,400) | – | – | – | – |
Borrowings | (22,376) | (25,624) | (1,212) | (1,212) | (23,200) | – | – |
Contract liabilities 2 | (7,793) | (7,793) | (7,409) | (384) | – | – | – |
Lease liabilities | (40,029) | (51,219) | (9,850) | (7,820) | (5,735) | (4,954) | (22,860) |
(86,598) | (101,036) | (34,871) | (9,416) | (28,935) | (4,954) | (22,860) |
| Carrying | Contractual | Within | After | ||||
| amounts | cash flows | 1 year | 1–2 years | 2–3 years | 3–4 years | 4 years | |
| 31 December 2024 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 |
Trade and other payables | (19,061) | (19,061) | (19,061) | – | – | – | – |
Borrowings 3 | (18,008) | (21,038) | (1,143) | (1,143) | (18,752) | – | – |
Contract liabilities | (8,387) | (8,387) | (8,387) | – | – | – | – |
Lease liabilities | (42,764) | (48,415) | (13,101) | (11,446) | (7,596) | (4,303) | (11,969) |
(88,220) | (96,901) | (41,692) | (12,589) | (26,348) | (4,303) | (11,969) |
| 2025 | 2024 | |
| £’000 | £’000 | |
Short-term employee benefits | 1,365 | 1,955 |
Post-employment benefits | 23 | 22 |
Share-based payments | 1,983 | 1,031 |
3,371 | 3,008 |
187
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
188 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2022 | |
| award | |
| (modified) | |
Weighted average share price | 61.40p |
Weighted average exercise price | nil |
Expected volatility | 24% |
Expected life | 1.1 years |
Risk-free rate | 3.75% |
Expected dividend yield | 1.91% |
2025 | 2024 | |||
| Weighted | Weighted | |||
| Number | average | Number | average | |
| of share | exercise | of share | exercise | |
| awards | price | awards | price | |
Outstanding at beginning of period | 13,650,101 | nil | 12,532,659 | nil |
Granted during the period | 7,375,460 | nil | 2,707,653 | nil |
Forfeited during the period | (255,114) | nil | – | nil |
Lapsed during the period | – | nil | – | nil |
Exercised during the period | (1,073,871) | nil | (1,590,211) | nil |
Outstanding at the end of the period | 19,696,576 | nil | 13,650,101 | nil |
Exercisable at the end of the period | 1,159,707 | nil | 36,930 | nil |
189
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| 2025 | |
| Number of | |
| awards | |
Outstanding at beginning of period | 917,134 |
Granted during the period | 118,735 |
Forfeited during the period | – |
Exercised during the period | – |
Outstanding at the end of the period | 1,035,869 |
190 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Financial | ||||
| Lettings | Sales | Services | Consolidated | |
| 31 December 2025 | £’000 | £’000 | £’000 | £’000 |
Revenue | 110,966 | 51,258 | 10,309 | 172,533 |
Less: Direct operating costs | (28,033) | (27,974) | (6,109) | (62,116) |
Contribution | 82,933 | 23,284 | 4,200 | 110,417 |
Contribution margin | 74.7% | 45.4% | 40.7% | 64.0% |
| Financial | ||||
| Lettings | Sales | Services | Consolidated | |
| 31 December 2024 | £’000 | £’000 | £’000 | £’000 |
Revenue | 106,030 | 48,565 | 9,332 | 163,927 |
Less: Direct operating costs | (27,925) | (25,822) | (5,317) | (59,064) |
Contribution | 78,105 | 22,743 | 4,015 | 104,863 |
Contribution margin | 73.7% | 46.8% | 43.0% | 64.0% |
| Restated | |||
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Operating profit | 19,362 | 19,806 | |
Add back: adjusted items 1 | 4 | 252 | 228 |
Add back: Amortisation of acquired intangibles | 9 | 2,611 | 2,084 |
Adjusted operating profit | 22,225 | 22,118 | |
Add back: Amortisation of non–acquired intangibles | 3 | 703 | 218 |
Add back: Depreciation of property, plant and equipment 2 | 10 | 2,636 | 2,542 |
Add back: Share–based payment charges 3 | 1,812 | 1,249 | |
Deduct: Interest on IFRS 16 leases 4 | 11 | (2,070) | (2,065) |
Adjusted EBITDA | 25,306 | 24,062 | |
Adjusted EBITDA margin | 14.7% | 14.7% |
191
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| Restated | |||
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Operating profit | 19,362 | 19,806 | |
Add back: adjusted items 1 | 4 | 252 | 228 |
Add back: amortisation of acquired intangibles | 9 | 2,611 | 2,084 |
Adjusted operating profit | 22,225 | 22,118 | |
Adjusted operating profit margin | 12.9% | 13.5% |
| Restated | |||
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Profit before tax | 16,913 | 17,485 | |
Add back: adjusted items 1 | 4 | 252 | 228 |
Add back: amortisation of acquired intangibles | 9 | 2,611 | 2,084 |
Adjusted profit before tax | 19,776 | 19,797 |
192 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Net cash from operating activities | 27,684 | 24,747 | |
Less: Interest on lease liabilities | 11 | (2,070) | (2,065) |
Less: Repayment of lease liabilities | 11 | (10,919) | (11,102) |
Net cash from operating activities, after repayment of IFRS 16 lease liabilities | 14,695 | 11,580 | |
Investing activities 1 : | |||
Interest received | 341 | 296 | |
Proceeds on disposal of property, plant and equipment and assets held for sale | – | 607 | |
Purchases of property, plant and equipment and right-of-use assets | (2,868) | (1,106) | |
Purchases of intangibles | 9 | (1,013) | (1,565) |
Net cash used in investing activities 1 | (3,540) | (1,768) | |
Net free cash flow | 11,155 | 9,812 |
| 2025 | 2024 | ||
| Notes | £’000 | £’000 | |
Cash and cash equivalents | 5,475 | 5,320 | |
Less: External borrowings | 16 | (22,376) | (18,008) |
Net debt | (16,901) | (12,688) |
193
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
| As originally | |||
| stated | Restated | Adjustment | |
| 2024 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | |
Adjusted items (credit)/charge | (331) | 228 | 559 |
Adjusted operating profit | 21,559 | 22,118 | 559 |
Adjusted profit before tax | 19,238 | 19,797 | 559 |
Adjusted EBITDA 1 | 23,803 | 24,062 | 259 |
Adjusted earnings per share (basic) | 5.0p | 5.2p | 0.2p |
Adjusted earnings per share (diluted) | 4.9p | 5.1p | 0.2p |
194 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
Notes
2025
£’000
2024
£’000
Non–current assets
Investment in subsidiaries 30 65,437 62,828
Other receivables 31 18,449 –
Deferred tax asset 129 132
84,015 62,960
Current assets
Other receivables 31 479 19,261
Cash and cash equivalents 342 32
821 19,293
Current liabilities
Trade and other payables 32 (9,265) (1,948)
Non–current liabilities
Borrowings 16 (22,376) (18,008)
Net current (liabilities)/assets (8,444) 17,345
Net assets 53,195 62,297
Equity
Share capital 19 3,203 3,301
Merger reserve 20 20,568 20,568
Other reserves 20 2,751 2,653
Own shares reserve 21 (10,733) (11,012)
Retained earnings 37,406 46,787
Equity attributable to owners of the Company 53,195 62,297
The Company reported a loss for the financial year ended 31 December 2025 of £2.4 million (2024: loss of £1 .8 million). As permitted by
Section 408 of the Companies Act 2006, the Company has elected not to present its own income statement for the financial year.
The financial statements of Foxtons Group plc, registered number 07108742, were approved by the Board of Directors on 4 March 2026.
Signed on behalf of the Board of Directors
Chris Hough
Chief Financial Officer
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31DECEMBER2025
195
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
Notes
Share
capital
£’000
Merger
reserve
£’000
Other
reserves
£’000
Own
shares
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 January 2025 3,301 20,568 2,653 (11,012) 46,787 62,297
Loss and total comprehensive loss for
the year
– – – – (2,436) (2,436)
Dividends 7 – – – – (3,593) (3,593)
Share buybacks 19 (98) – 98 – (5,543) (5,543)
Credit to equity for share–based payments – – – – 109 109
Capital contribution given relating to
share–based payments
– – – – 2,609 2,609
Settlement of share incentive plan 21 – – – 279 (527) (248)
Balance at 31 December 2025 3,203 20,568 2,751 (10,733) 37,406 53,195
Notes
Share
capital
£’000
Merger
reserve
£’000
Other
reserves
£’000
Own
shares
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 January 2024 3,301 20,568 2,653 (12,092) 51,042 65,472
Loss and total comprehensive loss for the year – – – – (1,783) (1,783)
Dividends 7 – – – – (2,787) (2,787)
Credit to equity for share–based payments – – – – 425 425
Capital contribution given relating to share–
based payments
– – – – 1,301 1,301
Settlement of share incentive plan 21 – – – 1,080 (1,411) (331)
Balance at 31 December 2024 3,301 20,568 2,653 (11,012) 46,787 62,297
At 31 December 2025, retained earnings were fully distributable.
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31DECEMBER2025
196 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
28. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied in preparing the financial statements for the years ended 31 December 2024
and 2025. The principal accounting policies adopted are the same as those set out in Note 1 to the consolidated financial statements
except as noted below.
Basis of Preparation
The Company’s financial statements are prepared in accordance with the Companies Act 2006 and FRS 101 Reduced Disclosure
Framework as issued by the Financial Reporting Council. The financial statements have been prepared on the historical cost basis.
Historical cost is generally based on the fair value of the consideration given in exchange for the assets.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
share-based payments, financial instruments, compensation of key management personnel, capital management, presentation of a
cash flow statement, standards not yet effective and related party transactions.
Investments in Subsidiary Companies
Investments in subsidiaries are recognised at cost less provisions for impairment.
Going Concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operation for a period of at
least 12 months from the date of approval of the financial statements. The assessment has taken into consideration the Company’s
financial position, liquidity requirements and reasonably possible changes in performance and outlook. Accordingly, the going
concern basis has been adopted in preparing the financial statements. Refer to Note 1.7 for a full description of the Directors’
considerations made in respect to the Group’s going concern assessment.
29. LOSS FOR THE YEAR
The Company’s loss for the year was £2.4 million (2024: loss of £1.8 million).
The Company has two employees at 31 December 2025 (2024: two).
The auditor’s remuneration for audit and other services is disclosed in Note 3 to the consolidated financial statements.
30. INVESTMENT IN SUBSIDIARY UNDERTAKINGS
Investments in subsidiary undertakings were as follows:
£’000
At 31 December 2023 39,238
Capital contribution arising from share–based payments 1,301
Capitalised inter–company balance 22,289
At 31 December 2024 62,828
Capital contribution arising from share–based payments 2,609
At 31 December 2025 65,437
During 2024, the Company subscribed for 22,289,000 ordinary shares of £1.00 each in the capital of its subsidiary, Foxtons
Intermediate Holdings Limited (‘FIHL’) paid for by way of settlement of the outstanding inter-company balance equal to £22,289k
owed by FIHL to the Company.
Investments in subsidiaries are stated at cost, less any provision for impairment. The subsidiary undertakings, all of which are wholly
owned and included in the consolidated accounts, are shown in Note 13 of the consolidated financial statements.
197
CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTSSTRATEGIC REPORT
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS CONTINUED
31. OTHER RECEIVABLES
Non-current:
2025
£’000
2024
£’000
Amounts owed by subsidiary undertakings 18,449 –
18,449 –
Current:
2025
£’000
2024
£’000
Amounts owed by subsidiary undertakings 341 19,183
Prepayments and accrued income 138 78
479 19,261
Amounts owed by subsidiary undertakings are unsecured, interest free and repayable on demand except for a loan receivable of
£18.4 million (2024: £17.6 million). During the year, the loan was extended from 1 March 2025 to 1 March 2027. The facility incurs
interest at 1.65% (2024: 1.65%) per annum above the base rate of the Bank of England.
32. TRADE AND OTHER PAYABLES
2025
£’000
2024
£’000
Amounts owed to subsidiary undertakings 8,106 736
Accruals 1,159 1,212
9,265 1,948
Amounts owed to subsidiary undertakings are unsecured, interest free and repayable on demand.
198 FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025
INFORMATION FOR SHAREHOLDERS
Company Registration Number
07108742
Registered and Head Office
Foxtons Group plc, Building 12, Chiswick Park, 566 Chiswick High Road, London, W4 5AN
2026 Financial Calendar
2025 financial year end 31 December 2025
Year–end trading update 15 January 2026
Preliminary announcement 5 March 2026
First quarter trading update 23 April 2026
Annual General Meeting 7 May 2026
Interim period end 30 June 2026
Announcement of interim results 30 July 2026
Third quarter trading update 22 October 2026
Corporate Website
You can access the corporate website at www.foxtonsgroup.co.uk. The Foxtons Group plc website provides useful information including annual
and half year reports, results announcements and presentations, share price data and financial news.
Shareholder Enquires
For shareholder enquiries please contact our Registrars, MUFG Corporate Markets. For general enquiries please call MUFG’s Customer Support
Centre on: 0371 664 0300 (lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales), or
alternatively email: shareholderenquiries@cm.mpms.mufg.com.
Electronic Communications
Help us to save paper and get your shareholder information quickly and securely by signing up to receive your shareholder communications by
email. To register for electronic communications, visit www.foxtonsshares.co.uk. Please note, you will need your investor code, which can be
found on your share certificate or your dividend tax voucher.
USEFUL CONTACTS
Company Secretary
MUFG Corporate Governance
Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Legal Adviser
Dickson Minto
Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Stockbrokers
Panmure Liberum
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Financial PR Adviser
Cardew Group
29 Lincoln’s Inn Fields
London
WC2A 3EG
Financial Adviser
Rothschild & Co
New Court, St Swithin's Lane
London
EC4N 8AL
Principal Banker
Barclays Bank plc
1 Churchill Place
Canary Wharf
London
E14 5HP
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FOXTONS GROUP PLC
Building 12
Chiswick Park
566 Chiswick High Road
London
W4 5AN
FOXTONS GROUP PLC ANNUAL REPORT AND ACCOUNTS 2025