Annual Report

and Accounts 2025

LSL PROPERTY SERVICES PLC

LSL PROPERTY SERVICES PLC

lslps.co.uk

Registered in England

(Company number 5114014)

Registered office:

First Floor,

Victoria House,

Hampshire Court,

East Newcastle Business Park,

Scotswood Road,

Newcastle Upon Tyne,

NE4 7YJ

Email: investorrelations@lslps.co.uk

LSL Property Services plc Annual Report and Accounts 2025

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The leading B2B platform for

UK residential market services.

LSL Property Services plc

Company Number: 5114014

For further information about our Group,

please visit our website: lslps.co.uk

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

Designed and produced by

www.blackandcallow.co

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

01

Contents

STRATEGIC REPORT

02 Highlights

03 Our Investment Case

04 Business Model and Strategy

08 Chair’s Statement

10 Group Chief Executive Officer’s Review

13 Financial and Divisional Reviews

20 Section 172 Statement and Stakeholder Engagement

27 Risk Management

31 Viability Statement

32 Sustainability Report

38 Non-Financial and Sustainability Information

Statement

39 TCFD Report

CORPORATE GOVERNANCE

46 The Board and Executive Team

50 Corporate Governance Report

56 Nominations Committee Report

60 Audit & Risk Committee Report

65 Directors’ Remuneration Report

82 Report of the Directors

86 Statement of Directors’ Responsibilities in Respect of

the Annual Report and Financial Statements

FINANCIAL STATEMENTS

87 Independent Auditor’s Report

97 Group Statement of Profit or Loss and Other

Comprehensive Income

98 Group Balance Sheet

99 Group Statement of Cash Flows

100 Group Statement of Changes in Equity

101 Notes to the Group Financial Statements

151 Parent Company Balance Sheet

152 Parent Company Statement of Changes in Equity

153 Notes to the Parent Company Financial Statements

OTHER INFORMATION

159 Definitions

162 Shareholder Information (including forward-looking

statements information)

Forward-looking statements

This Report may contain forward-looking statements with respect of certain plans, goals and

expectations relating to the future financial condition, business performance and results of LSL. Further

information about forward-looking statements can be found in the Shareholder Information section on

page 163.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

02 03

OVERVIEW

Highlights

Our key highlights are:

Group Underlying

Operating Profit

£32.6m

(2024: £27.8m

1

)

Group Underlying

Operating Profit

Margin

18%

(2024: 16%)

Profit before tax

£23.1m

(2024: £23.1m

1

)

Full year

dividend

11.4p

(2024: 11.4p)

Adjusted cash flow

from operations

£29.3m

(2024: £31.1m)

Colleague

engagement score

77%

(2024: 73%)

Group ROCE

35%

(2024: 32%)

Group Revenue

£182.9m

(2024: £173.3m

1

)

1 Refer to note 36 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

02 03

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

We are committed to delivering long-term value creation to our Shareholders and rewarding them

through our success.

A high return, low capital employed

model

Post transformation in 2023, our business model

offers:

• High ROCE.

• Improved profit margins.

• Reduced fixed costs.

• Structurally lower capital expenditure requirements.

Quality of earnings

• We have recurring or repeatable revenues

from contractual commitments with our B2B

partners.

• Earnings volatility is lower due to our reduced

fixed cost base and lower operational gearing.

Market leading positions in large addressable markets

• PRIMIS is the largest mortgage and insurance broker network in the UK, with 12% market share in 2025.

• e.surv is the largest provider of physical and surveyor led residential valuation services in the UK, with c.39%

market share.

• Our Estate Agency Franchise Division is the second largest franchise group in the UK.

Provision of business critical services

• We have deep and long standing relationships

from providing business critical services to our

partners.

• Our combination of specialist knowledge and

advanced innovative technology creates rich

data.

Returns to Shareholders

• Dividend of £11.8m proposed for FY 2025.

• New £12m share buyback programme.

Our Investment Case

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

04 05

OVERVIEW

Our business model

Thr

ough a number

of k

ey resources...

...we provide a range

of first class products

and services...

...to our customers...

…generaƟng revenue in a number

of ways…

...for the benefit of

all our stakeholders...

Talented and

commiƩed people

Leading technology

InnovaƟon and data

Group capital

Shareholders

Colleagues

Customers

Suppliers

Regulators

CommuniƟes and

Environment

Services to mortgage

intermediaries

Mortgage and

insurance

intermediaries

• Share of mortgage

procuraƟon fees paid

by lenders.

• Share of protecƟon and

insurance commission

fees from providers.

• Broker supervision fees

and other plaƞorm fees.

• RoyalƟes relaƟng to

housing sale.

• RoyalƟes relaƟng to

leƫng properƟes.

• AddiƟonal support

services to franchisees.

• Property valuaƟons

for lenders.

• Home surveys

to consumers.

• Data sales.

ValuaƟon and

surveys

Lenders

Retail customers

Estate agency

franchising services

Franchisees

Business Model and Strategy

Our purpose, mission and vision

Our Purpose | Empowering smart property

decisions.

Our Mission | We deliver trusted property

services powered by data and expertise to

enable people and businesses to thrive.

Our Vision | The UK’s most trusted platform

connecting people to property.

Our new values are described on page 06

In 2025 we launched our new purpose, mission,

vision and values to colleagues across the

Group, building on who we are and how we

work together to achieve more. This framework

will guide us in everything we do.

Key:

Group Financial Services

Surveying &

Valuation

Estate Agency

Franchising

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

04 05

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Note:

1 Unless stated otherwise, information in this section of the Report is as at 31 December 2025

Our strategic priorities

We aim to leverage the strengths of the Group

to deliver sustainable, resilient and profitable

growth and enhance our market leading

positions across our three core businesses by

deepening our strategic relationships.

Data & Insight | Further utilise our considerable

proprietary data sets to create unique insights for our

customers.

Innovation & Technology | Enhance the productivity

of our businesses through innovation and technology

solutions.

Scale & Access | Create scalable platforms which can

leverage our market leading positions.

Talent | Retain, develop and attract talented people

We are made up of three Divisions, each of which is a leading player in the large markets in which it operates. This breadth of scale, and their strong

reputations, people and brands, provide competitive strength to the Group.

Financial

Services

One of the UK’s largest mortgage and insurance networks

• The Division provides an extensive product panel, compliance and other services to almost 2,600 advisers

and 1,049 firms.

• PRIMIS is one of the UK’s largest mortgage and insurance networks and together with the distribution introduced

by independent brokers to The Mortgage Alliance, TMA, the Division has a mortgage market share of one in nine

UK purchases and remortgages.

• The Division also includes the Group’s joint venture investment, Pivotal Growth, established in 2021 with Pollen

Street Capital to execute a ‘buy and build’ strategy of mortgage brokers. Since formation it has acquired 23 firms

and now has more than 500 mortgage advisers.

Surveying &

Valuation

One of the UK’s largest surveying and valuation businesses

• The Division’s principal business is the provision of surveyor-led valuations to UK mortgage lenders. It has recently

won a major contract for its Automated Valuation Model (AVM) making it the only provider in the UK to offer the

full range of valuation methodologies. It also provides surveying and valuation services to consumers.

• It is one of the UK’s biggest employers of Royal Institution of Chartered Surveyors (RICS) registered surveyors, with

491 (FTE) surveyors, and counts five of the top six UK lenders amongst its clients.

• The Division includes e.surv as well as Walker Fraser Steele Chartered Surveyors, which services the Scottish

market.

• The Division also manages the sale of residential properties on behalf of corporate clients and property investors

through its asset management businesses – LSL Corporate Client Services and Templeton LPA.

Estate

Agency

Franchising

One of the UK’s largest providers of estate agency franchise services

• The Division’s principal business is the provision of franchising services, such as brand marketing and commercial

and IT support, to a network of 62 franchisees which operate 312 territories across the UK.

• These territories are independently managed and operated by the franchisees under various brands, including

Your Move and Reeds Rains, as well as several local brands.

• This Division also provides a range of estate agency services to house builders, developers and investors of all

sizes through the LSL Land & New Homes business.

• In addition, Homefast provides conveyancing panel management and support services to our franchisees and

their customers.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

06 07

OVERVIEW

Our values

We are creating a culture that drives performance by aligning with our purpose and supporting our

strategy.

CollaboraƟon

We collaborate by sharing,

supporƟng and working

together to achieve more.

ExperƟse

We apply and grow our experƟse

to deliver trusted guidance and

beƩer outcomes for our

colleagues and customers.

InnovaƟon

We look for ways to get beƩer

and improve things, in ourselves

and in our business.

Trust

Trust is at the heart of

everything we do - we build

trust by keeping our word and

delivering on our commitments.

More information on how our culture is embedded in our business can be found in our Sustainability Report and Corporate Governance Report.

Our Section 172 Statement and Stakeholder Engagement section on pages 20 to 26 explains how our purpose impacts our stakeholders.

The housing ecosystem that LSL operates in

We are one of the largest providers of services to the UK property and mortgage market across a range

of different, complementary areas. Our services are used at nearly every stage in the process of buying

or renting a property.

Property viewing

Online

Search

Oﬄine

Search

Viewing

Preparation of

funding

Intermediated

mortgage

Direct

mortgage1

Cash1

Conveyancing

Legal

services

Survey &

valuation

Lender

valuation

Home buyer

survey

Insurance

purchase

Protection

General

insurance

Move in Removals1

Set up utilities

& services1

Live in

Maintenance1 Renovation1

BUY

Transaction Journey

Property viewing

Online

Search

Oﬄine

Search

Viewing

Move in Removals1

Set up utilities

& services1

Live in

Rent

collection

Property

management

RENT

Transaction Journey

Referencing &

compliance

Checks Referencing

Signing

Tenancy

agreements

Deposit

handling

RECEIVERSHIP

Receivership services

1 No LSL involvement

Business Model and Strategy continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

06 07

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Our markets

Demand for the Group’s products and services is affected by the size and trends within the UK mortgage and housing

markets. The performance of the UK economy, consumer confidence, and interest rates influence all aspects of our

business. Additionally, specific factors affecting each of our individual business areas are outlined below.

Financial Services is mainly affected by:

• Consumer buying trends including the use of intermediaries for

access to products.

• The impact of regulatory changes.

• Trends in home ownership and buy-to-let appetite.

• Longer-term demographic changes and population size.

• Volume of refinancing activity.

Surveying & Valuation is mainly affected by:

• Volume of house purchases using a mortgage product.

• Volume of refinancing activity and the proportion of product

transfers vs remortgages.

• Use of surveyor-led and data-driven valuations by lenders.

• Use of surveying services by consumers.

• Performance of specialist markets such as equity release.

Estate Agency Franchising is mainly affected by:

• Volume of house sales.

• Level of house prices.

• Landlord appetite for lettings management services.

• Government stimulus initiatives to drive demand or supply.

Market performance

Mortgage market

• The markets in which we operate recovered further during 2025,

with activity levels improving year-on-year as mortgage pricing

eased and affordability pressures moderated, with transaction

volumes broadly in line with long-term averages.

• The UK mortgage market demonstrated renewed momentum in

2025, with strong growth in both purchase and remortgage activity.

• Total mortgage approvals for house purchases

1

were up c.2%

year-on-year, increasing from 758,000 in 2024 to 770,000 in 2025.

Activity was supported by improving real wage growth, gradually

easing mortgage rates through the year and higher demand for

home purchase, in part driven by Stamp Duty threshold changes in

April 2025.

• Total gross new mortgage lending

2

in 2025 was £291bn, c.20%

higher than 2024 (£242bn), with growth driven by both stronger

purchase lending and a recovery in remortgaging activity as

borrowers refinanced maturing fixed-rate products amid improved

pricing conditions.

• Purchase lending represented c.65% of total new lending in 2025

(2024: c.64%), reflecting resilient purchase demand as affordability

constraints eased.

• Remortgage (and other) approvals

1

were up 22% on 2024, while

remortgages and other lending recovered strongly and ended

18% ahead of 2024, driven by high volumes of 5-year and 2-year

fixed-rate products maturing, linked to 2020 and 2023 volumes

respectively.

• The proportion of mortgage lending placed through financial

advisers

3

in 2025 remained flat at 84% (2024: 84%).

Housing market – residential sales and lettings

• In 2025, the UK housing market saw improved activity versus 2024,

supporting stronger mortgage demand and a more constructive

backdrop into 2026. Stronger volumes year-on-year were

supported by stabilising mortgage rates, improved affordability and

demand ahead of SDLT changes effective April 2025.

• UK housing transactions

4

in 2025 were 1,212,000, up 10% (2024:

1,102,000).

• Transactions year-on-year were up 18% in H1 2025 and up 4% in

H2 2025. Activity was front-loaded into the first half of the year

ahead of SDLT threshold changes, with more moderate volumes in

the second half.

• At the end of 2025, average house prices in England and Wales

5

were 3% higher than a year earlier; London continued to lag, with

prices up 1% year-on-year.

• Private rental prices paid by tenants in the UK

6

rose by 4% in the

12 months ended December 2025 (provisional estimate).

1 Approvals for lending secured on dwellings, Bank of England – Table A5.4 (30 January 2026)

2 New mortgage lending by purpose of loan, UK Finance (Bank of England) – Table MM23 (30 January 2026)

3 New residential lending sold direct and via intermediaries (excluding product transfers), UK Finance – Table RL8 (17 February 2026)

4 Number of residential property transaction completions with value £40,000 or above, HMRC (30 January 2026)

5 House price index, England and Wales, LSL Acadata (January 2026)

6 Index of Private Housing Rental Prices, UK, ONS (January 2026)

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

08 09

OVERVIEW

Chair’s Statement

Almost two years into my tenure as Chair,

I am pleased to report progress in critical

aspects to deliver on the Group’s potential.

The introduction of the 2025 LTIP means the

leadership team is now correctly incentivised

and fully aligned with our Shareholders.

Strong profit momentum despite uncertain

market conditions

The Executive and Senior Leadership Teams have delivered robustly

across all three of our Divisions, with Underlying Operating Profit up

in all three Divisions, and central costs down as costs were tightly

controlled. Our capital requirements remained low, which combined

with our 17% profit growth resulted in improved ROCE and another

year of strong cash generation.

Housing market and refinancing activity levels have increased

somewhat, from low levels, through the course of the year, which the

Group has been quick to leverage. Revenue was up 6% for the year,

demonstrating a sequential year-on-year improvement in the second

half of the year. That said, Government macro-economic policy

remains unclear and policies towards the housing market do not

always appear coherent. The recent ‘mansion tax’ policy could create

opportunities for LSL, with the potential requirement for valuations

for residential properties.

Balance sheet strength and dividend

The financial strength of the Group has been demonstrated again

during the year, with robust cash generation of £29.3m. Our capital

allocation priorities remain unchanged: organic growth, inorganic

growth, dividend and then share buyback, while maintaining a strong

balance sheet. We have allocated capital to all four areas during the

year.

The Group has made organic investments to position itself for further

growth, including technology investments in Financial Services and

Surveying & Valuation. We made a bolt-on acquisition by our Estate

Agency Franchising Division just after the year end. Furthermore, the

Pivotal Growth joint venture repaid loan notes and took on external

debt, a significant milestone for the business.

The Group is returning capital to Shareholders in two ways, via its

share buyback programme and a proposal to maintain the final

dividend at 7.4 pence per share, meaning a total dividend for the

year of 11.4 pence per share.

The Group has taken advantage

of the market recovery and delivered

important strategic progress across

all three Divisions which will deliver

future organic growth.

Adrian Collins

Chair

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

08 09

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

UK share prices, particularly in the small and mid-cap space remain

depressed as the UK fund management industry continues to face

redemptions, creating dislocated valuations. The Board has taken

advantage of this and the existing £7m share buyback programme

has been completed, and a new £12m buyback programme has been

launched.

Board changes

David Stewart retired from the Board on 30 April 2025 with our

thanks and best wishes for the future. Adam Castleton became

Group CEO on 1 May 2025, and the whole Board and I are impressed

with his energy and focus on driving growth. David Tilak joined the

Board on 12 January 2026 as Group CFO and we look forward to

working with him.

Looking forward

The market outlook remains uncertain, but with our well-established

commercial relationships, deep sector expertise, track record of

innovation and opportunity for our three Divisions to work closer

together, the Group is well placed to outperform our markets. Each

Division has exciting future plans, and the Board remains confident in

our long-term prospects.

Adrian Collins

Chair

18 March 2026

Group Underlying

Operating Profit

£32.6m

(2024: £27.8m

1

)

Maintained full year

dividend

11.4p

(2024: 11.4p)

Group ROCE

35%

(2024: 32%)

1 Refer to note 36 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

10 11

OVERVIEW

Group Chief Executive Officer’s Review

2025 has been a year of strong

delivery and building momentum for

LSL. We improved profitability across

each Division, achieved record margins

and generated strong cash, while

continuing to invest for future growth.

Markets are evolving, and so are we.

2025 has been a year of significant

activity for the Group. We are

focused on disciplined execution and

converting the scale and capability of

the Group into sustained profit growth

and continued high returns on capital.

Trading in 2026 has been in line with

our expectations.

Adam Castleton

Group Chief Executive Officer

2025 was another strong year of delivery for

LSL. We achieved organic revenue growth,

increased profits, record operating margins and

another year of strong cash generation, driving

improved ROCE.

We were very active throughout the year,

investing selectively to drive scale and profitable

growth, launching new offerings into the

market, and beginning to make greater use

of the Group’s combined strengths. We also

strengthened capabilities across the business

and saw colleague engagement rise to a record

level.

Our strong balance sheet provides flexibility to

invest selectively for growth while continuing

to return capital through dividends and our

recently increased share buyback programme.

Review of 2025

The markets in which we operate further stabilised in 2025. Mortgage

activity strengthened year-on-year as pricing eased and affordability

pressures moderated, with both purchase and remortgage volumes

improving. Housing transactions increased, with activity front-loaded

into the first half ahead of stamp duty changes, and rental markets

remained resilient. Our end markets performed in line with our

planning assumptions at the start of 2025, despite some periodic

short-term volatility during the year.

In this context, we made strong progress in 2025, delivering organic

revenue and underlying operating profit growth with a strong

improvement in our underlying operating profit margin, which

reached a new high. We continue to deliver structurally higher ROCE,

at 35%, well above historical levels, reflecting higher operating margin

and the Group’s capital-light model. Encouragingly, all our Group

financial metrics sequentially improved in the second half of the year.

Revenue increased by 6% to £182.9m (2024: £173.3m

2

) and we

maintained our strong market share in all three Divisions. Improved

remortgage activity supported both our Financial Services and

Surveying & Valuation Divisions. Revenue growth was 6% year-on-year

for H2 2025, a sequential improvement compared to H1 2025.

Group underlying operating profit

1

was up 17% to £32.6m (2024:

£27.8m

2

) and the underlying operating margin of 18% was an 180bps

improvement versus the prior year, marking a new high for the Group.

H2 2025 saw a sequential improvement in underlying operating

margin to 19%, up 250bps compared to H1 2025.

1 Group (and Divisional) Underlying Operating Profit is stated before exceptional items, contingent consideration assets & liabilities, amortisation of intangible assets,

share-based payments and other sources of earnings from joint ventures. Refer to note 5 to the Financial Statements for reconciliation of Group and Divisional

Underlying Operating Profit to statutory operating profit/(loss) for continuing, discontinued and total operations.

2 Refer to note 36 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

10 11

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Central costs reduced to £10.2m (2024: £11.1m), reflecting tighter

cost discipline and a more normalised level of spend. The Pivotal

Growth joint venture delivered improved profitability as it continues

to scale, with 2025 profit contribution of £1.7m (2024: £6k loss).

On a statutory basis, Group operating profit was £22.6m (2024:

£21.9m

1

) after exceptional costs of £5.1m (2024: £4.1m).

We ended the year with net cash of £27.8m (2024: £32.4m),

supported by strong underlying profitability and cash conversion of

91%. The business remains consistently cash generative, underpinned

by disciplined investment and shareholder returns.

The next phase for LSL

Since my appointment in May 2025, I have placed particular

emphasis on culture, clarity of ambition and communication

across the Group. We have sharpened our focus on structural cost

effectiveness and worked more closely across Divisions to make

better use of our collective strengths. This has improved alignment

across the leadership team and the wider business as we position LSL

for the next stage of growth. It has been an important priority for me

and will remain so.

Over recent years, we have simplified and strengthened the Group,

building a capital-light and financially resilient model with strong

market positions across the residential property and mortgage

ecosystem. These foundations, together with our deep and well-

established relationships with lenders, insurance product providers,

mortgage and insurance brokers and franchise partners, position us

well for the next phase of growth. I see considerable scope to build

from this platform.

Each Division provides mission-critical services to its customers that

underpin our market positions. By working more effectively across

Divisions, we will develop greater commercial alignment, cross sell

opportunities and improve our cost to serve.

Our scale and market access are significant: over 10 million visits

to our estate agency websites, more than 270,000 mortgage

completions, approximately 500,000 valuations annually and over

one million live customers within Financial Services.

Technology and data remain central to our business. We have a long

track record of innovation, and continued deployment of our digital

capability is driving efficiency and enhancing our proposition. Our

AVM product launch is a clear example of turning proprietary data

and expertise into a new commercial opportunity.

Underpinning this is the strength of our people. We have deep

specialist knowledge across our markets, supported by a refreshed

and energised leadership team. On 12 January 2026, David Tilak

joined the Company as Group Chief Financial Officer and is already

making a positive contribution.

Capital allocation

Our disciplined approach to capital allocation remains unchanged.

Capital is allocated against strict criteria, with a clear focus on

improving returns on capital employed and compounding long-term

Shareholder value.

We are committed to delivering sustainable and disciplined returns

to Shareholders, supported by the Group’s sustained cash generation

and strong Balance Sheet.

Group Revenue

£182.9m

(2024: £173.3m

1

)

Group Underlying

Operating Margin

18%

(2024: 16%)

Cash Flow

Conversion Rate

91%

(2024: 112%

1

)

1 Refer to note 36 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

12

In addition to dividends, the Board continues to utilise share

buybacks as a complementary capital return mechanism. The £7m

programme announced on 25 April 2024 has been completed and,

since the period end, a further £12m programme was announced

and is being progressed.

The Board is recommending a final dividend of 7.4 pence per share

(2024: 7.4 pence), resulting in a total dividend for the year of 11.4

pence per share (2024: 11.4 pence). While the Group’s stated policy

remains a pay-out of 30% of Group underlying operating profit after

finance and normalised tax charges, the Board has proposed a higher

pay-out this year to reflect the strength of cash generation and

confidence in the prospects for the Group.

The ex-dividend date for the final dividend is 14 May 2026, with a

record date of 15 May 2026 and a payment date of 16 June 2026.

Shareholders may elect to reinvest their cash dividend through the

Group’s dividend reinvestment plan, with the final election date of

26 May 2026.

Pivotal Growth joint venture

Pivotal Growth, our joint venture with Pollen Street Capital

established to execute a buy-and-build strategy in the mortgage

and protection intermediary markets, has delivered substantial

momentum over the last two years and acquired 24 businesses

to date, including five in 2025. The business generated revenue

approaching £100m in 2025.

In December 2025, Pivotal Growth secured £80m of committed

external funding, supporting further M&A activity. After the year end,

the Group’s loan notes of £13.8m were fully settled, with £10.6m

settled in cash and the remaining £3.2m converted into equity taking

LSL’s cumulative equity investment to £19.1m. The Group does not

expect to make any further cash investments into Pivotal Growth

going forward.

Pivotal Growth was established by the Group and Pollen Street

Capital in 2021, and our aim was to build the business with a view to

an exit event over a three-to-six-year period after launch.

Adapting to changing markets

The markets in which we operate continue to evolve. Regulatory

developments, including reforms in the rental sector and the FCA’s

encouragement of more streamlined and digitally enabled customer

journeys, are reshaping expectations across the property and

mortgage ecosystem. At the same time, advances in technology and

AI are changing how our markets operate.

I see these changes as an opportunity rather than a threat. We

are already deploying digital and data-led solutions across our

businesses, including the launch of our AVM capability and the

development of digital tools within Financial Services. Crucially,

these technologies are integrated with our regulatory expertise and

market insight of our people, supported by proprietary datasets and

long-standing lender relationships. It is this combination of data,

technology and trusted specialist expertise within regulated markets

that is highly valued by our customers. Increasingly, lenders and

product providers are seeking strategic, mission-critical partners who

can combine scale, insight and regulatory understanding. We believe

LSL is well positioned to fulfil that role as customer needs and market

structures evolve.

Current trading and outlook

We have made a positive start to the year across the Group,

with trading in our businesses in line with expectations and our

end markets operating in line with our assumptions. Our current

performance supports our expectation of delivering a further

increase in profits in 2026.

Since year end, we have continued to remain active across the

Group. In Estate Agency Franchising, we completed the acquisitions

of NSS and three further lettings books and have developed a healthy

pipeline of lettings book acquisitions and other opportunities to

increase our footprint. In Financial Services, the roll-out of our

broker operating platform continues as planned, which will support

improved productivity and product penetration. Across the Group,

we remain focused on operational efficiency and cost management

as we scale the Group through targeted investment and commercial

execution. We are investing in digital solutions, data science, and AI

in the Group, supporting productivity, enhancing decision making and

complementing the professional expertise within our businesses.

The macroeconomic and geopolitical environment remains

uncertain, with renewed concerns around inflation and interest

rate expectations contributing to near-term uncertainty. We have

not seen any adverse impact on trading across the Group in recent

weeks, with front-end metrics remaining stable. We have seen

some short-term strength in mortgage activity driven by changes

to product pricing. With daily granular data across the residential

property and mortgage ecosystem, we have clear visibility of leading

indicators of demand and can respond accordingly.

We continue to run the business with discipline and a clear focus on

performance and structural cost effectiveness. The Board remains

confident in the Group’s short and medium-term prospects and

continues to support disciplined investment across our businesses to

strengthen capability, enhance returns and drive growth.

Final thoughts

I am grateful to our colleagues for their commitment and

contribution throughout 2025. It is the combination of experienced

people, specialist expertise, proprietary data and long-standing

strategic relationships across the residential property and mortgage

ecosystem that differentiates LSL and supports our performance.

There are considerable opportunities ahead for LSL and we are not

standing still. My clear ambition is to convert our scale, data and

platform capability into sustained revenue and profit growth and

high returns on capital through disciplined execution and targeted

investment. We remain focused and active as we build on the

momentum achieved in 2025.

Adam Castleton

Group Chief Executive Officer

18 March 2026

Group Chief Executive Officer’s Review continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

13

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Financial and Divisional Reviews

Financial Review

We report our results for the 12 months ended 31 December

2025 with Group underlying operating profit

1,2

up 17% on last year

at £32.6m (2024: £27.8m). On a statutory basis Group operating

profit was £22.6m (2024: £21.9m) whilst net cash was £27.8m

at 31 December 2025, with cash conversion of 91%, towards the

upper end of our target 75-100%. Underlying operating margin

further grew to 18% which is the highest in 15 years (2024: 16%).

These results demonstrate the continued benefits of the strategic

transformation of the Group over the last three years and are in line

with consensus expectations and materially ahead of prior year.

Key financial highlights

Full year financial metrics

1

2025

Restated

5

2024 Variance

Revenue (£m) 182.9 173.3 6%

Group underlying operating profit

2

(£m) 32.6 27.8 17%

Group underlying operating margin (%) 18% 16% 180bps

Group underlying operating profit from total operations

2

(£m) 32.9 27.3 21%

Exceptional gains (£m) 0.6 1.7 (65)%

Exceptional costs (£m) (5.1) (4.1) (24)%

Group operating profit (£m) 22.6 21.9 3%

Profit before tax (£m) 23.1 23.1 -

Loss from discontinued operations

1

(£m) (0.0) (0.4) 100%

Basic earnings per share (pence) 16.6 17.4 (4)%

Adjusted basic earnings per share

4

(pence) 24.4 21.1 16%

Net cash

3

at 31 December (£m) 27.8 32.4 (14)%

Final dividend per share (pence) 7.4 7.4 –

Full year dividend per share (pence) 11.4 11.4 –

1 Stated on basis of continuing operations unless otherwise stated. Following the conversion of the entire owned estate agency network to franchises in 2023,

the previously owned network was classified as a discontinued operation and is presented as such in the Financial Statements. Refer to note 6 to the Financial

Statements

2 Group (and Divisional) Underlying Operating Profit is stated before exceptional items, contingent consideration assets & liabilities, amortisation of intangible

assets, share-based payments and other sources of earnings from joint ventures. Refer to note 5 to the Financial Statements for reconciliation of Group and

Divisional Underlying Operating Profit to statutory operating profit/(loss) for continuing, discontinued and total operations

3 Refer to note 34 to the Financial Statements

4 Refer to note 12 to the Financial Statements for the calculation

5 Refer to note 36 to the Financial Statements

c200596_Book.indb 13c200596_Book.indb 13 19/03/2026 00:0819/03/2026 00:08

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

14 15

OVERVIEW

Group revenue

Group revenue increased 6% to £182.9m (2024: £173.3m

4

) in a total

lending market that has continued to recover following a period

of volatility. The Surveying & Valuation Division increased by 10%

compared to prior year as a result of a 9% increase in jobs performed

and 1% increase in income per job. The Financial Services Division

remained broadly flat with revenue of £48.8m (2024: £48.4m).

The Estate Agency Franchising Division fell by 2% to £26.5m

(2024: £27.1m) despite an increase of 10% in residential sales

growth, as a result of reduced LSL Land & New Home revenues.

Group underlying operating profit

Group underlying operating profit

2

grew strongly by 17% to £32.6m

(2024: £27.8m

4

), with an increase in all three Divisions whilst central

costs reduced by 8% to £10.2m (2024: £11.1m) reflecting tighter

cost discipline and a more normalised level of spend. The Group

further continued to invest in strategic growth initiatives as well as

developing enhanced platform and digital capabilities.

Group operating profit

Group operating profit increased to £22.6m (2024: £21.9m

4

), with

profit growth in Financial Services and Estate Agency Franchising and

a reduction in central costs in the period. The Group also benefitted

from a continued improvement in the contribution generated by the

Pivotal Growth joint venture, offset by £4.5m net exceptional costs

(2024: £2.4m).

Adjusted operating expenditure

Adjusted operating expenditure

3

comprises employee costs, other

operating costs, and depreciation and totalled £153.2m in 2025,

5% higher than prior year (2024: £146.0m

4

). The movement

comprises the net effect of employee costs increased in Surveying

& Valuation Division due to higher demand; the impact of higher

National Insurance contributions (from 1 April 2025); partially offset

by lower central costs.

Exceptional items

The exceptional gain of £0.6m (2024: £1.7m) relates to the release

of a claim indemnity provision recognised in 2021. Exceptional costs

of £5.1m (2024: £4.1m) are primarily due to increases in surveying

professional indemnity provisions (£2.0m), restructuring costs

in Financial Services (£0.8m), Central CEO and CFO change costs

(£0.7m), restructuring costs in Estate Agency Franchising (£0.7m),

costs incurred as a result of the administration of TenetLime’s

seller, Tenet Group Limited (£0.6m) and the reduction in deferred

consideration receivable for businesses sold to Pivotal Growth in H1

2023 (£0.2m).

Other gains

Total other operating gains were £1.1m (2024: gains of £0.5m).

This primarily included £0.8m relating to the research and

development expenditure tax credit across all three Divisions

relating to FY2023 and FY2024 and the movement in the fair value

of a financial asset having been reassessed at 31 December 2025 as

£0.6m (31 December 2024: £0.4m).

Share of profit from joint venture

Our equity share of Pivotal Growth results improved to £0.8m profit

(2024: £6k loss), as the joint venture continued to scale profitability,

with 24 acquisitions to date.

Group Income Statement Review

1

Financial and Divisional Reviews continued

1 Based on continuing operations unless otherwise stated. Following the conversion of the entire owned Estate Agency network to franchises in 2023, this was classified

as a discontinued operation and is now presented as such in the Financial Statements. Refer to note 6 to the Financial Statements

2 Group (and Divisional) Underlying Operating profit is before exceptional items, contingent consideration assets & liabilities, amortisation of intangible assets and share-

based payments. Refer to note 5 to the Financial Statements for reconciliation of Group and Divisional Underlying Operating Profit to statutory operating profit/(loss)

for continuing, discounted and total operations

3 Refer to note 34 to the Financial Statements

4 Refer to note 36 to the Financial Statements

c200596_Book.indb 14c200596_Book.indb 14 19/03/2026 00:0819/03/2026 00:08

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

14 15

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Share-based payments

The share-based payment charge of £1.6m in 2025 (2024: charge

of £0.9m) comprises, a charge in the period of £1.8m (2024: £3.1m

charge) for LTIP, SAYE and the all employee share schemes granted

between 2022 to 2025, offset by a credit of £0.5m (2024: £2.2m

credit) reflecting lapses. In addition, £0.3m of employer’s NIC was

recognised in relation to unexercised schemes during the year. The

increase in the underlying share-based payment charge during the

year was driven by the introduction of the 2025 LTIP scheme.

Amortisation of intangible assets

Amortisation charge of £3.0m (2024: £3.0m), relates to amortisation

of intangible software investment, franchise agreements and

relationship assets.

Finance income

Finance income decreased from the prior year to £2.5m (2024:

£2.9m) due to less interest received on funds held on deposit of

£1.0m (2024: £1.8m), the reduction in the unwind of discounting on

contingent consideration payable balances of £0.7m, offset by interest

on loan notes to the joint venture, Pivotal Growth, of £0.9m (2024:

nil).

Finance costs

Finance costs of £1.9m (2024: £1.7m) are related principally to the

unwinding of discount on lease liabilities of £0.5m (2024: £0.5m),

commitment and non-utilisation fees on the revolving credit facility

of £0.7m (2024: £0.6m), fair value adjustment to loans receivable of

£0.4m (2024: £0.3m) and £0.2m for the unwinding of discount on

dilapidations provisions (2024: £0.2m).

Profit before tax

Profit before tax was £23.1m (2024: £23.1m

4

). This remained

broadly in line year-on-year due to lower net finance income of

£0.5m (2024: £1.1m) combined with Group operating profit of

£22.6m (2024: £21.9m

4

).

Taxation

The tax charge of £6.0m (2024: £5.2m) represents an effective tax

rate of 26.1% (2024: 22.7%), which is marginally higher than the

headline UK tax rate of 25.0% largely as a result of the calculated net

effect of adjustments arising in respect of permanent adjustments

or deferred tax not recognised including the prior period adjustment

arising in respect of total tax.

Deferred tax assets and liabilities are measured at 25.0%

(2024: 25.0%), the tax rate that came into effect from 1 April 2023.

Discontinued operations

1

Loss of £0.04m (net of tax) in relation to an increase in the

restructuring and administrative costs associated with the previously

owned Estate Agency branch network (2024: loss of £0.4m).

Earnings per share

2025 Restated 2024

4

Earnings per share (pence) Basic Diluted

Adjusted

basic

Adjusted

basic diluted Basic Diluted

Adjusted

basic

Adjusted

basic diluted

Continuing 16.6 16.2 - - 17.4 17.2 - -

Discontinued (0.0) (0.0) - - (0.4) (0.4) - -

Total operations 16.6 16.2 24.4 23.8 17.0 16.8 21.1 20.9

1 Based on continuing operations unless otherwise stated. Following the conversion of the entire owned Estate Agency network to franchises in 2023, this was classified

as a discontinued operation and is now presented as such in the Financial Statements. Refer to note 6 to the Financial Statements

2 Group (and Divisional) Underlying Operating profit is before exceptional items, contingent consideration assets & liabilities, amortisation of intangible assets and share-

based payments. Refer to note 5 to the Financial Statements for reconciliation of Group and Divisional Underlying Operating Profit to statutory operating profit/(loss)

for continuing, discounted and total operations

3 Refer to note 34 to the Financial Statements

4 Refer to note 36 to the Financial Statements

c200596_Book.indb 15c200596_Book.indb 15 19/03/2026 00:0819/03/2026 00:08

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

16 17

OVERVIEW

Goodwill - 31 December 2025: £16.9m

(31 December 2024: £16.9m)

The carrying value of goodwill relates to previous acquisitions in

the Surveying & Valuation Division of £9.9m and Financial Services

Division of £7.0m.

Other intangibles - 31 December 2025: £29.9m

(31 December 2024: £29.9m)

Additions of £3.1m intangible assets were driven by the increased

investment in AVM software in the Surveying and Valuation Division

of £1.9m, and development of new and existing CRM within Financial

Services of £1.1m. Total amortisation of £3.0m was charged in the

year (2024: £3.0m). The carrying value of all franchise agreements

was £10.0m at 31 December 2025 (2024: £10.9m), the acquired

relationship assets were £7.7m (2024: £8.5m) and software assets

of £5.2m (2024: £3.6m). Brand intangibles of £6.9m remained

unchanged during the year.

Property, plant and equipment and right-of-use assets -

31 December 2025: £7.7m

(31 December 2024: £6.4m)

Capital expenditure on owned PPE was £1.2m (2024: £0.9m),

reflecting ongoing IT investment across all Divisions. There has also

been £3.6m of additions in new offices and car lease agreements.

Financial assets (total current and non-current) -

31 December 2025: £1.0m

(31 December 2024: £6.6m)

Contingent consideration receivable

31 December 2025: £nil (31 December 2024: £5.8m)

During 2023 the Group disposed of Group First, RSC and Embrace

D2C brokerage businesses to Pivotal Growth, with contingent

consideration receivable in 2025. In September 2025, the Group

received final contingent consideration of £5.5m after working capital

adjustments of £0.2m.

Equity instruments in unlisted companies

31 December 2025: £1.0m (31 December 2024: £0.8m)

There was a £0.2m increase in the fair value of units held in The

Openwork Partnership LLP of £0.6m at 31 December 2025 (31

December 2024: £0.4m). The fair value has been reassessed as

£0.6m at 31 December 2025, with our valuation based on an

estimated strike price which has been calculated using the strike

price from most recently executed trading windows.

There was no change in the fair value of shares held in Twenty7tec

Group Limited at 31 December 2025, remained at £0.4m (31

December 2024: £0.4m).

Loans to joint venture - 31 December 2025: £13.8m

(31 December 2024: £7.6m)

In December 2024, the Group provided funding of £7.6m to its joint

venture Pivotal Growth in the form of 10% unsecured loan notes

with additions of £5.3m in the year. No repayments were made in

2025 with £0.9m of interest income recognised during the period.

In January 2026, Mottram Topco repaid £10.6m out of the £13.8m

loan notes outstanding in cash. £3.2m were converted to equity

investment in Mottram Topco.

Investment in joint venture - 31 December 2025: £15.0m

(31 December 2024: £11.6m)

Our 46.8% interest in the Pivotal Growth joint venture is accounted

for using the equity method. The carrying value reflects the

movement in our equity investment during the period of £2.6m,

together with our share of profit after tax of £0.8m.

Investment in subleases (total current and non-current) -

31 December 2025 £0.3m

(31 December 2024: £0.8m)

The Group is an intermediate lessor, following the Estate Agency

conversion to a wholly franchised model with the carrying value now

at £0.3m.

Loans to franchisees and appointed representatives

(network firms) - 31 December 2025: £3.7m

(31 December 2024: £1.8m

1

)

Various sized working capital loan facility agreements are in place

with franchisees of the Estate Agency Franchising Division which

has availability over a range of periods from 31 December 2024 to

31 December 2025, are repayable in full within 24 months from the

respective period end and may bear fixed rate interest. In addition,

during the year, the Group issued loans to franchisees for lettings

book acquisitions. At 31 December 2025, £3.1m in principal loan

amounts were drawn down/issued (31 December 2024: £1.4m).

Loans to Financial Services appointed representatives are granted

in certain circumstances to support brokers upon joining the PRIMIS

network and were £0.6m as at 31 December 2025 (31 December

2024: £0.5m).

Financial liabilities (total current and non-current) -

31 December 2025: £9.8m

(31 December 2024: £9.1m)

Contingent consideration liabilities -

31 December 2025: £3.3m

(31 December 2024: £3.3m)

Contingent consideration liabilities relate solely to the cost of

acquiring the intangible relationship assets in TenetLime in February

2024, with the consideration of £3.3m adjusted at 31 December

2025 for the latest update of retained advisers and discounting.

Group Balance Sheet Review

Financial and Divisional Reviews continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

16 17

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

IFRS 16 lease financial liabilities -

31 December 2025: £6.5m

(31 December 2024: £5.8m)

The movement in the period reflects payment of lease liabilities of

£3.0m and disposals on assignment to franchisees of £0.3m, offset by

new lease additions of £3.5m.

Provision for liabilities (total current and non-current) -

31 December 2025: £11.3m

(31 December 2024: £10.4m)

PI claim provisions of £4.3m (31 December 2024: £2.6m) include

the Surveying & Valuation PI provision of £3.6m (31 December

2024: £1.9m) and the Financial Services PI provision of £0.7m

(31 December 2024: £0.4m). The Group has recognised an asset of

£0.3m against received claims in other debtors at 31 December 2025

(31 December 2024: £0.3m).

Dilapidations and restructuring provisions relating to the Estate

Agency Franchising Division following the wholesale franchising in

2023, totalled £5.3m at 31 December 2025 (31 December 2024:

£6.0m).

Group Statement of Cash Flows -

31 December 2025: net cash £27.8m

(31 December 2024: net cash £32.4m)

Operating cash flows before movements in working capital were

£33.5m (2024: £30.4m), reflecting the higher underlying operating

profits generated in 2025.

The Group is highly cash generative and ordinarily achieves a cash

flow conversion rate of 75-100%. The ratio in 2025 was 91% (2024:

112%), which sits inside the normative range.

Overall net decrease in cash and cash equivalents in the year was

£4.6m. After the operating cash flow of £33.5m, movements in

working capital consumed £1.8m, income taxes, exceptional costs

and leases totalled £9.4m outflow, net cash expended on investing

activities was £7.1m, and net cash expended in financing activities

was £19.8m. The largest area of outflow was dividends paid of

£11.8m.

Movements in working capital in the year were an outflow of £1.8m

(2024: £2.7m inflow), with the change impacted by net working

capital movements at the end of December 2024.

Key cash inflows in 2025 included:

• Receipt of contingent consideration of £5.5m (2024: £0.2m) in

relation to the disposals of EFS, Group First and RSC in H1 2023 to

Pivotal Growth.

• Franchisee and appointed representative loans repaid of £1.8m

(2024: £1.7m).

• Interest received of £1.0m from bank deposits (2024: £1.8m)

Key cash outflows in 2025 included:

• Capital expenditure on PPE and intangibles of £4.3m (2024:

£3.0m).

• Exceptional costs paid of £3.9m (2024: £3.0m).

• Payment of the 2024 final dividend and 2025 interim dividend of

£11.8m (2024: £11.8m) and the repurchase of shares under the

share buyback programme of £5.0m (2024: £0.8m).

• Loans to our joint venture, Pivotal of £5.3m (2024: £7.6m) and

investment in equity of our joint venture of £2.6m (2024: £2.2m).

• Loans to franchisees to support lettings book acquisitions and

loans to appointed representatives of £3.8m (2024: £1.7m).

• Corporation tax paid in 2025 of £5.0m as the Group returns to

more normalised taxable profits (2024: £1.8m).

Bank facilities

In January 2025, LSL agreed an amendment and restatement of its

banking facility, putting in place a £60m committed revolving credit

facility, with a maturity date of January 2030, replacing a £60m

facility maturing in May 2026. The terms have remained materially

the same as the previous facility, provided by the same syndicate

members as before, Barclays Bank UK plc, NatWest Bank plc and

Santander UK plc. For further flexibility to support growth, the

facility retains a £30m accordion, on request by LSL, subject to bank

approval.

International Accounting Standards (IAS)

The Financial Statements for the period ended 31 December 2025

have been prepared in accordance with UK-adopted IAS.

1 Refer to note 35 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

18 19

OVERVIEW

Financial and Divisional Reviews continued

Divisional Review

Business & financial review

2025 Profit & Loss (£m) 2025

Restated

2024

2

Var

Divisional group revenue

Surveying & Valuation 107.6 97.8 10%

Financial Services 48.8 48.4 1%

Estate Agency Franchising 26.5 27.1 (2%)

Group revenue 182.9 173.3 6%

Divisional underlying operating profit/(Loss)

Surveying & Valuation 23.5 22.5 4%

Financial Services 11.0 8.6 28%

Estate Agency Franchising 8.3 7.8 6%

Central costs (10.2) (11.1) 8%

Group underlying operating profit from continuing operations 32.6 27.8 17%

Divisional operating profit/(loss)

Surveying & Valuation 20.8 22.1 (6%)

Financial Services 6.3 4.6 34%

Estate Agency Franchising 6.4 6.6 (3%)

Central costs (10.9) (11.3) 4%

Group operating profit from continuing operations 22.6 21.9 3%

Estate Agency-discontinued operations (0.0) (0.5) 100%

Group operating profit from total operations 22.6 21.4 6%

Surveying & Valuation Division

Divisional revenue increased to £107.6m, an increase of 10% from

the prior year (2024: £97.8m). Excluding Asset Management,

Surveying & Valuation revenue was £102.1m, an increase of 10%

(2024: £92.5m), reflecting both the 9% increase in jobs performed

and the 1% increase in income per job. Continuing to grow surveyor

capacity and capabilities, along with the introduction of an AVM

model, the market share of surveyor led valuation was c.39% (2024:

38%). The B2C business continued to grow in the period, with 2025

revenue of £7.8m representing a 16% increase on 2024.

Surveying Underlying Operating Profit increased by 4% to £23.5m

(2024: £22.5m), despite continued investment in technology and

surveyor capacity.

Asset Management revenues grew by 6% in the year to £5.5m (2024:

£5.3m), reflecting a market that is slowly returning to long-run levels

of activity.

Highlights

• Overall strong performance reflecting the benefit of 100% contract

retention, increased allocations with improved terms and several

key new contract wins.

• Surveyor utilisation rates returning to historic highs.

• Mortgage approvals

1

were 10% higher than 2024, driven by 2%

higher purchase approvals and remortgage and other approvals

22% higher.

• B2C revenue increased by 16% to £7.8m (2024: £6.8m), reflecting

both the 9% increase in jobs performed and the 6% increase in

income per job on the comparative period last year.

• Asset Management revenues increased by 6% to £5.5m (2024:

£5.3m) with profit up 13% to £2.6m (2024: £2.3m).

• Continued investment in technology, supporting the establishment

of digital and data as core enablers, opening new revenue

opportunities and to meet lender client needs.

• AVM successfully launched with first commercial contract

operationalised in Q4 2025. Significant partner interest in future

development and adoption.

• On a statutory basis, operating profit was £20.8m (2024: £22.1m).

Reduction driven by increase in surveying professional indemnity

provision recognised as exceptional costs during the year.

1 Approvals for lending secured on dwellings, Bank of England Table A5.4 (31 January 2026)

2 Refer to note 36 to the financial statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

18 19

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Financial Services Division

The Financial Services Division is reported in two business lines: our

core Financial Services network business comprising PRIMIS and TMA

mortgage club, and our share of profit after tax of the Pivotal Growth

Joint Venture.

Total revenue was £48.8m (2024: £48.4m) and underlying operating

profit substantially increased by 28% to £11.0m (2024: £8.6m). This

reflects a renewed focus on smaller, mortgage-led financial services

businesses that are best placed to benefit from our platform and

service offering and a positive contribution from the Pivotal Growth

Joint Venture.

New mortgage lending increased by 23% to £35bn (2024: £28bn)

whilst the total UK new mortgage lending

1

market grew by 20% to

£291bn (2024: £242bn). As a result, the LSL share of UK purchase

and remortgage market increased to 12.0% (2024: 11.8%).

The PRIMIS network enjoys a leading position in the provision of

services to independent mortgage brokers. At 31 December 2025,

PRIMIS members totalled 2,195 advisers who sell mortgage and

protection (31 December 2024: 2,282).

Our share of profits after tax in the Pivotal Growth Joint Venture was

£0.8m (2024: losses of £0.0m). The trading EBITDA of Pivotal Growth

Joint Venture (before transactional acquisition costs) was materially

ahead of last year.

On a statutory basis, operating profit was £6.3m (2024: £4.6m). The

increase was driven by lower net exceptional costs of £1.1m in 2025

(2024: £2.4m).

The Financial Services network business has a regulatory capital

requirement which represents 2.5% of its regulated revenues. The

regulatory capital requirement was £6.1m at 31 December 2025

(31 December 2024: £6.4m), with a surplus of £27.8m (31 December

2024: £27.6m).

Highlights

• Phase 1 of a significant platform technology enhancement

programme successfully completed. Enhanced platform

functionality will improve efficiency and sales performance of

PRIMIS advisers with phased deployment due to complete by the

end of 2026.

• Underlying operating margin was 23% (2024: 18%) reflecting

the strategic focus on composite advisors and its impact on

operational efficiency. The statutory operating margin was 13%

(2024: 10%).

• The strategic decision to focus on composite advisors in place of

protection only firms, resulted in a 5% reduction in network firms

to 1,049 as at 31 December 2025 (2024: 1,108).

• Adviser mortgage revenue increased by 19% to £20.0m in a

market which was c. 21% higher. The weighting of margin dilutive

product transfers in the refinancing market remained above the

long-term average.

• TenetLime profit contribution was in line with expectations, with

the acquisition delivering returns in excess of the cost of capital.

• On a statutory basis, operating profit was £6.3m (2024: £4.7m),

materially ahead of last year.

Estate Agency Franchising Division

The Estate Agency Franchise business revenue was £26.5m (2024:

£27.1m), with the decrease entirely due to the LSL Land and New

Homes business, due to the Ministry of Defence’s decision to bring a

significant contract back in house.

Supporting the growth of franchisees is of paramount importance,

including the provision of loans to facilitate letting book acquisitions.

In 2025, loans were granted enabling the acquisition of ten lettings

books, adding 1,400 properties to the lettings portfolio. The average

lettings royalties income per managed property increased by c.+3%

with total number of properties in line with the comparable period

last year at 37,451 (2024: 37,462).

The Estate Agency Franchise business continued to deliver a robust

residential sales performance, with sales related royalties increasing

12% year-on-year in a market which increased by 10%

2

.

Highlights

• Estate Agency Franchising underlying operating profit was £8.3m

(2024: £7.8m).

• Underlying operating margin improved to 31% (2024: 29%)

underpinned by cost leverage and operational efficiencies as the

business continues to scale.

• The number of properties under franchisees’ management

remained stable at 37,451 (31 December 2024: 37,462).

• Total of 293 branches at 31 December 2025 (31 December 2024:

291), representing over 65% UK postcode coverage.

• On a statutory basis, operating profit was £6.4m (2024: £6.6m).

Reduction driven by exceptional restructuring costs incurred in the

Land and New Homes business.

1 New mortgage lending by purpose of loan, Bank of England Table A5.3 - (31 January 2026)

2 Number of residential property transaction completions with value £40,000 or above, HMRC (30 January 2026)

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

20 21

OVERVIEW

Colleagues

Communities and

the Environment

Shareholders

Customers

Suppliers

Regulators

Section 172 Statement and

Stakeholder Engagement

The Directors have a responsibility, in accordance with Section 172 of the Companies Act 2006 (Section 172), to act in a way in which they consider,

in good faith, is most likely to promote the success of the Company and its members as a whole. In doing so, the Board takes into account the

interests of our stakeholders when decisions are made, considering the impact of those decisions on both the Company as a whole and its

individual stakeholders. In order to understand our stakeholder groups, we have various engagement methods, as described on the following pages.

Mortgage and insurance advisers,

lenders, Estate Agency franchisees

Our Stakeholders

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

20 21

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Stakeholder Engagement

Shareholders

Purpose Providing access to market-leading, growth orientated assets in the UK mortgage and property

market.

Why we engage The support of our Shareholders is crucial to our long-term success.

How we engage

• Chair and Non-Executive Directors meet with major Shareholders on request and as part of

induction programmes.

• Executive Director meetings with institutional Shareholders and analysts on release of results

or news on strategic initiatives.

• Committee chairs meet with major Shareholders to discuss specific issues when necessary.

• Engagement at the AGM, where voting is conducted as a poll to ensure Shareholder views

are properly reflected.

• Via email through our investor services channel or the Group Company Secretary (see page

162 for contact details).

• Information published on our website (including regulatory news announcements and

Financial Statements).

Board oversight The Board receives feedback on engagement with Shareholders from the relevant Board

member or our corporate advisers in order to consider their views when making decisions.

2025 outcomes The Chair engaged with major Shareholders ahead of the convening of a General Meeting

in May 2025 to propose a new LTIP and amendments to our Remuneration Policy. Feedback

was reflected in the final proposals presented to Shareholders. He engaged further with

Shareholders after the General Meeting as a significant vote against the proposals had been

received (see page 67 and the Directors’ Remuneration Report for more details).

Feedback as part of this engagement was not limited to remuneration matters; Shareholders

took the opportunity to give us their views on our capital allocation and share buyback policy,

amongst other things, and the Board considered this feedback when making decisions on these

matters, as described on page 26.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

22 23

OVERVIEW

Section 172 Statement and

Stakeholder Engagement

continued

Stakeholder Engagement continued

Colleagues

Purpose

Delivering an improving colleague experience through an inclusive culture informed by colleague

feedback.

Why we engage

Our colleagues are critical to our culture and values and it is important that our workforce is

engaged, motivated and working in a safe environment. We are committed to being a better place to

work.

How we engage

• Colleague surveys.

• Colleague Forums (see pages 34 to 36 for details).

• Senior Management Conference.

• Videos from the Group CEO.

• Regular updates from Divisional Managing Directors on business performance.

• Newsletters, with input from colleagues across different areas of the business.

• Annual “Speak Up” week where serious concerns can be raised in confidence.

• Intranet.

Board oversight

The results of colleague surveys and various metrics demonstrating patterns in our workforce are

considered by the Nominations Committee. Feedback from the Colleague Engagement Forum is

reported to the Board via the Group CEO, Group CPO and the designated Non-Executive Director

for workforce engagement (Workforce NED), Darrell Evans, who ensures that colleague views are

considered as part of Board decisions.

2025 outcomes

Darrell Evans joined two meetings of the Colleague Engagement Forum in 2025, where he provided

more information on his role on the Board and its current priorities. He answered questions from

the forum’s members on remuneration matters, the appointment of new corporate brokers and the

Group strategy and how to leverage the combined strengths of the Group. The forum noted that

the Group’s updated purpose, mission, vision and values had been launched at the 2025 Senior

Management Conference and asked whether a similar communication forum could be launched for

other managers across the Group, which is being considered.

The 2025 colleague survey theme scores show strong performance this year exceeding 2023 and

2024 results. We received a 90% response rate (2024: 84%), with an engagement score of 77%

(2024: 73%) and belief in action by management of 52% (2024: 46%).

We have six themes in our colleague survey which are:

• Purpose

• Enablement

• Engagement

• Leadership

• Autonomy

• Reward and benefits

Our colleagues tell us they feel like they have a sense of purpose and this theme is our highest

scoring in 2025 and is above the industry benchmark. Both enablement and leadership have

outperformed the external benchmark this year with positive scores in areas such as providing

coaching, development and support.

Our colleague advocacy and motivation scores exceeded the previous year’s survey with colleagues

telling us they are proud to work at LSL and care about the future of our business.

One of the areas where scores had declined since 2024 was understanding business performance.

We are focusing our attention in 2026 on how we continue to purposefully communicate to our

colleagues on business performance, so everyone understands how we are doing.

Voluntary colleague turnover has reduced from 13.5% to 9.8% in 2025.

More information on colleague engagement initiatives and forums, including work undertaken in

2025 to support disability inclusion, training and development, and opportunities for community

engagement, is included in our Sustainability Report (pages 32 to 37), together with details of our

policy in relation to human trafficking and modern slavery.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

22 23

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Customers

Purpose Mortgage and insurance advisers: Providing technology, compliance, marketing and business

development services to help our customers grow their businesses through delivering excellent

customer service and ensuring good customer outcomes.

Lenders: Providing access to a national network of highly-skilled chartered surveyors and using

our market-leading knowledge of property risk to help customers make safe lending decisions

and deliver excellent customer service.

Estate Agency franchisees: Providing technology and business development services to help

customers safely grow their business and deliver good customer service.

Consumers: Providing D2C surveys through our Surveying & Valuation Division to help buyers

gain insight and reassurance about their home purchase.

Why we engage Delivering high quality, consistent and continually evolving products and services is important

for customer satisfaction and retention, especially in the Financial Services Division and

Surveying & Valuation Division where we operate in a competitive market.

Our predominantly B2B service model means that, by delivering high quality services to our

customers, we also support the delivery of their services to their customers which in turn

generates revenue for the Group.

How we engage

• Regularly seeking feedback from customers to inform development of products and services.

• Relationship management meetings.

• Product and service engagement meetings.

• Attendance at events and conferences.

• Questionnaires.

• Mystery shopping exercises and focus groups.

• Trustpilot feedback (Surveying & Valuation Division only).

Board oversight The Board receives reports from the Group CEO on any significant customer issues.

Continued...

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

24 25

OVERVIEW

Section 172 Statement and

Stakeholder Engagement

continued

Stakeholder Engagement continued

Customers

continued

2025 outcomes

Our Financial Services Division received numerous awards and recognition in

2025 with our Mortgage Club having a particularly strong year having won the

Moneyfacts Mortgage Club of the year, the Scottish Mortgage Awards Distributor

of the year and Best Mortgage Club at the Money Age and Mortgage Introducer

awards.

The Division continued its transformation and has undertaken a number of

initiatives designed to improve the customer outcome, including:

• Improving technology with the introduction of a CRM in partnership with

Mortgage Brain, which has increased broker contact by 196%.

• Continued to review compliance policy to ensure that the right balance between

strong governance and helping our brokers to give advice.

• Invested in the sales and distribution and operational teams to enable greater

broker engagement.

• De-risked the business by discontinuing certain business lines that did not meet

our appetite or fair value assessments.

We continue to listen to feedback from our mortgage and protection brokers

regarding their expectations in relation to the technology we use and the Board has

approved significant investment into technology in the Financial Services Division to

help brokers with an integrated one stop shop for transacting business.

Our Surveying & Valuation Division successfully renewed those lender contracts that

were due for renewal in 2025, and importantly signed it’s first AVM contract with a

large UK banking group.

We are the only UK provider for AVM, remote and physical valuations for residential

mortgage lending with a growing reputation for innovation and property risk

expertise, whilst continuing to achieve double digit growth through our consumer

survey channel and maintaining an excellent rating of 4.8 on Trustpilot.

Several brands within the Estate Agency Franchising Division secured positions

in the prestigious Best Estate Agency Guide, which recognises the top estate and

lettings agents across the UK.

Our largest franchise partner, National Home Move, was awarded bronze for

"Community Champion of the Year" at the Negotiator Awards.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

24 25

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Suppliers

Why we engage

Key supplier performance is important. We expect them to operate with an appropriate level of

integrity and within applicable laws and regulations, including the Modern Slavery Act 2015.

How we engage Contractual performance and KPI reviews, and ongoing monitoring of financial security.

Board oversight Any significant new relationships are approved by the Board. Day-to-day management of

supplier relationships is undertaken by senior management, with any concerns about significant

suppliers escalated to the Board via the Group CEO.

2025 outcomes Each Division enhanced its supplier governance arrangements, including criticality assessments

of all key suppliers and the establishment of appropriate oversight controls. In addition, a

strategic procurement review progressed to identify opportunities to leverage the Group’s scale

and drive efficiencies, with further work planned in 2026.

Regulators

Why we engage Engaging with our regulators enables us to ensure we are compliant with regulations and adapt

our processes as changes to best practice operations are identified.

How we engage

• Open and co-operative responses to enquiries and requests for information.

• Participation in industry-wide regulatory studies and reviews.

Board oversight The Board and/or ARC receive regular updates from the Group CRO on the Divisions’

compliance with their regulatory obligations and, in particular, any correspondence and

engagement on material matters with the FCA.

2025 outcomes During the year our FCA regulated subsidiaries have responded to a number of regulatory

consultations and guidance, and reviewed their operations where appropriate in response,

including:

• Participating in the FCA’s market study on Pure Protection.

• Responding to the FCA’s consultation paper on the Mortgage Rule Review.

Communities

and the

Environment

Why we engage We want to have a positive and lasting impact on the communities we work in and reduce our

impact on the environment.

How we engage

• Sustainability Committee and Communities Forum consider our impact and charitable

initiatives.

• Surveying & Valuation Division undertakes sustainability initiatives in conjunction with lender

clients.

• The Financial Services network participates in the Mortgage Climate Action Group, an

industry-wide group focusing on the Net Zero economy.

Board oversight The Group CEO is a member of the Sustainability Committee and the Board receives regular

updates on the Group’s sustainability initiatives. More information is provided in our

Sustainability Report on pages 32 to 37.

2025 outcomes Our colleagues have been involved in various charitable initiatives during the year, as detailed in

the Sustainability Report on page 36.

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Decisions Impact on stakeholders

Appointment of

Adam Castleton

as Group CEO

Following David Stewart’s retirement, the Board appointed Adam

Castleton as his successor, firstly as CEO designate, then taking up the

position formally in May 2025. Adam has made a positive start, driving

forward change, building on relationships with Shareholders and leading

a cultural shift across the business.

Positive on our Shareholder

relationships, building more strategic

cross Group relationships with key

lender partners and product providers

and embedding culture with our

colleagues.

Appointment of

new corporate

brokers

The Board appointed Jeffries International and Shore Capital as the

Group’s joint corporate brokers in August 2025.

Supports our goal to enhance

engagement with our Shareholders and

attract new investors.

Share buyback

programme

The Board accelerated its share buyback programme in the second half

of 2025 and the £7m share buyback programme launched in April 2024

completed, with 2,610,470 shares purchased at an average purchase

price of 268 pence per share. Given the financial strength of the Group,

its capital-light operating model and ongoing strong cash generation

capability, the Board announced the launch of a new £12m share buyback

programme in January 2026.

Allocates capital to drive Shareholder

value.

Updated

Remuneration

Policy and

introduction of

2025 LTIP

The Board reviewed the Remuneration Policy for Executive Directors

and the broader remuneration approach to ensure it was effective. It

undertook a Shareholder consultation in relation to potential policy

amendments in order to ensure that our remuneration structures

reward good performance and deliver value to Shareholders. Following

consultation, a new Remuneration Policy and our 2025 LTIP were

approved by Shareholders in May 2025.

Aligns the interests of our Executives

with that of our Shareholders.

New purpose,

mission, vision

and values

The Board approved our new purpose, mission, vision and values (pages

04 and 06) in October 2025, which was subsequently launched to the

business at our Senior Management Conference at the end of November

2025. This marks an important step forward in building who we are and

how our people work together to achieve more.

Reinforces our cultural expectations to

colleagues, Shareholders and clients.

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

26 27

OVERVIEW

Section 172 Statement and

Stakeholder Engagement

continued

Section 172 Statement

Board decisions

The Board sets the Group strategy, values and culture which ensure

that stakeholder considerations are considered when decisions are

being made across the business.

The key matters, and their impact on the Group’s stakeholders’

interests, considered by the Board during the year are set out below.

In making these decisions, the following Section 172 considerations

were considered:

• The likely consequences of any decisions in the long-term.

• The interests of the Company’s employees.

• The need to foster the Company’s business relationships with

suppliers, customers and others.

• The impact of the Company’s operations on the community and

the environment.

• The desirability of the Company maintaining a reputation for high

standards of business conduct.

• The need to act fairly as between members of the Company.

Further information on how these factors are considered is included

in the Group’s Business Model and Strategy (pages 04 to 07), Risk

Management (pages 27 to 30), Sustainability Report (pages 32 to 37)

and the Corporate Governance Report (pages 50 to 55).

The principal decisions during the year were:

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

26 27

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Risk Management

Governance and oversight

The Board has overall responsibility for the Group’s risk management

and internal control system, supported by the Audit & Risk

Committee, which provides independent oversight and challenge.

Divisional risk committees ensure that emerging risks, regulatory

developments and changes in operating conditions are identified,

assessed and escalated promptly.

Given the regulated nature of our Financial Services Division, an

enhanced governance structure operates through the independent

PRIMIS board, its compliance & audit committee and the board risk

& customer outcomes committee. This provides dedicated oversight

of risk, conduct, regulatory compliance and customer outcomes,

including consumer duty and operational resilience.

Risk reporting and risk appetite

Regular risk reporting provides the Board with visibility of the Group’s

risk profile across strategic, financial, operational, customer and

regulatory risks, including emerging risks and issues of Group-level

significance. The Board-approved risk appetite statement guides

decision-making and is supported by Group-wide policies ensuring

consistent risk management across all Divisions.

Risk framework core components

• Risk appetite and policies: Define the levels of risk the Group is

willing to accept in pursuit of its objectives and ensure consistent

control standards across the Group.

• Risk control self-assessment: Regular assessments of risk

exposure and the effectiveness of controls.

• Risk event reporting: Timely reporting and analysis of material risk

events, enabling thematic learning and improved cross-Group insight.

• Key risk indicators: Forward-looking metrics providing early

warning of increases in risk exposure.

Three lines of defence

Our three lines of defence model provides clear accountability and

independent assurance:

1. First line - management: Owns risks and maintains effective

internal controls.

2. Second line - risk & compliance: Provides oversight, challenge and

aggregated reporting.

3. Third line - internal audit: Provides independent assurance over

governance, risk management and internal controls.

Our risk framework

Our risk management framework (the Framework) supports delivery of the Group’s strategy by

providing a consistent, Group approach to identifying, assessing and managing risks. It enables the

Group to operate within the risk appetite set by the Board, safeguard customers and colleagues, and

maintain long-term resilience. Risk considerations are embedded into day-to-day decision-making and

supported by a culture of accountability, ownership and continuous improvement.

LSL Audit & Risk CommiƩee

Divisional risk commiƩees (board/execuƟve)

Risk culture

Three lines of defence

Risk reporƟng and oversight (including horizon scanning)

Risk framework and risk appeƟte

Policies

Issue and acƟon management

Risk assurance

Risk system

Risk awareness, educaƟon and communicaƟons

Financial CustomerOperaƟonal Regulatory

Strategic and

reputaƟonal

Risk event reporƟng

Risk events reported within 48 hours

of occurrence. Along with remediaƟon,

root cause and trend analysis

completed to enhance controls

Key risk indicators

KRI established for all material risks,

ongoing monitoring against defined

thresholds to inform risk exposure/

control effecƟveness

Governance and

oversight

Risk reporƟng

Risk framework,

appeƟte and policies

Risk framework,

core components

Underpinned by

standard operaƟng

procedures

Risk enablers

Risk control self-assessment

Register of risks

and controls assessed periodically

to determine risk profile

LSL Board

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

28 29

OVERVIEW

Risk Management continued

Assessing the effectiveness of risk culture

The Board recognises that an effective risk culture underpins sound

governance and effective internal controls. Oversight of risk culture is

provided by the Audit & Risk Committee, supported by management

and the Group risk function.

The effectiveness of the Group’s risk culture is assessed on an

ongoing basis using a range of indicators, including employee

engagement and culture survey results, Internal Audit findings and

thematic observations, risk and control self-assessments, incident

and near-miss reporting and whistleblowing activity. These inputs

are considered collectively throughout the year to identify trends,

behavioural indicators and areas requiring management attention.

In advance of enhanced internal control framework effectiveness

disclosures expected to apply from 2026, the Group is further

strengthening its approach to evidencing risk culture and control

effectiveness. This includes improving the quality and consistency of

management information and clarifying accountability for risk and

control ownership across the Group.

Provision 29 readiness

During the year, we progressed our preparations to comply with

Provision 29 of the UK Corporate Governance Code, strengthening

our risk management and internal control framework to support the

Audit & Risk Committee in its considerations relating to the required

declaration on the effectiveness of material controls.

This has included defining our material financial, operational and

compliance controls, clarifying accountabilities, and enhancing

documentation and evidence. A structured testing and assurance

programme is being implemented to enable ongoing monitoring of

control effectiveness, with oversight provided by the Audit & Risk

Committee.

Principal risks & uncertainties

Nature of risk/context How the risk is managed Gross trend

(with rationale)

1. UK housing market

The Group is exposed to the cyclical UK housing market,

with performance closely linked to transaction volumes,

lender behaviour and the availability and pricing of mortgage

finance. Affordability pressures remain and market activity is

sensitive to interest rate expectations, employment levels and

geopolitical factors affecting gilt yields and funding costs.

Impact: Lower transaction volumes, tighter lender credit

appetite or sudden changes in mortgage pricing may reduce

revenue, margins and cash generation, and increase earnings

volatility across Divisions.

Time horizon: Immediate to medium-term (0-36 months),

reflecting the potential for rapid mortgage repricing.

• Three-year strategic and financial planning with

downside sensitivities.

• Strong capital and liquidity position.

• Disciplined capital allocation and cost control.

• Regular Executive and Board monitoring of market

conditions and lender behaviour.

• Assumptions reflected in going concern, viability and

impairment assessments.

↑

Increasing

Affordability pressures

persist, and geopolitical

uncertainty and volatility

in gilt yields and funding

costs increase uncertainty

around mortgage pricing

and lender appetite.

2. Market disruption and competitive dynamics

Markets are experiencing rapid technological change,

evolving business models and competitive consolidation.

Threats arise from digital-first and AI-enabled platforms,

consumer preference for simplified channels and

consolidation within broker markets which may increase

pricing pressure and reduce intermediary volumes. In

Surveying & Valuation, greater AVM adoption may reduce

demand for physical inspections or shift volumes to lower-fee

products.

Impact: Market share erosion, margin pressure and adverse

revenue mix.

Time horizon: Short to medium-term (18-36 months).

• Ongoing horizon scanning and competitor

monitoring.

• Targeted investment in technology, data and digital

services, including AVM capability within Surveying

and Valuation.

• Government oversight of delivery models and third-

party dependencies.

↑

Increasing

Accelerated AI adoption,

lender experimentation

with alternative models

and broker market

consolidation are

intensifying competitive

pressures.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

28 29

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Nature of risk/context How the risk is managed Gross trend

(with rationale)

3. Execution of strategy

Delivery of the Group’s strategy depends on effective execution

of transformation initiatives, capital allocation and operational

change across multiple Divisions. Increasing complexity,

dependency on specialist skills and finite management and

delivery capacity create execution risk, particularly where

programmes run in parallel or rely on legacy systems and third-

party providers.

Impact: Delayed benefits realisation, increased costs, operational

disruption and reduced strategic momentum.

Time horizon: Short to medium-term (18-36 months).

• Regular Executive and Board review of

strategy, priorities and delivery capacity.

• Structured transformation programmes

with clear accountabilities, milestones and

ownership.

• Governance to monitor delivery risk,

interdependencies and benefits realisation,

including programme deep dives and

escalation where required.

↑

Increasing

The scale, complexity

and concurrency of

transformation activity,

combined with resource

constraints, heighten

execution risk despite

strong governance.

4. Professional services delivery

The Group provides professional services across Estate Agency

Franchising, Surveying & Valuation and Financial Services, which

carry inherent exposure to claims where services do not meet

professional, legal or contractual standards.

Claims may arise from valuation judgements or marketing

appraisals, interpretation of client instructions or scope,

service delivery or support standards, commission or payment

arrangements, or contractual performance, including where

services are reviewed, challenged or volumes are subsequently

reinstated.

Impact: Claims costs, remediation and reputational damage.

Time horizon: Immediate to short -term (0-18 months).

• Service delivery frameworks and relationship

management across all Divisions.

• Quality assurance and escalation processes.

• Professional indemnity insurance with

governance oversight of coverage and claims

trends.

• Established legal and risk governance to manage

complaints and claims in the ordinary course of

business.

• All franchisees are members of The Property

Ombudsman and comply with its code of

practice.

↔

Stable

Underlying exposure and

claims profile remain

broadly consistent,

supported by strong

quality assurance.

5. Client contracts and B2B relationships

Business volumes may decline if key B2B clients, brokers or

franchisees are lost or reduce activity. Competitive pressures,

pricing changes or clients developing in-house capability may

erode market share.

Impact: Step-change volume reduction and operating leverage

downside.

Time horizon: Short to medium-term (18-36 months).

• Active contract monitoring, renewal and

negotiation.

• In Surveying & Valuation, the Group has a

strong track record of renewal and increasing

allocations.

• Benchmarking of propositions.

• Long-term renewal of key Surveying &

Valuation client contracts.

• Relationship management and financial

health monitoring.

↑

Increasing

Heightened competition

and client capability

development.

6. Cyber, data and operational resilience (including third-parties)

Cyber threats continue to increase in frequency and

sophistication. Reliance on cloud platforms, AI tools and

third-party providers heightens exposure to outages and data

compromise.

Impact: Operational disruption, regulatory sanctions, remediation

cost and loss of trust.

Time horizon: Immediate to short-term (0-18 months).

• Continuous threat monitoring and cyber

investment.

• Oversight by Group Data & Information

Security Committee (DISC), Divisional

specialists and DPOs.

• Group minimum standards, penetration

testing and access controls.

• Incident response and resilience testing,

including critical supplier mapping.

↑

Increasing

External threat

environment and

third-party dependency

intensifying.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

30 31

OVERVIEW

Risk Management continued

Nature of risk/context How the risk is managed Gross trend

(with rationale)

7. Regulatory compliance and change

The Group operates in a highly regulated

environment. Regulatory change may increase

obligations, cost and complexity and introduce

new conduct expectations across property and

financial services.

Impact: Customer harm, remediation or redress,

regulatory sanction and increased cost.

Time horizon: Short to medium-term (18-36

months).

• Strong Divisional governance and independent oversight

in Financial Services.

• Structured identification, assessment and escalation of

regulatory change.

• Engagement with regulators and industry bodies.

• Monitoring of customer outcomes, including consumer

duty.

↔

Stable

Significant change

balanced by mature

compliance capability.

8. Credit risk (broker insolvency/commission clawback and lender exposure)

Advance commission in protection business is subject to

clawback if policies lapse. Where broker firms become

insolvent, the Group remains liable for associated

clawbacks on historic business. The Group may also have

exposure to specialist lenders and funding counterparties

whose financial resilience is sensitive to market and

funding conditions.

Impact: Earnings volatility, cash outflows and potential

counterparty disruption.

Time horizon: Immediate to medium-term, aligned to

indemnity periods and funding conditions.

• Rigorous financial due diligence and onboarding of

network firms and counterparties.

• Ongoing monitoring of broker and lender financial

health with escalation processes.

• Exposure monitoring by cohort, firm, insurer

and lender, linked to provisioning and contingent

disclosures where relevant.

↑

Increasing

Elevated UK SME

insolvency levels.

9. Colleague resources, talent and expertise

Strategy delivery depends on attracting, developing

and retaining colleagues with appropriate skills and

leadership capability. Competition for digital and

technology skills remains intense.

Impact: Execution risk, operational disruption and

reduced innovation.

Time horizon: Short to medium-term (18-36 months).

• Group-wide people governance via Remuneration and

Nominations Committees.

• Engagement, wellbeing initiatives and succession

planning.

• Targeted development of critical skills and leadership

capability.

↑

Increasing

Sustained competition for

specialist and digital skills.

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30 31

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The Directors have assessed the Group’s prospects and viability, having regard to its current and

expected financial position, available financing facilities, management actions and the potential impact

of the Group’s principal risks and uncertainties.

Assessment of prospects

The Board reviews the Group’s prospects throughout the year, with

particular focus during the annual strategic planning and three-

year budgeting process. This process is led by the Group CEO and

Group CFO, with input from the Executive Committee and Divisional

Managing Directors. In assessing prospects, the Board considers

whether plans appropriately reflect the external environment,

including macroeconomic, political and geopolitical, regulatory,

technological and climate-related factors. This results in the approval

of strategic objectives and detailed forecasts over a three-year period

(the three-year plan). Our business model and strategy are described

on pages 04 to 07.

Assessment of viability

The Directors assessed viability over the three-year period ending

31 December 2028, which is considered appropriate as it aligns with

the Group’s strategic planning cycle and reflects the period over

which the Directors can forecast with reasonable confidence while

capturing key risks and covenant considerations.

The assessment included stress testing the Group's financial forecasts

against severe but plausible scenarios (developed with input from

senior management and Divisional finance teams) assuming all three

Divisions continue to operate. In aggregate, the scenarios reflected:

Viability Statement

a severe downturn in our markets, where:

→

housing transactions decrease by an average of 33% versus

2025, which is 6% below the level seen during the last recession

in 2008, caused by:

• economic conditions (such as high inflation and interest rates

and reduced availability of debt funding);

• political or other uncertainties; or

• a combination of these issues.

the loss of a major contract

→

such as the loss of a top five lender, which has not occurred for

over five years.

a professional indemnity risk event

→

resulting in a significant increase in valuation claims for our

Surveying & Valuation Division.

a material one-off regulatory fine or redress expense

The scenario set was derived from the principal risks outlined

on pages 28 to 30, including UK housing market cyclicality, client

contract risk, professional indemnity claims, regulatory change,

and the potential combined impact of these risks. The scenarios

also consider the mitigating actions available to management to

preserve liquidity, including reductions in discretionary expenditure

and capital investment. Climate-related risks were also considered

and are not currently expected to have a material impact on viability

over the assessment period. The Directors also considered the

stability of recurring and counter-cyclical income streams (including

mortgage and insurance renewals, lettings and asset management),

representing approximately 25% of Group revenue, and operational

flexibility to mitigate adverse conditions.

The results indicated that the Group would be able to continue

operating and meet its liabilities as they fall due throughout the

period. Under all scenarios and at each scheduled covenant test

date, the Group maintained sufficient liquidity and headroom against

its banking covenant ratio of 2.75x net debt: adjusted EBITDA (with

3.00x allowable for two consecutive test periods during the renewal

period). The Group’s financial position has been further strengthened

by the extension of its £60m banking facility to January 2030.

Reverse stress testing was also performed to assess the level of

market deterioration required to breach the Group’s net debt/

adjusted EBITDA covenant. This indicated that housing market activity

would need to fall to levels materially below those experienced

during the 2008 financial crisis, with no recovery. The Directors

consider the likelihood of this occurring to be remote.

The Audit & Risk Committee oversaw the viability assessment

process during 2025 which included the review of the reverse stress

test. Based on this assessment, the Directors have a reasonable

expectation that the Group will continue in operation and meet its

liabilities as they fall due over the three-year period to 31 December

2028.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

32 33

OVERVIEW

Our sustainability programme supports our long-term ambition to be a responsible, resilient and

future-focused business, creating lasting value for colleagues, customers and wider stakeholders.

During 2025, we refined the foundations of our approach through

a review of our sustainability activity and the development of a

refreshed framework aligned to our purpose and culture.

Our programme is built around three interconnected pillars:

1) People & Community

2)

Environment

3) Governance

Our 2025 focus has been on improving insight into our environmental

impact, strengthening engagement and development across our

workforce and reinforcing standards of governance and oversight,

while aligning Group and Divisional activity around a common

sustainability framework.

This ongoing work will help ensure our sustainability programme

remains aligned with the Group’s strategy and supports long-term,

sustainable growth.

Programme governance

The Board and Group CEO have overall responsibility for

sustainability-related matters, setting strategic direction and ensuring

the programme supports the Group’s long-term ambitions. Day-to-

day delivery is delegated to the Sustainability Steering Committee

(SSC), which includes the Group CEO, Group CPO, Group Company

Secretary, Group CRO, and representatives from Group Finance,

Legal, and our Divisions. It is chaired by the Group Sustainability

Director.

The SSC meets quarterly to monitor progress, review KPIs, assess

risks and opportunities and undertake horizon scanning for emerging

regulation and legislative change. The SSC reports regularly to the

Audit & Risk Committee to ensure oversight of sustainability-related

risks, including climate.

Delivery of our sustainability programme is further supported by four

colleague forums, each with an executive sponsor:

• Colleague Engagement Forum (CEF), sponsored by Debra Gardner,

Group CPO.

• Environmental Working Group (EWG), sponsored by Saad

Hassanuddin, Group CRO.

• Communities Forum, sponsored by Saad Hassanuddin, Group CRO.

• Inclusion & Diversity (I&D) Forum, sponsored by Debra Gardner,

Group CPO.

These forums play an important role in driving engagement, shaping

initiatives and ensuring sustainability activity is embedded across the

business.

In addition, our annual sustainability conference brings all forums

and executive sponsors together to review progress, share insights

and align on priorities for the year ahead. This collaboration ensures

that our sustainability programme remains responsive, coordinated

and grounded in the experiences of colleagues across the business.

Alongside our internal governance, external sustainability ratings

provide independent assessment of our environmental, social and

governance practices and support benchmarking against recognised

frameworks. Our ratings are set out below:

EcoVadis provides an independent

assessment of environmental, social

and ethical performance, offering a

recognised benchmark for ESG

standards.

Awarded to our Surveying &

Valuation Division in 2025.

CDP provides a globally recognised

framework for assessing environmental

performance, including emissions and

climate-related risks.

Awarded to LSL Group in 2025.

People

The capability and expertise of our 1,758 colleagues underpin

our continued success. During 2025, we advanced our work on

engagement, development, inclusion and wellbeing through a more

structured approach to learning and development, targeted inclusion

and wellbeing activity, and the use of recognised frameworks. This

improved the quality and consistency of people-related information,

supporting more informed decision-making.

Listening to our people

Understanding colleague experience is a key component of our

people strategy. Our annual engagement survey provides valuable

insight into engagement, culture and leadership across the Group.

Sustainability Report

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32 33

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Themes Response favourability

Private

sector

benchmark

2023

results

2024

results

Purpose

81% 13% 6%

+5 +1 +1

Enablement

77% 12% 11%

+10 +4 +4

Autonomy

73% 15% 13%

+2 0 +3

Reward

64% 21% 15%

0 +2 +2

Leadership & change

74% 17% 9%

+9 +8 +6

Engagement

77% 17% 6%

-3 +3 +4

Question Theme Response favourability

Private

sector

benchmark

2023

results

2024

results

My manager takes the

time to provide feedback,

offer guidance and

support my development

Leadership

& change

83% 10% 7%

+19 +14 +22

My manager gives me

regular feedback on how

I am doing

Leadership

& change

84% 9%

7%

+15 +8 +8

Key:

●

Favourable

●

Neutral

●

Unfavourable

This year saw a strong uplift in colleague feedback, with the survey

achieving a 90% response rate, representing 1,578 colleagues, up

6 points from 84% of colleagues last year. Engagement scores also

increased significantly, reaching 77% compared with 73% in 2024,

demonstrating continued strengthening of colleague connection

and confidence across the Group. Overall, survey results in 2025

show a continued year-on-year improvement across most themes,

with performance generally at or above private sector benchmarks,

particularly for purpose, enablement and leadership & change.

Manager-led feedback and development remained a strength in

2025, showing the strongest improvement across the Group. These

results underline the importance of continuing to develop leaders

and managers to support colleague development and engagement.

Debra Gardner, our Group Chief People Officer, comments: "Seeing

90% of colleagues take part, alongside a 77% engagement score gives

me real confidence in the strength of our culture. It demonstrates

that colleagues feel heard, connected to our purpose and confident

that their voice matters."

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

34 35

OVERVIEW

All colleagues – workforce profile and turnover

2025 2024

Headcount

Total colleagues 1,785 1,802

Gender (headcount)

Male 970 965

Female 812 837

Gender (%)

Male 54 49

Female 46 51

Ethnicity (headcount)

Asian/Asian British 101 83

Black/African/Caribbean/Black British 33 36

Mixed/Multiple ethnic groups 34 25

White 1,301 1,255

Other ethnic group 23 26

Disability (headcount)

Disability or long-term health condition 266 247

Non-disclosure rate (%)

1

4 4

Voluntary turnover (%)

Total voluntary turnover 9.8 13.5

Male 54 49

Female 46 51

Colleague Engagement

LSL

Colleague

Engagement

Our Colleague Engagement Forum (CEF) plays an

important role in strengthening communication

and colleague voice across the Group. It brings

together nominated representatives from all

parts of the Group to support the sharing of

views and ideas that reflect the experiences of

colleagues, ensuring that engagement activities

and change initiatives are well-communicated and informed by

colleague feedback.

During 2025, the CEF contributed to several key programmes,

including the review of our people policies, providing input into our

electric car scheme, supporting the development of a competency

framework and promoting the colleague engagement survey. These

activities highlight the value of the CEF in shaping initiatives that

directly impact colleagues across the business.

Inclusion & Diversity

LSL

Inclusion

& Diversity

We remain committed to building a diverse and

inclusive workplace that reflects the

communities we serve and enables colleagues to

thrive. During the year, we strengthened our

diversity and inclusion data, giving us improved

visibility of representation across the Group.

We have adopted diversity targets that are in line with the UK Listing

Rules. Our progress towards them is reported in the Nominations

Committee Report on pages 58 and 59, alongside the gender and

ethnicity metrics of our Board and executive management. We have

also set diversity targets for the Senior Management Team. Progress

against these targets is monitored and reported alongside wider

workforce diversity metrics below.

1 Non-disclosure rate based on total number of survey responses

Sustainability Report continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

34 35

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Senior Management Team

1

– diversity

2025 2024

Gender

Male

27 (60%) 30 (68%)

Female 18 (40%) 14 (32%)

Ethnicity

2

White 32 (71%) 32 (95%)

Ethnic minority 4 (8%) 2 (5%)

40%

Female representation at Senior

Management Team level, against a target

of 33%

Female representation within the Senior Management Team

increased in 2025 to 40%, compared with 32% in 2024, exceeding

the Group target of 33%. This reflects an increase in the number

of female colleagues at senior management level year-on-year,

alongside a corresponding reduction in male representation.

Ethnic minority representation within the Senior Management Team

increased in 2025 to 8%, compared with 5% in 2024, against a Group

target of 11%. While representation remains below target, the year-on-

year increase reflects continued progress at senior management level.

Disability

In 2025, 1 in 6 colleagues (266) identified as having a disability or long-

term health condition, reinforcing the importance of understanding

differing needs and offering supportive, inclusive adjustments.

As part of this commitment, during 2025 we have continued to work

with Disability Rights UK to progress through the Disability Confident

programme, strengthening our approach to recruitment, workplace

adjustments and colleague support. This year we also introduced

a Disability Champions Network, creating a platform for colleagues

with lived experience to share insight, shape policy development and

raise awareness across the organisation.

These initiatives reflect our belief that a more inclusive culture

strengthens engagement, improves retention and supports better

outcomes for colleagues, customers and all stakeholders.

Health, safety and wellbeing

Maintaining a safe, healthy and supportive workplace remains a core

responsibility. Our health and safety framework continues to focus

on preventing incidents, promoting safe behaviours and ensuring

colleagues feel supported both physically and mentally.

During 2025, we recorded five RIDDOR reportable incidents, an

increase from two in 2024. Each incident was reviewed through

established reporting and investigation processes, with learning

outcomes shared across relevant teams to support continuous

improvement and strengthen our safety culture. The increase does

not indicate a change in underlying risk profile and was proportionate

to the nature and scale of operational activity during the year.

Actions arising from these reviews included updates to relevant risk

assessments and the introduction of additional personal protective

equipment, where appropriate, to further support safe working

practices.

Alongside our safety obligations, colleague wellbeing continues to

be an increasingly important part of our people strategy. We have

strengthened the support available through a range of initiatives

including our Employee Assistance Programme which offers 24/7

confidential advice, counselling and wellbeing resources. This is

complemented by wider wellbeing initiatives aligned with the Better

Health at Work framework, through which we achieved bronze status

in 2025. These initiatives promote healthy working practices and

raise awareness of the support available to colleagues across the

Group.

1 Our Group Executive Committee, Divisional Managing Directors and the Group Company Secretary and their direct reports who are A1 and A2 grades (excluding

Executive Directors)

2 Excludes those that have not disclosed. Non-disclosure rate is 20% (9 colleagues)

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36 37

OVERVIEW

Investing in our people

Training and development

We continue to invest significantly in colleague development to

ensure our people have the skills, knowledge and support they need

to deliver high-quality services across the Group. Development

remains a critical component of our people strategy, helping to

build capability, strengthen compliance, and support ongoing career

development for colleagues at every stage.

During 2025, colleagues across the Group completed a significant

volume of training, supporting both technical capability and broader

professional development. Training activity also extended to our

franchise partners, helping to support consistent service quality and

capability development across the network.

5,563

hours of training

completed by

colleagues

18,369

hours of training

delivered to

franchise partners

Our use of the Government Apprenticeship Levy continued to

support career development and access to accredited training across

a range of roles. Apprenticeship programmes provide a practical

route for skills development, with colleague participation increasing

during the year. These programmes support long-term capability

building while enabling colleagues to develop skills aligned to current

and future business needs.

£198,000

invested through the

Apprenticeship Levy

13

colleagues

qualified through

apprenticeship

programmes

Looking ahead, we will continue to strengthen our approach to

training and career development to support a confident, capable and

future-ready business.

Colleague share schemes

We provide colleagues with the opportunity to invest in the business

through all-employee share schemes, including our BAYE/SIP and

SAYE schemes.

The BAYE/SIP scheme enables colleagues to purchase LSL shares

monthly in a tax-efficient manner, with LSL matching one share for

every five shares purchased. The SAYE scheme allows colleagues to

save monthly and purchase LSL shares at a fixed price at the end of

the savings period. In 2025, 16% of colleagues participated in the

SAYE scheme, representing an increase compared with 2024 (14%).

Community engagement

LSL

Supporting and engaging with the communities

we serve is an important part of our sustainability

programme. Across the Group, colleagues give

their time, skills and resources to local causes,

reflecting our commitment to having a positive

social impact.

513

volunteering days

Colleagues contributed time and skills to

support community organisations and local

initiatives across the Group during 2025

Colleague participation in community activity remained strong during

2025. Led by our Communities Forum, volunteering activity focused

on a range of fundraising and sponsored events including sporting

challenges, food and clothing donations, community volunteering

and environmental projects, enabling colleagues to support local

community organisations and initiatives across the Group.

£48,380

raised

Colleagues raised charitable donations in

2025, supporting both national charities

and causes chosen locally across the

Group

Alongside volunteering activity, charitable giving remained an

important part of our community contribution, supporting both

national charities and causes chosen locally across the business.

Together, volunteering and fundraising activity reflect strong

colleague engagement and commitment to the communities in

which we operate.

Environment

Under the guidance of the EWG, we have

strengthened our approach to environmental

management, focusing on reducing our

operational impact and supporting a more

sustainable business. Through external training,

we have invested in building the capability of the

EWG and advanced our understanding of the

Group’s carbon footprint. We have also invested in carbon accounting

software to improve reporting and data quality, while enhancing our

assessment of climate-related risks and opportunities

Sustainability Report continued

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36 37

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Engaging colleagues is central to achieving meaningful environmental

progress and to delivering our Net Zero 2040 ambition. To support

this, we launched a green champions network at the Group

sustainability conference in late 2025, setting out plans for a Group-

wide community of colleagues who will help shape local initiatives,

encourage behavioural change and promote practical actions that

contribute to our environmental goals.

As we look ahead to 2026 the balance between compliance and

engagement will help us to make steady measurable progress against

our environmental commitments and provides an important bridge

to our TCFD reporting, which sets out in more detail how we assess,

govern and manage climate-related risks and opportunities.

Governance

Strong governance is essential to delivering our sustainability

ambitions and maintaining trust across all stakeholder groups.

Our approach focuses on clear accountability, ethical conduct and

processes that support responsible actions across the Group.

Human rights and modern slavery

We are committed to respecting human rights and preventing

modern slavery across our operations and value chain. Our approach

is informed by the UN Guiding Principles on Business and Human

Rights, which provides a clear framework for identifying, managing

and mitigating human rights risks.

We publish an annual Modern Slavery Statement outlining our

commitment, expectations across our supply chain, and own actions

in this area. This can be found on our website at lslps.co.uk.

Safeguarding customer welfare and vulnerability

Within our Surveying & Valuation Division, colleagues play an

important role in identifying potential risks within the value chain.

Operational surveyors are trained to recognise and report signs of

customer vulnerability encountered during property inspections.

In 2025, 544 (2024: 527) such concerns were raised, enabling

appropriate follow-up and support where required. We also continue

to operate procedures to comply with the FCA’s consumer duty

regime.

Ethics and conduct

Our Combined Ethics Policy sets out the standards of behaviour

expected from all colleagues across the Group. It covers key areas

including anti-bribery and corruption, anti-fraud procedures, conflicts

of interest, whistleblowing, and responsible business conduct.

The policy is reviewed regularly to ensure it remains aligned with

regulatory requirements and industry best practice. Awareness is

supported through mandatory training and internal communications,

helping colleagues make informed, ethical decisions.

Colleague policies

We have centralised Group colleague policies, as well as separate

Divisional policies for certain matters. Our Group policies cover topics

such as family-friendly matters, equality and health-related matters,

including mental health and wellbeing. During 2025, 20 Group

colleague policies were reviewed and updated, ensuring they

remain current, consistent and aligned to regulatory and business

requirements.

Compliance training

Compliance training plays a central role in ensuring colleagues

understand their responsibilities and the standards required of them.

2025 compliance training completion rate

99.7%

Training covers areas such as anti-bribery, data protection, financial

crime, and other regulatory requirements. Regular completion helps

maintain a strong compliance culture and supports effective risk

management across the business.

Speak Up: whistleblowing

We encourage colleagues to raise concerns through our confidential

Speak Up process, which allows issues to be reported anonymously

and in line with the procedures set out in our Combined Ethics

Policy. This helps us maintain an open culture where colleagues feel

confident to speak up about potential concerns.

In June 2025, we ran a dedicated Speak Up Week campaign to raise

awareness of the process and reinforce the importance of speaking

up. During 2025, zero reports were received and we continue

to promote the channel to ensure colleagues feel informed and

confident to use it whenever needed. Maintaining an open culture

where colleagues feel safe to speak up remains a core priority for us.

Payment practices

e.surv, our only Group entity that meets the statutory reporting

threshold under the Small Business, Enterprise and Employment

Act 2015, submits bi-annual payment practices reports, which are

publicly available on the Government’s reporting portal (check-

payment-practices.service.gov.uk).

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

38 39

OVERVIEW

Non-Financial and Sustainability

Information Statement

Reporting requirement Cross reference/location of reporting Page

Climate-related financial disclosures TCFD Report 39

• Environmental matters (including the impact

of our businesses on the environment)

• Our colleagues

• Social matters

• Respect of human rights

• Anti-bribery and corruption matters

Corporate Governance Report

Sustainability Report

Section 172 Statement and Stakeholder Engagement

50

32

20

Business model Business Model and Strategy 04

Non-financial policies Sustainability Report includes overviews of our

policies relating to:

• Human rights and modern slavery

• Anti-bribery and corruption

• Whistleblowing and Speak Up arrangements

• Health and safety

• Colleague employment policies

32

Principal risks relating to the non-financial

matters and how these are managed

Risk Management 27

Non-financial KPIs Sustainability Report

Corporate Governance Report

32

50

The table below includes information required by section 414CB of the Companies Act 2006:

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

TCFD Report

Our disclosures have been prepared in accordance with the:

1. Companies Act 2006 (section 414CB(2A)).

2. UK Listing Rules (UKLR 6.6.6(8)).

3. Task Force on Climate-related Financial Disclosures (TCFD).

4. Streamlined Energy and Carbon Reporting (SECR).

We confirm that we have complied with the 11 TCFD

recommendations. Below is a summary of the status of our

compliance.

Governance Compliance summary Status Page

Describe the board’s oversight of

climate-related risks and opportunities.

• Board oversight of climate matters delegated to the ARC.

• Sustainability Steering Committee (SSC) regularly reports

to Board and ARC.

• Climate risk and opportunities included in risk register

and reviewed twice per year by ARC.

Compliant 41

Describe management’s role in assessing

and managing climate-related risks and

opportunities.

• Delegated to Group Sustainability Director, supported by

Environmental Working Group (EWG) and the Group CRO.

• SSC coordinates strategy and progress across Divisions.

Compliant 41

Strategy Compliance summary Status Page

Describe the climate-related risks and

opportunities identified over the short,

medium, and long-term.

• Key risks and opportunities assessed across three time

horizons (0-3 years, 4-9 years, 10+ years).

• Key risks cover physical, transition and market-related

impacts.

• Timeframes aligned with business planning cycles and

lender expectations.

Compliant 42

Describe the impact of climate-

related risks and opportunities on the

organisation’s businesses, strategy, and

financial planning.

• Risks and opportunities considered as part of strategic

planning and risk processes.

• Scenario analysis, Divisional input and annual climate risk

assessments identify where climate factors may influence

operational planning, financial forecasts or stakeholder

expectations.

Compliant 42

Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C or lower

scenario.

• Business model assessed using two resilience scenarios:

low-carbon transition and high-emissions.

• Analysis indicates low exposure to significant climate-

related impacts under both scenarios.

Compliant 42

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40 41

OVERVIEW

TCFD Report continued

Risk management Compliance summary Status Page

Describe the organisation’s processes for

identifying and assessing climate-related

risks.

• Climate risks identified through the EWG’s annual climate

risk assessment, capturing physical and transition risks.

• Scenario modelling and Divisional input provides

understanding of potential exposures.

Compliant 41

Describe the organisation’s processes for

managing climate-related risks.

• Embedded within Divisional risk frameworks.

• Mitigations include improved data quality, operational

actions in carbon hotspots, supplier engagement and

ongoing monitoring through the EWG.

Compliant 41

Describe how processes for identifying,

assessing, and managing climate-

related risks are integrated into the

organisation’s overall risk management.

• Processes integrated into the Group risk framework and

reported within the risk register.

• Overseen by the ARC.

Compliant 41

Metrics and targets Compliance summary Status Page

Disclose the metrics used to assess

climate-related risks and opportunities.

• Scope 1-3 emissions.

• Energy consumption.

• Intensity ratios (tCO₂e per £m revenue and employee).

Compliant 43

Disclose scope 1, scope 2, and (if

appropriate) scope 3 GHG emissions, and

related risks.

• FY 2024/25 emissions calculated using carbon

management software and verified through internal

review.

Compliant 44

Describe the targets used to manage

climate-related risks and opportunities

and performance against targets.

• Net Zero 2040 target endorsed by the Board.

• Interim 2035 milestones include 63% reduction in scope 1

and scope 2, and 38% reduction Scope 3 from a 2023/24

baseline.

• Progress reviewed annually.

Compliant 43

Governance

Our governance structure provides clear oversight and accountability

for climate-related matters, ensuring these are embedded into

decision-making, risk management processes and operational

delivery across the Group.

Board and Audit & Risk Committee

The Board has overall responsibility for overseeing our response to

climate related matters, supported by the ARC which receives formal

updates on climate risks and opportunities twice per year. Climate-

related risks and opportunities are incorporated into the Group risk

framework, enabling consistent oversight on the effectiveness of

controls, exposure levels and mitigation plans.

Executive leadership and management roles

Day-to-day management of climate-related matters is delegated to

the SSC, chaired by the Group Sustainability Director, and attended

by the Group CEO, Executive Committee members, the Group

Company Secretary and Divisional representatives. The Committee

provides strategic direction, reviews climate-related performance and

oversees delivery of the Group-wide sustainability programme.

The EWG supports the SSC by coordinating activity across Divisions,

identifying emerging climate related risks and opportunities and

maintaining consistency in reporting and data quality.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

40 41

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Board

ARC

Group risk funcƟon

SSC

EWG

Divisional support

Strategy

Climate-related risks and opportunities are integrated into the

Group risk framework and business planning processes, ensuring

that climate considerations are available to inform strategic decision

making across all Divisions.

As an asset light, service-based business operating in the UK

property, financial services and surveying markets, understanding the

transition and physical climate-related risks supports our longer-term

resilience and ensures that emerging expectations from regulators,

lenders and other stakeholders are appropriately considered.

Through the EWG, climate-related matters are reflected in Divisional

risk assessments and planning where appropriate. This enables us

to understand the potential climate impacts over time and remain

aligned with our Net Zero 2040 ambition and wider stakeholder

expectations.

Risk management

Processes for identifying, assessing and managing climate-related

risks are integrated into the Group’s risk management framework,

ensuring that climate risks and opportunities are evaluated using a

consistent and repeatable approach, aligned with the treatment of

other principal risks.

Climate-related risks and opportunities are identified through an

annual Group-wide climate risk assessment led by the EWG, with

input from Divisional risk leads. The process considers transition risks

(including policy and regulatory changes, lender expectations, market

shifts and reputational impacts) and physical risks (such as flooding,

heat stress and severe weather events).

Risks and opportunities are assessed using a repeatable methodology

that considers potential financial, operational, strategic, regulatory

and reputational impacts, together with likelihood and relevant time

horizon.

1. Scenario Seƫng

Assess climate risks under low-

carbon transiƟon and limited

climate acƟon scenarios,

including Net Zero and higher-

temperature outcomes.

Climate risks and opportuniƟes

are reviewed at ARC and

disclosed through the TCFD

secƟon of the Annual Report and

Accounts.

IdenƟfy physical, transiƟon and

sector-specific climate risks

relevant to our operaƟons and

markets.

Evaluate, prioriƟse and rate

climate risks based on likelihood,

severity and potenƟal financial

impact under each scenario.

2. Risk Analysis 3. Assessmen

t4

. Disclosure

ConƟnuous improvement

Identification and risk assessment

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Time horizon Notes

Short-term (0-3 years) Aligns with our three-year planning cycle.

Medium-term (4-9 years) Selected to include near-term carbon targets.

Long-term (10+ years) Beyond the above timeframe.

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

42 43

OVERVIEW

TCFD Report continued

As part of this assessment two climate scenarios are applied to test the resilience of our business model under different climate futures.

The scenarios are:

Scenario 1: low-carbon transiƟon

Assumes rapid policy acƟon and technological change to limit global

warming to around 1.5°C above pre-industrial levels

Source: IPCC¹

Scenario 2: high-emissions scenario

Assumes conƟnued high emissions, resulƟng in more severe physical

climate impacts and global warming of around 4°C by 2100

Source: IPCC¹

Integration with the Group risk framework

All material climate-related risks and opportunities are incorporated into the central Group risk register. This integration provides onward reporting

to the ARC, enabling Board level oversight and challenge.

Climate-related risks and opportunities

The identified risks and opportunities, presented over the short, medium and long-term horizons are considered to have a low material financial

impact on our strategy and operating model.

Theme Category Timeframe impact Description Business impact Scenario

Risks

Transition

Policy & regulation Short-term Compliance and

administration

costs to meet

additional disclosure

requirements and

deliver environmental

commitments.

Increased operating

costs.

Scenario 1

Operational Medium-term Higher operational and

execution costs arising

from initiatives to lower

emissions, adaption

of office space, and

procurement of carbon

offsets.

Increased capital

expenditure and

operating costs.

Operational Medium-term Valuation practices

continue to evolve,

supported by ongoing

development of skills,

tools and data.

Changes and updates

to internal systems

and processes to

integrate climate-related

valuation requirements.

Hiring of new staff or

training.

1 Intergovernmental Panel on Climate Change (IPCC) Sixth Assessment Report (AR6) climate scenarios

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

42 43

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Theme Category Timeframe impact Description Business impact Scenario

Risks

Market Chronic change Long-term Gradual but severe

shifts in climate patterns

resulting in stranded

assets and devaluation

of properties.

Long-term risk to

business model.

Scenario 2

Physical

Rising temperatures Long-term Increased risk of heat-

related illness, stress

and fatigue.

Lost work time, reduced

productivity, higher

healthcare costs and

potential revenue loss.

Adaptation Medium-term Rising costs for building

cooling, colleague

health support and site

adaptation measures.

Increased capital

expenditure and

operating costs.

Chronic change Medium-term Climate-related

disruption to data

centres, technology

providers, and wider

supply chains (logistics,

utilities, and materials),

leading to outages,

increased cost and

reduced service

availability.

Delays in delivery,

higher operating costs

and reduced reliability

of delivering Group

portfolio services.

Opportunities

Transition

Strategic Medium-term Increased demand for

climate-related property

data and assessments.

Strengthen existing

market position, enter

new markets or create

new revenue streams.

Scenario 1

Brand and

reputation

Short-term Climate-related

approach and

disclosures aligned with

key client expectations.

Increased brand value,

growth opportunities

and stability in customer

base.

Transition Commercial Long-term Increased client and

investor demand for

climate aligned portfolio

data, products and

services.

Strengthen existing

market position, enter

new markets or create

new revenue streams.

Scenario 2

Metrics and targets

We have selected climate-related measures to monitor performance,

assess exposure to transition and physical risks, and track progress

against our emission reduction objectives. These metrics are

reported annually through the Annual Report and Accounts and

voluntary via the Carbon Disclosure Project.

Climate-related metrics

We report greenhouse gas emissions in line with the Greenhouse Gas

Protocol, covering scope 1, scope 2 and material scope 3 categories

across all Divisions.

The Board has set a long-term ambition to achieve Net Zero by 2040

across all emission scopes. To support this ambition, the Group

has adopted science-aligned milestone reductions from a 2023/24

baseline year, including a 63% reduction in scope 1 and 2 emissions

and a 38% reduction in scope 3 emissions by 2035. Progress is

overseen by the EWG, which supports delivery, reporting and

ongoing data improvement.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

44 45

OVERVIEW

In 2024/25, scope 1 and 2 emissions reduced by approximately 50%

on a market-based basis compared with the baseline year, driven by

structural reductions in gas and fuel use, fleet improvements and lower

F-gas losses. Scope 2 electricity emissions reduced by approximately

24% on a market-based basis, reflecting estate changes, efficiency

measures and grid decarbonisation. Year-on-year changes also reflect

calculation refinements, including updates to emissions factors and the

reporting platform.

1 Scope 3 emissions reflect changes in reporting coverage and data quality, including improved data for investments and a full year of franchise reporting under the

revised Estate Agency structure

2 Intensity metrics are calculated using average employee numbers and reported revenue for the relevant financial year

Scope 3 emissions reflect changes in reporting coverage and data

quality, including improved data for investments and a full year of

franchise reporting under the revised Estate Agency Franchising

structure. Overall, market-based emissions reduced by approximately

14% compared with 2023/24, indicating consistent progress against the

Group’s Net Zero objective.

Carbon performance for the period 1 October 2024 to 30 September 2025

10,393

tonnes of CO2e (tCO

2

e)

Our carbon footprint and energy consumption in accordance with the UK Streamlined Energy and Carbon Reporting (SECR) regulations is presented

in the table below.

Metric 2024/25 2023/24 2022/23

Scope 1 emissions (tCO₂e) 275 692 730

Scope 2 emissions (tCO₂e) - market-based 183 240 637

Scope 1 + 2 emissions (tCO₂e) - market-based 458 932 1,368

Scope 2 emissions (tCO₂e) - location-based 87 292 996

Scope 1 + 2 emissions (tCO₂e) - location-based 362 983 1,727

Scope 3 emissions (tCO₂e)

1

9,935 11,123 14,459

Total emissions (tCO₂e) - market-based 10,393 12,055 15,827

Total emissions (tCO₂e) - location-based 10,297 12,106 16,524

Total energy consumption (kWh) - scope 1 + 2 1,823,002 2,777,178 8,016,326

Intensity metrics

2

tCO₂e per employee - market-based (scope 1 + 2) 0.3 0.5 0.5

tCO₂e per employee - location-based (scope 1 + 2) 0.2 0.5 0.6

tCO₂e per £m revenue - market-based (scope 1 + 2) 2.5 5.4 7.7

tCO₂e per £m revenue - location-based (scope 1 + 2) 2.0 5.7 9.8

TCFD Report continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

44 45

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Greenhouse gas emissions reporting and methodology

During 2025, we implemented Group-wide carbon accounting

software to support more consistent and robust greenhouse gas

reporting. The system is designed to streamline data collection,

improve accuracy, and provide a common basis for reporting and

analysis across the Group over time, supporting clearer tracking of

performance and progress.

Our greenhouse gas (GHG) emissions are reported in tonnes of

carbon dioxide equivalent (tCO₂e) and prepared in accordance with

the GHG protocol, using the operational control approach. Emissions

include scope 1, scope 2 and scope 3. Scope 2 emissions are reported

on both a location-based and market-based basis, with market-

based reporting used as the default. Scope 3 emissions include

estimated emissions associated with franchise operations using

a proxy approach. Emission factors are sourced from DEFRA, the

International Energy Agency (IEA) and supplier-specific disclosures,

with Association of Issuing Bodies (AIB) residual mix factors applied

where required.

Our Strategic Report, which runs from pages 03 to 45, explains how we operate to achieve our business model and is approved by and signed on

behalf of the Board of Directors.

Adam Castleton

Group Chief Executive Officer

David Tilak

Group Chief Finance Officer

18 March 2026 18 March 2026

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

46 47

OVERVIEW

The Board and Executive Team

Adrian Collins

Non-Executive

Chair

Committees

D

N

R

Appointed to Board:

30 April 2024

James Mack

Independent

Non-Executive Director

Committees

AR

D

N

Appointed to Board:

27 September 2021

Key skills and experience

• Detailed knowledge of the Group’s business.

• In-depth experience in corporate leadership.

• Closely engaged with our investor community.

• Over 30 years’ experience in finance.

• Qualified as a chartered accountant.

Previous appointments

• Group CFO of French Connection Group PLC.

• Leadership roles including at O2 UK, eBay and The Walt Disney Company.

• PriceWaterhouse.

Current external appointments

• None.

Other responsibilities

• Senior Independent Director.

Key skills and experience

• Significant knowledge in audit and risk, with recent relevant financial

experience.

• Qualified as a chartered accountant.

• Holds a BA from the University of Nottingham.

Previous appointments

• Chief financial officer at Barclays Bank UK plc.

• Chief financial officer at Aldermore plc.

• Acting chief financial officer at the Co-operative Bank.

• Senior roles in finance and internal audit at Skipton Building Society.

• KPMG.

Current external appointments

• CEO of John Lewis Money.

Key skills and experience

• Over 25 years’ experience in strategic, financial and operational roles

across complex multinational businesses.

• Proven track record of driving and delivering growth through strategic

investment and transformation.

• Qualified as a chartered accountant.

Previous appointments

• Group finance director of Serco Group PLC.

• Group finance director and other positions/directorships at Imperial

Brands PLC.

• Variety of senior leadership roles at General Electric.

• Non-executive director of Logista Groupo s.a.

Current external appointments

• None.

Key skills and experience

• Highly experienced board chair and executive director of listed companies.

• Deep understanding of public markets.

• Co-founded and led a number of highly successful financial services businesses.

• Contributed to building one of the UK’s leading institutional and retail fund

management businesses.

• Experience in transformation of businesses and significantly growing assets.

Previous appointments

• Managing director at Gartmore Investment Management.

• One of the founders of Trustnet.

• Senior executive roles at Jupiter, Bestinvest and Lazard Investors.

• Executive and non-executive chair of Liontrust Asset Management.

• Non-executive director of Hargreaves Lansdown plc.

• Other board positions.

Current external appointments

• Board chair of Logistics Development Group plc.

• Fincorp International Limited.

• Quantum Base Holdings plc.

Adam Castleton

Group Chief Executive Officer

David Tilak

Group Chief Financial Officer

Committees

E

I

D

Appointed to Board:

2 November 2015

Committees

E

I

D

Appointed to Board:

12 January 2026

Executive Directors

Non-Executive Directors

The Board as at 18 March 2026

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

46 47

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Darrell Evans

Independent

Non-Executive Director

Committees

AR

N

R

Appointed to Board:

28 February 2019

Michael Stoop

Independent

Non-Executive Director

Committees

None

Appointed to Board:

24 June 2024

Key skills and experience

• Significant experience in banking, finance, strategy, investor relations,

governance and ESG.

• Extensive consumer sector experience.

• Qualified as an accountant.

• Holds a BAcc (Hons) in Accountancy and Economics.

Previous appointments

• Head of investor relations at Haleon and Heineken.

• Provided investor relations and consultancy services as Clear Giraffe IR.

• Senior roles at investment banks, including Barclays Capital, Goldman

Sachs and Morgan Stanley.

• KPMG.

Current external appointments

• Global head of investor relations of Diageo plc.

Key skills and experience

• Significant experience in estate agency and franchising.

• Fellow of the Royal Institute of Chartered Surveyors.

• Fellow of the National Association of Estate Agents.

Previous appointments

• Managing director at M Winkworth plc.

• Managing director of the estate agency division at Legal & General Group plc.

• Chair and non-executive director at Belvoir Group plc.

• Group managing director at The Property Franchise Group plc.

• Director at Kriva Ltd.

Current external appointments

• Industry board member and chair of the finance & performance

committee at The Property Ombudsman.

• Director of Michael Stoop Property Services Ltd.

• Director of Yasiel Ltd.

• Director of Complylex Limited.

Key skills and experience

• Significant experience in strategy, technology operations, sales and

marketing, particularly in the professional information solutions sector.

• Holds a BA from the University of Cambridge.

Previous appointments

• Chief digital product officer of Reed Exhibitions (a RELX Group plc

company).

• Global director of strategy; managing director of Researcher Products at

Elsevier (RELX Group plc).

• Senior manager at McKinsey & Co.

• Operating positions at Procter & Gamble, and Sainsbury’s Supermarkets

Ltd.

Current external appointments

• Chief product & Tesco services officer at dunnhumby Limited.

Other responsibilities

• Designated Non-Executive Director for workforce engagement.

• Non-Executive Director of PRIMIS board

1

.

Key skills and experience

• Significant experience in financial services.

• Experience in retail banking and mortgage propositions.

• Experience in strategy, proposition development and commercial

management.

Previous appointments

• Chief executive at Beneden Health.

• Chief commercial officer at the Co-Operative Bank plc.

• Product director for the RBS Retail Bank.

• Senior executive roles at Direct Line Insurance Group plc and

Virgin Money plc.

• Chief executive officer at The Consulting Consortium.

Current external appointments

• None.

Sonya Ghobrial

Independent

Non-Executive Director

Gaby Appleton

Independent

Non-Executive Director

Committees

AR

R

Appointed to Board:

4 March 2022

Committees

AR

N

R

Appointed to Board:

1 September 2019

Committees key

AR Audit & Risk R Remuneration N Nominations

D Disclosure

Chair

E Executive InvestmentI

1 Includes appointment as a statutory director of Advance Mortgage Funding Limited, First Complete Limited, Personal Touch Financial Services Limited and TenetLime

Limited

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

48 49

OVERVIEW

The Board and Executive Team continued

The Executive Team as at 18 March 2026

Adam Castleton

Group Chief

Executive Officer

Saad Hassanuddin

Group Chief

Risk Officer

David Tilak

Group Chief

Financial Officer

Debra Gardner

Group Chief

People Officer

Sam Greatorex

General Counsel

Executive Director and PDMR

Additional responsibilities

• Investor relations.

• Sustainability programme executive

sponsor.

• Executive responsible for colleague

matters.

PDMR

Additional responsibilities

• Sustainability programme member

and environmental and communities

lead.

• Chair of the Environmental Working

Group.

• Chair of Data and Information Security

Committee.

• Group risk and internal controls.

Additional responsibilities

• Sustainability programme owner and

lead on colleague matters.

• Executive sponsor of Inclusion &

Diversity Forum.

• Chair of Colleague Engagement

Forum.

Additional responsibilities

• Member of Data and Information

Security Committee.

Executive Director and PDMR

Additional responsibilities

• None.

Group Executive Committee Group Executive Committee

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

48 49

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Steve Goodall

Managing Director,

Surveying & Valuation

Richard Howells

Managing Director, Financial

Services

Paul Hardy

Managing Director,

Estate Agency Franchising

• Responsible for the leadership of our

Financial Services Division and the

PRIMIS Network.

• Responsible for the leadership of

e.surv and Templeton.

• Responsible for the leadership of our

Estate Agency Franchising Division.

PDMR

PDMR

PDMR

Divisional Managing Directors

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

50 51

OVERVIEW

Dear Shareholder

I am pleased to present our Corporate Governance Report for the

year ended 31 December 2025. The Board remains committed to

good governance practices that support the long-term success of the

Group.

Key activities in 2025

Executive remuneration

The Board and Remuneration Committee are committed to ensuring

that the Group’s remuneration policy supports the business in driving

significant growth and real returns for Shareholders. Following the

appointment of Adam Castleton as Group CEO, and to reflect the

importance of him driving forward our ambitious growth plans,

the Board considered how to effectively incentivise him and the

rest of the Senior Management Team. The goal was to provide a

singular focus on the future sustainable growth of the business

and real share price related returns to Shareholders. We therefore

undertook a consultation with our major Shareholders to discuss

a proposal for a new incentive award (the 2025 LTIP) and updates

to the remuneration policy. This involved extensive Shareholder

engagement which indicated that whilst not all Shareholders could

support the proposals because of general concerns about the

construct of the 2025 LTIP, there was sufficient support to allow us

to proceed. Feedback from this consultation was used to refine our

proposals.

The new policy and the 2025 LTIP were put to a General Meeting

of Shareholders on 28 May 2025. At that meeting, 35.87% of votes

cast were against the revised Directors’ Remuneration Policy and

35.70% were against the new LTIP. Following this vote we offered

our Shareholders (both those that had voted for and those that had

voted against the resolutions) a further opportunity to engage and

provide feedback. Feedback was received from two Shareholders

which was consistent with that received prior to the General

Meeting, one noting their concerns and the other reiterating the

importance of using market purchase shares to satisfy the awards

and ensuring Shareholders understand that is how awards will

be satisfied.

On 4 July 2025 we published a statement on our website noting that,

having carefully considered the feedback, the Board maintained the

view that the 2025 LTIP was in the best interests of value creation

for all Shareholders and awards had been granted. The statement

confirmed that awards would be satisfied using market share

purchases.

Risk governance

We continued to strengthen our risk governance framework during

the year, with the introduction of a Group-wide governance, risk

and compliance system which has enabled a consistent application

of risk standards across the Group. This supports the work being

done to ensure that the Board and Audit & Risk Committee have the

information needed to meet enhanced internal control framework

effectiveness disclosure requirements arising from the UK Corporate

Governance Code next year.

Global cyber threats and related risks continued to escalate in

2025. The Board encouraged management to look at governance

in this area and as a result the Group CRO took over as Chair of the

Data and Information Security Committee and more expertise in

this area was brought into the risk team. We intend to build our

Directors’ knowledge of cyber-related risk as part of the 2026 Board

training plan.

Culture

The Board approved a new purpose, mission, vision and values

(see pages 04 and 06) during the year. This new statement sets

the guiding principles for our cultural values and was launched

to our senior management at the end of the year, with positive

feedback. Since Adam Castleton’s appointment as Group CEO, he

has championed these values across the Group and we believe

that we are building a culture that reflects our purpose and drives

performance.

Compliance with the UK Corporate

Governance Code

The Company complied with all applicable provisions of the UK

Corporate Governance Code 2024 published by the Financial

Reporting Council (see frc.org.uk) for the year ended 31 December

2025, with one exception. We have chosen to not adopt the Audit

Committee Minimum Standard to reflect our position as a UK small-

cap.

This Corporate Governance Report and the individual Committee

Reports on pages 56 to 81 set out our governance arrangements and

explain how we have applied the principles of the Code during the

year.

Adrian Collins

Chair

18 March 2026

Corporate Governance Report

Chair’s Introduction

Independent assurance: external auditor

Internal assurance: Group internal audit

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50 51

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

AR

Discharges governance

responsibilities in respect of

audit, risk and internal controls,

and reports to the Board as

appropriate.

N

Leads the process for

appointments to the Board,

ensures plans are in place for

orderly succession and monitors

diversity and inclusion and other

people matters.

R

Determines the policy for Chair,

Executive Director and senior

management remuneration and

ensures alignment of incentives

and rewards with culture.

D

Oversees our compliance with the

disclosure and control of inside

information obligations.

Board of Directors

The Board is responsible for establishing the Group’s purpose, its overall management and for decisions on strategy.

The Board has delegated matters to its Committees (by determining their terms of reference) and to the

Executive Directors as prescribed by the Matters Reserved for the Board Policy.

Independent assurance: external auditor

Internal assurance: Group internal audit

Executive committees Management committees and forums

Board committees

Governance framework

S

Responsible for ESG programme and corporate sustainability.

I

Consists of the Executive Directors and the Group CPO and

considers investment decisions, in accordance with the

Group’s capital allocation policy.

E

Chaired by the Group CEO and includes

Group senior management and Divisional representatives.

Divisional Management Teams include:

• Managing Directors

• Finance directors

• Sales directors

• Operations directors

• Chief risk officers

Committees key

Divisional Management Teams

Each trading Division has statutory boards for each of its companies and an Executive Management Team led by the Divisional Managing Director. The Financial Services

Division also has an independent non-executive board. Divisional management, governance and risk committees are in place to manage risk and governance supported by

our Group CRO.

Group

Estate Agency

Franchising

Financial

Services

Surveying &

Valuation

AR Audit & Risk R RemunerationN Nominations E Executive S Sustainability Steering CommitteeInvestmentIDisclosureD

Corporate Governance Statement

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

52 53

OVERVIEW

Governance framework explanatory notes:

1. The Disclosure Committee is formed of the Chair, the Senior

Independent Director and the Executive Directors. Ad hoc

meetings are held to consider disclosures in accordance with

UK Listing Rules, Disclosure and Transparency Rules and the UK

Market Abuse Regulation. Compliance is supplemented by a

Group-wide share dealing policy and dealing code.

2. The membership of the Executive Committee is shown on pages

48 and 49.

3. Details of the other management committees and management

forums is in the Sustainability Report (pages 32 to 37) and the

Risk Management section (page 27).

4. The Investment Committee provides governance and assurance

over investment decisions, approving new investments and

monitoring the outcome of prior capital expenditure. This includes

oversight of the Group’s joint venture with Pollen Street Capital in

Pivotal Growth (see note 20 to the Financial Statements). Pivotal

oversight is supplemented by an LSL nominated executive director

on the relevant Pivotal entities boards.

5. The membership and operation of the other Board Committees

is explained in their individual reports.

6. Divisional Managing Directors report to the Group CEO.

7. Governance arrangements are supported by the work of Group

Finance, Legal, the Group People Team and the Group Company

Secretary.

8. All Directors have access to the Group Company Secretary (who

ensures adherence to governance requirements, manages

meeting arrangements and supports Directors’ induction and

training) in fulfilling their duties. They can also take independent

professional advice at the Company’s expense.

Code section 1:

Leadership and company purpose

The Board is led by the Chair, who drives strategic focus and robust

debate, and has a mix of skills and experience to support leadership

and drive long-term sustainable success for our stakeholders.

Our purpose, mission, vision and values, as set out on pages 04 and

06, drive our culture and guide our strategy and business model to

deliver long-term value. Our sustainability programme also aids the

achievement of our strategy, minimising our environmental footprint,

supporting our colleagues and communities, ensuring appropriate

governance and building an inclusive culture.

Culture

Culture is key to our success and our cultural values (set out on page

06) are embedded across the Group, with each Division responsible

for developing and implementing plans to operate in alignment with

the Group strategy and culture.

The Board is responsible for promoting the desired culture and

considerable work has been done to refresh and reinforce our values

and culture across the business following the appointment of Adam

Castleton as our Group CEO. The Board has delegated responsibility

to the Nominations Committee to consider how well the culture is

embedded, which it does by considering the following:

• Results of the annual colleague survey and pulse surveys.

• Reports from the Group CPO on colleague engagement and

communication.

• Annual deep dive on the people strategy, including the

presentation of cultural indicator metrics (including colleague

attrition, talent, succession and development).

• Reporting on diversity, equality and inclusion activity.

• Oversight of leadership capability and succession planning.

Other cultural indicators include:

• Reports to the Board on whistleblowing activity.

• Updates to the Nominations Committee from the designated Non-

Executive Director for workforce engagement.

• Audit & Risk Committee monitoring of compliance with Group

policies in relation to fraud, conduct, anti-bribery and other

matters evidencing good cultural practices.

Stakeholder engagement

The Board considers the interests of its stakeholders when making

decisions. Workforce engagement processes are in line with the

Code via our designated Non-Executive Director for workforce

engagement. Our workforce policies and practices are consistent

with our values and support our long-term sustainable success.

How the interests of stakeholders and the channels of engagement

with them are described in the Section 172 Statement and

Stakeholder Engagement section on pages 20 to 26 and the

Sustainability Report on pages 32 to 37, which are incorporated in

this Corporate Governance Report by reference.

A significant area of Shareholder consultation in 2025 was in relation

to our Remuneration Policy and new long-term incentive plan (as

described in the Directors’ Remuneration Report on page 67).

Colleague diversity

We report on our colleague diversity in the Nominations Committee

Report on pages 57 to 59 and Sustainability Report on pages 34

and 35.

We published our gender pay reports for all Group companies with

more than 250 employees in April 2025 (available at gender-pay-gap.

service.gov.uk) and will continue to report each year.

Code section 2:

Division of responsibilities

The Board

The Board is responsible for setting the Group’s purpose, its long-

term strategy, and monitoring financial and operational performance.

It also determines the Group’s risk appetite and ensures that an

effective risk and internal control framework is in place.

The Board’s regular agenda includes strategic updates, discussion of

key projects and change initiatives, reviews of financial performance,

risk and internal controls reporting, investor relations and

engagement updates, discussion of governance, legal and regulatory

matters and sustainability considerations. A schedule of matters

reserved for its attention is in place, which includes strategic issues,

financial matters (including reporting and controls), communication

with Shareholders, stakeholder engagement, structure and capital

matters, sustainability, Board and Committee appointments, treasury,

legal and colleague policies and protocols.

Corporate Governance Report continued

Corporate Governance Statement continued

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The Board holds an annual strategy meeting to consider longer-term

priorities in more detail. Outside of formal meetings, the Executives

maintain a dialogue with the Non-Executive Directors on Group

performance or matters requiring their attention.

There is clear division of responsibilities between the key Board

roles, details of which are set out on our website lslps.co.uk, and are

summarised below:

Chair

• Board leadership, settings its agenda, overseeing the

decision making process.

• Setting the style and tone of discussions, promoting open,

constructive debate.

• Leading Non-Executive Director only meetings.

• Overseeing stakeholder engagement arrangements.

• Supporting the Group CEO and other Directors, ensuring

appropriate induction and training.

• Leading the annual Board and Committee performance

review.

Senior Independent Director

• Acting as a sounding board for the Chair.

• Leading the performance review of the Chair.

• Providing an alternative contact point for Directors and

stakeholders, including Shareholders.

Group CEO

• Running the business within the delegated powers set by

the Board.

• Proposing and delivering Group strategy.

• Overseeing Group culture and sustainability priorities.

• Ensuring high quality Board information to support

decision making.

• Engaging with investors.

Non-Executive Directors

• Providing oversight, guidance and constructive challenge to

management.

• Contributing to the development of Group strategy.

• Assessing performance of the Executive Directors.

• Participating in Executive Director recruitment and

succession planning.

Code section 3:

Composition, succession and evaluation

Board composition and attendance at meetings

The Directors who held office during the financial year, and their

attendance at scheduled meetings, is shown below.

Name Board position

Board Audit & Risk

Committee

Nominations

Committee

Remuneration

Committee

Number of scheduled meetings 8 7 3 4

Adrian Collins Board and Nominations Committee Chair 8 – 3 3

Gaby Appleton Independent Non-Executive Director 8 7 3 4

Darrell Evans Independent Non-Executive Director

Chair of the Remuneration Committee

Designated Non-Executive Director for workforce

engagement

Chair of the Surveying & Valuation Division until 28

February 2026

8 7 3 4

James Mack Independent Non-Executive Director

Chair of the Audit & Risk Committee

Senior Independent Director

8 7 3 –

Sonya Ghobrial Independent Non-Executive Director 8 7 – 4

Michael Stoop Independent Non-Executive Director

Chair of the Estate Agency Franchising Division until

20 March 2026

8 – – –

David Stewart Group Chief Executive Officer until 30 April 2025 2 – – –

Adam Castleton Group Chief Financial Officer until 30 April 2025

Group Chief Executive Officer from 1 May 2025

8 – – –

Notes:

1 In addition to the scheduled meetings noted above, the Board or committees formed by a quorum of the Directors also met on an ad hoc basis throughout the year to

consider matters such as the grant of LTIP awards and SAYE options, trading updates, final and interim results and dividend and other routine items

2 The Directors meet in person and virtually

3 The Non-Executive Directors also meet without the Executive Directors or representatives of management present

4 The Audit & Risk Committee also meets with the auditors without the Executive Directors present

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Corporate Governance Report continued

The Nominations Committee and Board review the composition of

the Board and its Committees at least annually, taking into account

Director independence and the balance of skills, knowledge,

experience and diversity. The Board believes that the current mix

of Directors provides the capability required to support the Group’s

strategy and long-term success. The qualifications and experience of

each Director are set out in the biographies on pages 46 and 47.

The Board considers each of the Non-Executive Directors, other

than Adrian Collins, to be independent in accordance with the Code,

both during the year and as at the date of this Report. Adrian was

independent at the time of his appointment as Chair on 1 May 2024.

Board succession

During 2025 we were pleased to implement our succession plan in

relation to the promotion of Adam Castleton from his role as Group

CFO into the role of Group CEO, as explained elsewhere in this

Annual Report. We have now also appointed his successor Group

CFO and feel our Board is now in a stable position and our Directors

are committed to driving the business forward over the coming years.

The Board regularly considers Board succession. To support this,

the Group Company Secretary maintains a schedule of Directors’

appointment terms so that the Nominations Committee is able to

monitor when Board or Committee refreshment will be necessary.

Directors will generally not serve longer than nine years, and

the Board has made a commitment that the Chair will not serve

longer than nine years, except where a limited extension may be

appropriate to support orderly succession or business continuity.

Further detail on succession planning, diversity and recruitment are

set out in the Nominations Committee Report on pages 56 to 59.

Board appointments

Appointments to the Board are made by the Board following

consideration and recommendation by the Nominations Committee.

Executive Directors have service contracts and Non-Executive

Directors, including the Chair, have letters of appointment. These

documents are available for inspection at our registered office during

normal business hours and at the Annual General Meeting.

Directors retire and offer themselves for election or re-election

at the AGM in line with good governance practice. Following a

recommendation by the Nominations Committee, the Board is

recommending that all Directors be elected or re-elected at the 2026

AGM; more information is included in the separate Notice of Annual

General Meeting.

Time commitments and external appointments

The expected time commitment of Non-Executive Directors is set out

on appointment and is regularly monitored. The Board is satisfied

that each Director committed sufficient time to discharge their

responsibilities during the year and that no external appointments

held by Directors interfered with the performance of their duties.

Board induction and training

All Directors receive a tailored induction when joining the Board.

The induction includes receipt of previous Board and Committee

papers, key corporate and constitutional documents and meetings

with the Directors, senior leaders and external advisors; including the

Company’s auditors and brokers. Ongoing training is provided by the

Group Company Secretary, internal experts or by external advisers,

particularly in response to regulatory developments or where specific

subject matter expertise is required.

Board skills and experience

The Board has undertaken an exercise to refresh its skills matrix by

each Director rating their knowledge of a variety of different topics.

This exercise was helpful in identifying the high level of diversity on

the Board in this regard and will help frame future Board knowledge

sessions as part of the Directors training and development.

Board and Committee evaluation

The Board conducts an annual review of its own performance and

that of its Committees and the individual Directors. The performance

review for 2025 was completed in January 2026.

We undertook the exercise internally by the completion of a

questionnaire by each Director, with the anonymous results reported

to and discussed by the Board at its meeting in March 2026. The

outcome from the completion of the questionnaire allowed the

Board to undertake its assessment of the effectiveness of the Board,

its Committees and the individual Directors in place at the date of

this Report.

The responses from the Directors indicated that the Board and its

Committees are operating effectively. The feedback provided has

been shared with management to consider, with the main areas of

focus for 2026 being how the Board becomes more informed on

delivery of Shareholder value, long-term objectives and succession

planning.

The Board keeps under review whether it is appropriate to

commission an externally facilitated performance review. Given the

Board and leadership changes in 2024 and 2025, we believe it is

appropriate to allow further time for the Board to embed under the

Chair’s leadership before considering whether an external review

would be beneficial.

Corporate Governance Statement continued

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Code section 4:

Audit, risk and internal control

The Board is responsible for establishing and maintaining a sound

system of internal control, and for ensuring that effective procedures

are in place to identify, assess and manage risk. These controls seek

to mitigate operational and financial reporting risks, support the

delivery of our strategy and help safeguard the long-term success of

the Group. The internal control framework is designed to manage

rather than eliminate the risk of failure and provide reasonable

assurance against material misstatement or loss.

We report on our activities relating to audit, risk and internal control

and the assessment and management of our risks and controls in the

Audit & Risk Committee Report and the Risk Management section

of this Report. During the year, the Group continued to strengthen

its risk management arrangements under the leadership of the

Group CRO, who has put in place a consistent risk framework with

the Divisions, improved the quality of risk reporting and supported

enhancements to internal controls across the Group.

In line with the Code, the Board is required to review the

effectiveness of the internal controls framework in place and report

to Shareholders on the outcome. In 2025 it has done this via the

receipt of regular reports from the Group CRO and management,

its consideration and approval of the Group risk management

framework and recommendations from the Audit & Risk Committee.

The Audit & Risk Committee is chaired by an independent Non-

Executive Chair with recent and relevant financial experience. It has

oversight of the external and internal audit processes, monitors the

integrity of the Financial Statements and reviews key accounting

judgements, including the appropriateness of adopting the going

concern basis of accounting. It also reviews the adequacy of the

Group’s internal control and risk management systems, supported

by reports from the Group CRO and the internal audit function. This

oversight helps ensure that risks are appropriately managed and that

the Group’s financial and narrative reporting remains fair, balanced

and understandable.

The Audit & Risk Committee Report includes more information on

how it has discharged these responsibilities.

Code section 5:

Remuneration

Our Remuneration Committee is led by an independent Non-

Executive Chair. The Committee sets remuneration policy and

oversees all aspects of Executive and senior management

remuneration.

The Committee ensures remuneration practices support the delivery

of our strategy, attract and retain talent, reinforce our culture and

values and align Executive reward with the interests of Shareholders

and other stakeholders. More information is included in the

Directors’ Remuneration Report on pages 65 to 81.

The Corporate Governance Report is approved by and signed on

behalf of the Board of Directors.

Debbie Fish

Group Company Secretary

18 March 2026

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OVERVIEW

Dear Shareholder

As Chair of the Nominations Committee (the Committee), I am

pleased to present our Report for the year ended 31 December

2025. The Committee leads the process for appointments to the

Board, ensures that succession plans are in place for both the Board

and senior management positions, oversees the development of

the talent pipeline and considers updates on people matters and

metrics evidencing the embedding of culture on behalf of the

Board. This Report explains how the Committee has discharged its

responsibilities during 2025.

You will see that we have not met all of our diversity targets this

year. We remain committed to broadening representation and

ensuring equal opportunity across the Group. Throughout my career

I have applied these principles consistently and successfully, while

remaining clear that appointments must always be made on merit.

Our focus is therefore on building a strong, collegiate and inclusive

organisation by attracting and developing the best talent, recognising

that progress against numerical targets can vary year to year.

The main considerations made by the Committee during the year

included:

• Oversight of the process undertaken by Odgers Berndtson (which

has no connection to the Group other than the provision of these

services), and making a recommendation to the Board, in relation

to the appointment of Adam Castleton as Group CEO.

• Oversight of the appointment of an interim Group CFO.

• Oversight of the process undertaken by Redgrave (which has

no connection to the Group other than the provision of these

services), and making a recommendation to the Board, in relation

to the appointment of David Tilak as permanent Group CFO.

• Senior management succession, noting that because of the size of

the business it is was difficult to have a pipeline of succession. The

Committee agreed that rather than having a traditional succession

plan with a successor for each role, a development programme be

put in place for those identified as potential future leaders.

Committee composition and meetings

• The Committee operates within written terms of

reference (available on lslps.co.uk).

• A majority of members are independent Non-Executive

Directors and the Committee is independent of

management.

• The Committee met three times during 2025 (see page

57 for more details).

• The Group CEO and Group CPO join meetings by

invitation.

Board appointments

• The Committee considers Board appointments and

makes recommendations to the Board on the most

appropriate candidates for appointment.

• It considers the engagement of external search

consultants and the key attributes and role specification

for each position, taking into account the balance of

skills, experience, independence, time commitment and

diversity required.

• All Directors are subject to annual election or re-election

at the AGM.

• Tenure, performance, independence and the continued

contribution of each Director is considered when making

recommendations to the Board on election or re-election.

Nominations Committee Report

Committee membership

Adrian Collins - Chair

Gaby Appleton

Darrell Evans

James Mack

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Activities undertaken during the year

The Committee has an annual cycle of matters for consideration. The activities undertaken in 2025 to fulfil its responsibilities included:

January

• Considered David Stewart’s retirement

and approved the appointment of

Adam Castleton as his successor.

• Considered CFO succession and the

engagement of an external consultant

to undertake the search.

• Recommended the appointment of

Divisional chairs for the Estate Agency

Franchising and Surveying & Valuation

Divisions.

• Considered extensions to the terms

of appointment of Darrell Evans and

Sonya Ghobrial.

March

• Reviewed Board composition,

including skills, experience, diversity,

independence, time commitment and

tenure.

• Ratified the appointment of an interim

Group CFO which had been considered

outside a formal meeting.

• Considered senior management

succession.

• Recommended to the Board the

election or re-election of Directors at

the AGM.

• Approved the Committee Report on

its activities for inclusion in the 2024

Annual Report and Accounts.

September

• Received updates on talent

management, leadership

development, succession planning,

strategic workforce planning and key

senior recruitment.

• Ratified the appointment of a

permanent Group CFO which had

been considered outside a formal

meeting.

• Undertook the annual review of the

Committee’s terms of reference.

• Undertook the annual review of the

Diversity Policy and diversity targets.

• Considered an extension to the terms

of appointment of Gaby Appleton.

• Approved an annual calendar of

business to be considered by the

Committee.

Since the year end, the Committee met and considered:

• Similar matters to those considered in March 2025 in relation to

Board composition.

• The election and re-election of Directors at the AGM.

• The Committee’s Report on activities for inclusion in the 2025

Annual Report and Accounts.

• The evaluation of its own performance during 2025.

• An update from the Group CPO on people matters, including

the results of the 2025 people survey and various other metrics

evidencing the embedding of culture across the Group.

Board diversity targets

The Board has adopted diversity targets for the Board and senior

management which are aligned with UK Listing Rule 6.6.6R(9), as set

out below:

1. at least 40% of the Board to be women;

2. at least one of the senior Board positions (Chair, CEO, SID or CFO)

to be a woman;

3. at least one member of the Board to be from a minority ethnic

background

1

;

4. at least 33% of senior management

2

to be women and at least

33% to be men; and

5. at least 11% of senior management

2

to be from a minority ethnic

background

1

.

The data tables on pages 58 and 59 show how we were performing

against these targets in relation to the Board and senior Board

positions as at 31 December 2025. Since the appointment of David

Tilak on 12 January 2026, the metrics set out for target 1, 2, and

3 have changed but the revised position does not change our

compliance or non-compliance with the UK Listing Rules targets as

set out on page 59. Rather than refer to the data in the tables on

that page (which are designed to comply with the UK Listing Rules

in terms of the definition of Executive Management), in order to

consider compliance with the above targets for senior management

diversity, the data in the tables showing the position for our wider

workforce on page 35 in the Sustainability Report should be

considered.

Diversity and inclusion

• A diverse pool of candidates is sought when making

appointments, with searches including women and

people from minority backgrounds in recognition of the

contribution diversity makes to effective decision-making

and long-term performance.

• Recruitment partners are expected to be signatories of

the Voluntary Code of Conduct for Executive Search Firms.

• The Committee receives regular updates on Group-wide

diversity initiatives and performance against targets from

the Group CPO.

• The Board Diversity Policy is aligned to the UK Listing

Rules (see lslps.co.uk for the full policy and page 58 for a

summary).

• Our diversity targets and 2025 reporting are on pages 57

to 59.

1 Defined by reference to the categories recommended by the ONS as coming from a non-white ethnic background (see table on page 59 for the specific categories)

2 Our Group Executive Committee, Divisional Managing Directors and the Group Company Secretary and their direct reports who are designated A1 and A2 grades

(excluding Executive Directors)

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OVERVIEW

Nominations Committee Report continued

Topic Policy summary

Importance of diversity The Board recognises the benefits of diversity. Through our recruitment, appointment and

succession planning arrangements, we seek to promote diversity including professional

skills, experience, social backgrounds, gender and ethnicity, in addition to individual

cognitive and personal strengths.

In relation to the Board, we believe that diversity has a positive effect on decision making

and benefits Shareholders and other stakeholders. The Directors recognise that the Board

and Committees set the tone for diversity and inclusion throughout the Group and that by

actively reviewing, monitoring and engaging with discussions of diversity and inclusion, the

Board is best able to drive a positive impact to the advantage of all stakeholders.

While the Diversity Policy includes targets for gender and ethnicity, the Board recognises

that diversity also encompasses characteristics such as sexual orientation, disability,

neurodiversity and socio-economic background.

Role of the Nominations Committee The Committee leads the process for appointments to the Board and its Committees

and ensures that plans are in place for orderly succession to both the Board and senior

management positions. In discharging its duties, the Committee oversees the development

of a diverse pipeline for succession.

Role of the Remuneration

Committee

The Committee is responsible for the Remuneration Policy relating to the Chair, the

Executive Directors and senior management (including the Group Company Secretary). The

Remuneration Committee also reviews workforce remuneration and related policies and

the alignment of incentives and rewards with culture and the promotion of diversity and

inclusion in the Group.

Annual performance review As part of the annual performance review, the Directors consider the Board and each

Committee’s composition, diversity and how effectively the members work together to

achieve our objectives.

Diversity Policy

Target Position Explanation

1. Not met 29% of the Board were women at 31 December 2025. Further to David Tilak’s appointment on 12 January 2026

this has decreased to 25%.

All appointments to the Board have been made based on merit and we believe we have the right Board in place.

Diversity will continue to be considered as and when we are required to make appointments to the Board.

2. Not met None of the senior Board positions are undertaken by a woman.

We continue to believe that we have the right people in the right Board roles based on their skills and

experience. We will continue to consider diversity matters when we need to replace the person performing any

of these roles.

3. Met Two members of the Board are from a minority ethnic background as at 31 December 2025. Further to David

Tilak’s appointment on 12 January 2026 this has increased to three.

4. Met 40% of our senior managers

1

are women.

5. Not met 8% of our senior managers

1

are from an ethnic minority background. This is a slight improvement on last year,

but still some way behind our target.

Performance against diversity targets

1. Our Group Executive Committee, Divisional Managing Directors and the Group Company Secretary and their direct reports who are A1 and A2 grades (excluding

Executive Directors)

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Diversity data

Our disclosures and statement on the diversity of our Board, senior Board positions and Executive Management in compliance with UK Listing Rule

6.6.6R(9) and (10) are set out below:

Diversity data based on gender identity or sex as at 31 December 2025

1

Number of

Board members

Percentage

of Board

Number of senior

positions on the

Board (CEO, CFO, SID

and Chair)

Number in

Executive

Management

2

Percentage

of Executive

Management

Men 5 71 3 6 75

Women 2 29 – 2 25

Not specified/prefer not to say – – – – –

Diversity data based on ethnic background as at 31 December 2025

1

Number of

Board members

Percentage

of Board

Number of senior

positions on the

Board (CEO, CFO, SID

and Chair)

Number in

Executive

Management

2

Percentage

of Executive

Management

White British or other white (including

minority-white groups) 3 43 1 6 75

Mixed/multiple ethnic groups 1 14 – – –

Asian/Asian British – – – 1 13

Black/African/Caribbean/Black British – – – – –

Other ethnic group 1 14 1 – –

Not specified/prefer not to say 2 29 1 1 13

Adrian Collins

Chair of the Nominations Committee

18 March 2026

1 Data is collected via self-reporting by colleagues completing a questionnaire asking them to identify against the gender and ethnicity categories set out above

2 Executive Management is made up of all members of the Group Executive Committee and Divisional Managing Directors as listed on pages 48 and 49 (excluding the

Executive Directors) and the Group Company Secretary

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OVERVIEW

Audit & Risk Committee Report

Dear Shareholder

As Chair of the Audit & Risk Committee (the Committee), I am

pleased to present our Report for the year ended 31 December

2025. The Committee considers all audit, risk and internal control

matters on behalf of the Board, regularly reporting to the Board

on its considerations. This Report sets out how the Committee has

discharged its responsibilities in 2025.

During 2025, we continued to evolve our internal control framework

to meet the enhanced disclosure requirements of the UK Corporate

Governance Code. A consolidated Group risk appetite statement was

rolled out, clarifying the risks we are prepared to accept in pursuit of

our strategy. We have defined the Group’s material controls and will

implement a formal testing schedule to support ongoing assessment

of effectiveness, supported by a new Group-wide governance, risk

and compliance system to enhance consistency and reporting across

the Group.

The transition of external audit services from Ernst & Young to Grant

Thornton has gone well and the Committee has welcomed the

opportunities that come from having a fresh eye on our accounting

policies, processes and reporting.

We received a letter from the Financial Reporting Council (FRC)

in October 2025 highlighting their findings from their review of

our 2024 Annual Report and Accounts. We are pleased to confirm

that there were no matters of concern that were required to be

responded to immediately, and their improvement suggestions have

all been considered in our 2025 financial disclosures.

Committee membership

James Mack - Chair

Gaby Appleton

Darrell Evans

Sonya Ghobrial

Internal audit

• The Internal Audit Director has a direct reporting line

to the Committee Chair and access to each Committee

member.

• Internal audit reporting is undertaken via summaries

of internal audit reports, with a verbal overlay on key

findings, audit themes, updates on outstanding audit

actions and assessments of control awareness and

engagement effectiveness across the Divisions.

• The internal audit plan, the wider audit cycle and the

internal audit charter are approved by the Committee.

• Performance and effectiveness of the internal audit

function is considered using benchmarking against Global

Internal Audit Standards and considering stakeholder

feedback, delivery of objectives and the quality of

reporting and discussions at meetings.

Committee composition and meetings

• The Committee operates within written terms of

reference (available on lslps.co.uk).

• All members (as listed above) are independent Non-

Executive Directors and the Committee is independent

of management.

• James Mack and Darrell Evans have recent relevant

financial experience as required by the UK Corporate

Governance Code.

• The Committee met seven times during 2025

(see pages 61 and 62 for more details).

• The Group Chair, CEO, CFO, CRO, Internal Audit Director

and external auditor join meetings by invitation.

• The Committee can meet with the Group CRO, Group

Internal Audit Director and external audit partner without

the Executive Directors or members of management

present.

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Activities undertaken during the year

The Committee has an annual cycle of matters for consideration. The activities undertaken in 2025 to fulfil its responsibilities included:

At each scheduled meeting

1

• Received a report on financial performance and key finance

matters, including FRC publications, accounting policies and

judgements, audit planning, financial systems and controls

and Divisional finance team matters.

• Received updates on current and planned internal audits, the

delivery status of related actions and discussed any issues.

• Considered preparations for enhanced reporting

requirements on internal controls.

• Received reports on risk profile, top risk issues and events,

the regulatory horizon, key risk indicators and progress

against the risk delivery plan.

• Considered preparations for enhanced anti-fraud

procedures arising from the Economic Crime and

Corporate Transparency Act 2023 and relevant controls

and fraud reporting processes.

• Updates on external auditor transition, planning and

subsidiary company statutory accounts progress.

February

• Considered key judgement and risk areas relating to the 2024

Annual Report and Accounts and audit progress.

• Considered and recommended to the Board the Group risk

appetite statement.

• Approved the TCFD statement, the principal risks and

uncertainties and description of the risk and control

framework for disclosure in the 2024 Annual Report and

Accounts.

March

• Considered the 2024 Annual Report and Accounts including

the Group’s ongoing viability and going concern status and

the fair, balanced and understandable assessment (for

recommendation to the Board) and the Committee’s Report

on its activities.

• Met with the auditors without representatives of

management present.

• Received the final year end report of the external auditors.

• Considered 2024 audit fees and auditor independence.

• Considered the effectiveness of the internal control

framework.

1 Meetings are designated as either risk or financial focus and these matters are dealt with accordingly and may not be considered at every meeting

External audit

• The appointment, effectiveness and independence of

the external auditor is considered by the Committee.

• Grant Thornton UK LLP (GT) were appointed as external

auditor at the 2025 AGM.

• 2025 non-audit fees were in relation to a review at the

half-year (see note 11 to the Financial Statements).

• Considering the 2025 audit fees, non-audit services

provided and procedures in place at GT to maintain

independence, GT are considered to be independent.

Risk management and internal

controls

• The Group CRO attends each meeting to discuss the

Group risk profile, ongoing development of the risk

framework, risk events and emerging matters.

• The Committee reviews and makes recommendations

to the Board on the effectiveness of the Group’s risk

management and internal controls framework following

discussion with management.

• In 2025 a key focus has been the ongoing improvements

being made to the internal control framework and

preparations for the enhanced reporting requirements

coming from the UK Corporate Governance Code.

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62 63

OVERVIEW

Audit & Risk Committee Report continued

April

• Discussed audit matters and financial control improvements

with the MDs and CFOs of the Financial Services and Estate

Agency Franchising Divisions.

• Met with the Surveying & Valuation MD to discuss client

onboarding risk appetite and valuation control triggers.

• Received an update on business continuity arrangements.

May

• Met with the PRIMIS board chair and chair of the PRIMIS board

risk and customer outcomes committee to discuss PRIMIS risk

culture, regulatory matters and priorities.

July

• Considered the 2025 corporate insurance renewal and a paper

on insurance risks.

• Received a capability and culture assessment on the Divisional

risk teams from the Group CRO.

• Received a report on lessons learned from the acquisition of

TenetLime from Tenet Group, which had subsequently gone

into administration.

• Considered climate-related risks and opportunities.

• Received an update on financial control improvements from

the MDs and CFOs of the Financial Services and Estate Agency

Franchising Divisions.

• Approved 2025 audit fees.

• Received an update on improved practices and processes in

relation to cyber security.

• Noted the results of ‘Speak Up’ week and whistleblowing

routines.

September

• Received the half-year results review report from the auditor.

• Discussed FY 2025 audit planning.

• Considered the half-year results and key accounting judgement

areas and recommended the results, the principal risks and

uncertainties and going concern assessment to the Board.

• Approved an annual calendar of business to be considered by

the Committee.

• Considered a detailed paper on the Surveying & Valuation

Division’s risk and control framework and valuation risk.

• Considered the financial position to support the proposed

interim dividend.

• Discussed credit risk.

November

• Received an update on the 2025 external audit planning, key

judgement areas, potential provisions and exceptional items.

• Discussed credit risk and actions to reduce risk.

• Discussed insurance arrangements.

• Approved the internal audit plan, benchmarking of the

effectiveness of the internal audit function and approved the

Internal Audit Charter.

• Approved the Group risk management framework and updated

Group risk appetite statement.

• Received an update from the PRIMIS audit & compliance

committee chair on current areas of risk.

• Undertook the annual review of the Committee’s terms of

reference.

• Undertook the annual review of the Auditor Independence

Policy, including the policy for non-audit services.

• Considered a letter from the Financial Reporting Council on

their review of the 2024 Annual Report and Accounts.

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62 63

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Since the year end the Committee has met and considered:

• Similar matters as those considered in February and March 2025 in relation to the 2025 Annual Report, the Financial Statements, TCFD and risk

disclosures.

• The evaluation of its own performance during 2025.

The table below describes how the Committee has discharged some of its key duties in 2025 and so far in 2026.

Requirement Responsibilities discharged Conclusion or action taken

Going concern and viability

Evaluate and disclose the

position of the Group as a going

concern and make statements

about its longer-term viability.

At the full and half-year stage, the Committee

considered whether the Group is a going

concern and its longer-term viability. This

included noting the measures in place to

ensure there is sufficient liquidity (using

various stress tests and financial modelling

assumptions). Management advised that the

likelihood of extreme scenarios that would

lead to a breach of lending covenants were

remote and that the Financial Statements

should be prepared on a going concern basis.

The Committee recommended to the Board that the Group

could continue to operate and meet its liabilities as they fall

due for at least the next 12 months and longer-term, as set

out in the Viability Statement on page 31.

Effectiveness of the risk and control framework

Consider the effectiveness

of the risk management and

internal control framework.

The Committee receives updates at each

meeting from the Group CRO and Internal

Audit Director and considers other metrics

and observations from the external auditor

in order to make an ongoing assessment of

effectiveness, as described on page 61.

The Committee has noted improvements made to the

control environment during 2025 and, using the information

available to it, has assessed that the controls in place are

effective. However, under the guidance of our Group CRO,

we are seeking to further enhance our controls as part

of the work being done to report further on our material

controls next year.

Material controls disclosures

Consider preparations for

enhanced disclosure in the

2026 Annual Report and

Accounts in relation to internal

controls in accordance with

the UK Corporate Governance

Code.

The Committee received updates at each

meeting on the work being done to enhance

both financial and non-financial controls.

We have continued to embed our enhanced control

framework and prepare to meet the disclosure

requirements. The Committee will continue to monitor

progress.

Risk management framework

Oversee the management of

risk across the Group and the

effectiveness of risk mitigation

and monitoring processes.

The Group CRO has continued to enhance risk

processes and update the Committee to allow

it to discharge its oversight responsibilities.

A key focus in 2025 has been embedding the risk

management framework and strengthening a consistent risk

culture across the Group. This has been supported by the

introduction of a governance, risk and compliance system,

enabling the Group CRO and the Committee to receive

timely, structured reporting from the Divisions and to

oversee the effectiveness of risk mitigation activities.

Interim and annual results

Consider the Annual Report and

Accounts and the accounting

judgements contained therein,

challenging management and

the external auditor where

appropriate.

The Committee considered the disclosures

made in the 2025 Annual Report and Accounts

and discussed significant matters with

management and the external auditor.

The Committee considered, and discussed with

management and the external auditor, various matters

in relation to the 2025 Annual Report and the Financial

Statements (see page 64). It also considered feedback from

the FRC on disclosure enhancements.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

64

Audit & Risk Committee Report continued

Key considerations and approvals made by the Committee in relation to the 2025 Annual Report and the

Financial Statements (the Report)

• That the Report taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to

assess the Company’s position, performance, business model and strategy.

• The integrity of the full-year Financial Statements.

• The appropriateness of key accounting policies and practices, judgements, estimates and compliance with accounting standards and

tax requirements, including recent developments, and in particular, the appropriateness of revenue recognition, commission refund

liabilities, appointed representative provisions and provisions for professional indemnity claims.

• Management’s calculations and assumptions applied in the assessment of the recoverability of Parent Company investments,

including an assessment of the investment in the Group’s joint venture, Pivotal Growth (notes 20 to the Group Financial Statements

and 3 to the Parent Company Financial Statements).

• The Viability Statement and going concern statement (pages 31 and 83) and assessments, supported by detailed analysis and

scenario testing.

• Management’s treatment of exceptional items including the restructuring of the LSL Land & New Homes business.

• The Group’s Non-Financial and Sustainability Information disclosures and TCFD Statement (pages 38 to 45).

• The principal risks and uncertainties pages 28 to 30).

James Mack

Chair of the Audit & Risk Committee

18 March 2026

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65

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Directors’ Remuneration Report

Dear Shareholder

As Chair of the Remuneration Committee (the Committee), I am

pleased to present the Directors’ Remuneration Report for 2025,

which sets out how the Committee has discharged its responsibilities

in 2025.

The Committee has delegated responsibility from the Board for

determining the policy for Executive Directors and certain other

Board and Executive Management roles' remuneration and reviewing

workforce remuneration policies.

Remuneration advisers

The Committee received independent professional advice during

the year from Korn Ferry (who were appointed in 2017) on matters

relating to Executive Director and senior management remuneration.

Korn Ferry does not provide any other services to the Group.

Korn Ferry’s fees for 2025 were £105,000 (excluding VAT) (2024:

£87,660). Korn Ferry is a signatory to the Remuneration Consultants’

Code of Conduct and has confirmed that it adheres in all respects to

the terms of that code. The Committee is comfortable that its advice

continues to be independent and objective.

Committee membership

Darrell Evans - Chair

Gaby Appleton

Adrian Collins

Sonya Ghobrial

Committee composition and meetings

• The Committee operates within written terms of

reference (available at lslps.co.uk).

• All members (as listed above) are independent other

than the Chair of the Board (who was independent on

appointment) and the Committee is considered to be

independent of management.

• The Committee met four times during 2025 (see page

66 for more details).

• The Group CEO, Group CPO, Group Reward Director and

external remuneration advisers regularly join meetings

by invitation.

This Directors’ Remuneration Report is divided into the

following sections:

• Annual Statement: explaining remuneration decisions

made during the year, including in relation to the

Directors’ Remuneration Policy and its operation for

2025 and the operation of the Directors’ Remuneration

Policy for 2026.

• Directors' Remuneration Policy (Policy): a summary of

the Policy approved by shareholders in May 2025.

• Annual Report on Remuneration: setting out details of

the remuneration earned by Directors in 2025 and how

the Policy will be implemented during 2026.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

66 67

OVERVIEW

Activities undertaken during the year

At each scheduled meeting

• Considered updates from the remuneration advisers on market trends, investor views and regulatory matters.

• Approved any changes to senior management remuneration in line with the provisions of the terms of reference.

January

• Approved the terms of the former Group CEO’s retirement.

• Approved the terms of the current Group CEO’s

remuneration package.

• Approved Divisional chairs and NED fees.

February

• Reviewed policy and incentive structures and agreed

approach to Shareholder consultation in relation to a new

Remuneration Policy and the 2025 LTIP.

• Approved the 2024 annual bonus outcome.

• Approved the 2022 LTIP outcome.

• Approved the 2025 annual pay review.

• Approved the 2025 LTIP for below Board.

• Approved the 2024 Directors’ Remuneration Report.

• Considered process for renewal of share plans for approval

by Shareholders.

September

• Received an update on the forecast 2025 annual bonus and

inflight LTIP awards outcome.

• Considered Group CEO performance against strategic

objectives.

• Approved the launch of the 2025 Sharesave (SAYE) scheme.

• Reviewed 2025 workforce remuneration arrangements.

• Noted the formal process for the application of discretion in

relation to bonus outcomes.

• Approved updated Committee terms of reference.

• Approved an annual calendar of events for the Committee.

November

• Approved the grant of options in relation to the 2025 SAYE.

• Reviewed the long-term incentive arrangements below

Board.

• Received an update on the forecast 2025 annual bonus

outcome.

• Considered the 2026 annual pay review.

• Approved the 2026 annual bonus plan design.

• Approved the terms of the current Group CFO’s

remuneration package.

A sub-committee of the Committee additionally met in July 2025 to approve the grant of the 2025 LTIP awards. Subsequent to the year end, the

Committee has met to consider similar items to those considered in February 2025, the outcomes of which are disclosed in this Annual Statement.

Directors’ Remuneration Report continued

Annual Statement

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66 67

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

2025 Remuneration Policy

As I explained in my Report last year, the Committee reviewed the

Remuneration Policy (the Policy) to ensure it was effective for our

newly structured organisation and the Company’s ambitious growth

plans.

In March and April 2025, we consulted extensively with 85% of

our Shareholder base in respect of changes to the Policy and the

approach for 2025. The main change was the proposed introduction

of a new 2025 long-term incentive plan (the 2025 LTIP).

The 2025 LTIP replaces the Executive Directors’ performance share

plan and is designed to provide a clear focus on the Company’s long-

term sustainable growth and the delivery of share price return to

Shareholders through to 2029. Full details were set out in the notice

of a General Meeting held in May 2025 and in the summary of our

Policy on page 69.

The Committee was grateful for the constructive engagement

received from Shareholders during the consultation. The majority of

Shareholders that provided feedback were supportive of the 2025

LTIP. However the Board understood that some Shareholders would

find it difficult to support the proposals. As a result of the feedback

received, minor amendments were made to the 2025 LTIP and the

Policy; this included the requirement for the award to be satisfied

with market purchase shares.

The new Policy was approved by Shareholders at the General

Meeting on 28 May 2025, receiving 64.1% votes in favour and the

2025 LTIP plan rules received 64.3% votes in favour. Awards under

the 2025 LTIP were granted on 3 July 2025.

Following the 2025 General Meeting, the Committee again engaged

with Shareholders to understand the reasons for the level of votes

received for the Policy and the 2025 LTIP, with the feedback received

consistent with that prior to the General Meeting. The Committee

considered carefully the feedback received during consultation,

with the Board maintaining the view that the 2025 LTIP is in the best

interests of value creation for all Shareholders. As Remuneration

Committee Chair, I remain available to Shareholders if you would like

to discuss any remuneration matters.

Non-Executive Director fees

The Financial Reporting Council recently updated its guidance

to the 2024 UK Corporate Governance Code to confirm that the

payment of NED fees in shares is acceptable. The Board would like

to introduce the flexibility to pay NEDs’ fees in shares, including in

relation to fees received by a NED for their role as a chair or member

of a Group subsidiary board. Authority will therefore be sought from

Shareholders at the 2026 AGM to allow such payments. Subject

to approval, the Board will consider how such payments would be

structured and further details on approach will be disclosed in the

relevant Remuneration Report.

Board changes

On 1 May 2025, Adam Castleton formally assumed the role of

Group CEO following the announcement as Group CEO designate

on 29 January 2025. Details of his remuneration were set out in last

year’s Annual Report and Accounts.

An interim Group CFO was appointed on 1 May 2025 whilst the

Board searched for a permanent successor to Adam as Group

CFO; this appointment was not at Board level and so no details of

remuneration are included in this Report.

We were delighted to announce the appointment of our new Group

CFO, David Tilak, who joined the Board on 12 January 2026. David’s

remuneration arrangements have been set in accordance with the

2025 Remuneration Policy.

David’s base salary has been set at £375,000 which is considered

appropriate recognising his skills and experience and the competitive

recruitment market. His remuneration package also comprises a

pension contribution of 3% of banded earnings, an annual bonus

opportunity of 100% of salary and participation in the 2025 LTIP,

with an allocation of 14% of the pool. There were no buyout awards

granted in connection with this appointment.

Incentive outcomes for 2025

The Group delivered strong performance in 2025 in a recovering

market, demonstrating the strengths of the Group platform and

the benefits of the simplified Group structure. Group revenue

increased by 6% and Group Underlying Operating Profit is £32.6m,

an improvement of 17% on prior year. Underlying Operating Margin

further grew to 18%, its highest in 15 years.

Annual bonus

The Group CEO’s bonus is based 70% on Group Underlying Operating

Profit targets and 30% on the successful delivery of strategic

objectives, with the maximum bonus opportunity set at 100% of

basic salary. David Stewart, former Group CEO, will not receive a

bonus for 2025. Group Underlying Operating Profit outcome was

between threshold and target, resulting in an overall payout of 44%

of maximum for this measure. Adam Castleton was set strategic

objectives for 2025 in relation to his roles as Group CFO until 30 April

2025 and Group CEO from 1 May 2025 to the end of the year. There

was good progress made against the strategic objectives overall,

with an average of 78% of maximum achieved. As a result, the bonus

payout for 2025 is 54% of maximum for the Group CEO.

In line with Policy, the Group CEO will invest 33% of his bonus, net of

tax, into LSL shares, which must be held for a period of two years.

LTIP

The 2023 LTIP was based 50% on adjusted EPS targets and 50% on

relative TSR performance measures. Performance against the EPS

targets was above maximum and as a result this element will pay in

full. Performance against the FTSE SmallCap (excluding investment

trusts) Index under the TSR element was below threshold and

resulted in no payout. The award will therefore vest at 50% of

maximum.

We considered the underlying performance of the Group’s Divisions,

workforce remuneration and incentive outcomes in determining

that the incentive outcomes for 2025 were appropriate and that the

Policy had operated as intended. We also considered whether there

were any relevant ESG matters that needed to be taken account of

and concluded that there were none.

Malus and clawback

It was not necessary to invoke malus or clawback provisions during

the reporting period.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

68 69

OVERVIEW

Remuneration at a glance

Remuneration outcomes for 2025

Fixed pay

• Base salary: Group CEO

salary set on appointment

• Pension: 3% of banded

earnings

• Benefits: private medical

cover and car/car

allowance

+

Annual bonus

Payout of 54%

of maximum

100% of salary

opportunity

+

LTIP

Payout of 50%

of maximum

100% of salary grant

=

Total remuneration

£869,938 for

Group CEO

Variable pay performance outcomes

Annual bonus LTIP

70% Group Underlying

Operating Profit

Actual

£32.6m

30% strategic

objectives

Targets based on a range

of objectives linked to

Shareholders, strengthening

Group capabilities, strategy,

risk management and ESG

50% earnings

per share (EPS)

Actual

24.4 pence

50% total shareholder

return (TSR)

Actual

40

th

percentile

Directors’ Remuneration Report continued

Annual Statement continued

Implementation of the Policy for 2026

Salary and fees

The Group CEO and Group CFO will not receive a salary increase for

2026.

The fees for the Non-Executive Directors will be increased by 3%,

aligned with the approach applied to the wider workforce and

rounded to the nearest £250. There will be no increase to the Chair

fee for 2026.

Annual bonus

No changes have been made to the current annual bonus

opportunity of 100% of salary for 2026 and the measures and

weightings for the annual bonus will remain 70% Group Underlying

Operating Profit and 30% strategic objectives.

LTIP

Following the grant of the 2025 LTIP to the Group CEO last year, there

will be no further grants in 2026. The new Group CFO will receive a

2025 LTIP award as explained earlier in this Report.

Colleague pay

We continue to ensure we understand the workforce’s views

on remuneration. During the year, topics discussed with the

Colleague Engagement Forum included tools for communication

of remuneration, pre-loved salary sacrifice car schemes, our

competency framework and colleague engagement survey.

In October 2025, we invited colleagues to take part in the 2025 SAYE,

offering a 20% discount on the option price. Participation in the

scheme remained high with 16% of the workforce applying to the

scheme.

Conclusion

We believe that the remuneration outcomes for the Executive

Directors are aligned to performance and consistent with the

approach taken to colleagues more generally.

I look forward to your support for the advisory resolution on the

Directors’ Remuneration Report and the binding resolution to

authorise the payment of NED fees in shares as noted earlier in my

Report at our forthcoming Annual General Meeting.

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68 69

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Directors’ Remuneration Policy

Element Purpose and link to strategy Maximum Operation

Basic salary • Core element of fixed income, reflects

the value of the individual, their role,

skills and experience over time.

• There is no prescribed

maximum annual basic salary

increase.

• Reviewed annually, normally effective 1 April.

• Guided by general increase for employees but lower

or higher increases may be awarded.

Benefits

• Support Executive Directors and their

families during ill health or in event of

accident or death.

• Car allowance to facilitate travel.

• At cost. • Includes car allowance, life assurance and private

medical insurance.

• Other benefits may be provided.

Pension

• Contribution towards retirement income. • Aligned to rate applying to the

majority of the workforce.

• Existing Directors pension

in accordance with auto

enrolment minimums.

• Defined contribution.

• HMRC approved arrangement.

Annual bonus

• Incentivises annual delivery of financial

and strategic goals.

• Maximum opportunity of

100% of basic salary, with the

ability to increase to 125% of

basic salary.

• Maximum opportunity will

not be increased without

significant Shareholder

consultation.

• Targets reviewed annually, maximum 30% non-

financial and minimum 70% financial measures.

• No more than 20% bonus payout at threshold.

• Paid in cash with one third of bonus paid for Group

CEO and 25% of bonus paid for Group CFO, net of tax,

invested in shares and held for two years.

• Committee discretion to adjust or override formulaic

outcome and malus and clawback provision apply

1

.

2025 LTIP awards

• Supports the business strategy and drives

and rewards significant growth in value

with alignment to Shareholder value.

• The allocations of the pool to

the Executive Directors are:

• Group CEO: 35% of the pool

(value of the award based

on values at dates of vesting,

capped at £20m).

• Group CFO: 14% of the pool

(value of the award based

on values at dates of vesting,

capped at £8m).

• Share of the growth in the value measured at

31 December 2027 (up to 50% eligible for payout)

and 31 December 2029 (up to the total pool eligible

for payout minus the % pay out at the prior test, if

any).

• Pool based on up to 10% of growth in value from

£2.78 starting share price.

• Any shares acquired under the plan cannot be sold

until 31 December 2029.

• Committee discretion to adjust vesting level and

malus and clawback provisions apply

1

.

All-employee

share schemes:

SAYE, SIP/BAYE

and CSOP

• Encourages long-term shareholding in

LSL.

• As per HMRC limits. • Invitations from the Remuneration Committee under

the approved SAYE, SIP/BAYE and CSOP.

Executive share

ownership

guidelines

• Aligns long-term interests of Executive

Directors and Shareholders.

• Minimum of 200% of basic

salary.

• 200% of base salary over a period of five years.

• Requirement (or actual shares if lower) continues

post-employment for two years.

• Retention of all vested LTIP awards (subject to tax

liabilities) and shares purchased from the annual

bonus until the guideline is met.

Chair and

Non-Executive

Directors

• Provides fees reflecting time commitment

and responsibilities of each role.

• No prescribed maximum

annual fee increase.

• Cash fee paid monthly.

• Fees are normally reviewed annually.

• Additional fees may be paid for additional

responsibilities and/or time commitment.

• Any reasonable business-related expenses can be

reimbursed.

Remuneration Policy

The Policy was approved by Shareholders at our General Meeting on 28 May 2025. Below is a summary of the Policy; the full Policy can be found

on our website lslps.co.uk. As explained earlier in this report, a resolution will be brought to our 2026 Annual General Meeting to authorise the

payment of NED fees in shares for the duration of the current Policy.

1 Clawback and malus circumstances include material misstatement of financial results, corporate failure, failure of risk management, reputational damage, error,

inaccurate or misleading information in determining a performance condition or any other matter determining the vesting of an award, breach of relevant regulations,

an act or omission during the vesting period to the significant detriment of customers, or an act or omission leading to gross misconduct, and a good leaver by reason

of retirement with the agreement of the Committee becoming employed in a paid executive role (other than by a Group Company). The Committee considers a three-

year period for the application of malus and clawback to be aligned with market practice generally across the FTSE and to be a reasonable time in the Committee’s view

in which the specified circumstances would be discovered.

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70 71

OVERVIEW

Directors’ Remuneration Report continued

Reward scenarios (illustration of application of the Policy for 2026)

The chart below shows how the composition of the remuneration packages for the Group CEO and Group CFO varies at different levels of

performance under the Policy, both as a percentage of total remuneration opportunity and as a total value.

£

£500,000

100% 67% 20%

Below target Target

Group CEO

Maximum Below target Target

Group CFO

Maximum

£518k 33%

20%

60%

£768k

100% 68% 26%

£393k

32%

24%

50%

£580k

£2,561k

£1,539k

£1,000,000

£1,500,000

£2,000,000

£2,500,000

£3,000,000

Fixed Pay

Key:

Annual Bonus 2025 LTIP

Scenario

1

Salary, pension and

benefits

Annual bonus outcome

(% of maximum)

2025 LTIP outcome

Minimum (fixed remuneration) Basic salary as at 1 April 2026

for the Group CEO and basic

salary on appointment for

the Group CFO. Pension in

line with Policy. Benefits as

reported for 2025 for the

Group CEO and an assumption

for 2026 the Group CFO.

Nil Nil

On-plan performance (target

achievement)

50% Nil

Maximum performance (exceeds

target)

100% Value of 2025 LTIP assuming

15% CAGR share price growth is

achieved in year 3 and year 5. The

outcome has been annualised

over the performance period and

for the Group CFO to reflect his

appointment in 2026.

Directors’ Remuneration Policy continued

1 The Companies (Miscellaneous Reporting) Regulations 2018 also require an additional scenario to be shown which is the maximum remuneration receivable

assuming 50% share price appreciation during the performance period. This scenario has not been included above since 50% share price appreciation over the 5-year

performance period would result in a share price equivalent to 8.4% CAGR and, under the 2025 LTIP, no pool is created for performance below 10% CAGR.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

70 71

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Director

Commencement of service

contract

Notice period

(from Executive Director and the Company)

Adam Castleton

2 November 2015 (Group CFO)

1 May 2025 (Group CEO)

Nine months

David Tilak

12 January 2026 Nine months

Director

Date original term

commenced

Date current term

commenced

Expiry date of

current term

Adrian Collins

30 April 2024

30 April 2024 29 April 2027

Gaby Appleton 1 September 2019 1 September 2025 31 August 2028

Darrell Evans 28 February 2019 28 February 2025 27 February 2028

Sonya Ghobrial 4 March 2022 4 March 2025 3 March 2028

James Mack 27 September 2021 27 September 2024 26 September 2027

Michael Stoop 24 June 2024 24 June 2024 23 June 2027

Service contracts for Executive Directors

The service contracts for the two Executive Directors are not fixed term and are terminable by either the Company or the Executive Director as

detailed below:

Copies of Directors’ service agreements are available for inspection via the Group Company Secretary.

At the Committee’s recommendation and at the Board’s discretion, an Executive Director’s service contract can be terminated early by payment of

basic salary and benefits in lieu of the required notice period.

Non-Executive Directors

Non-Executive Directors, including the Chair, have letters of appointment which set out their roles and responsibilities. They are not eligible to

participate in incentive arrangements or receive pension provision. The following table shows details of the terms of appointment of our Non-

Executive Directors who are on the Board at the date of this Report.

Copies of Non-Executive Director letters of appointment are available for inspection via the Group Company Secretary.

Annual Report on Remuneration

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Remuneration

element Adam Castleton David Tilak

Salary

£500,000 £375,000

Pension and

benefits

Pension contribution of 3% of banded earnings.

Benefits in line with Policy.

Annual bonus

opportunity

100% of salary

33% of any bonus earned, net of tax, will be used to

purchase shares which must be held for two years.

100% of salary

25% of any bonus earned, net of tax, will be used to

purchase shares which must be held for two years.

Annual bonus

performance

measures

70% Group Underlying Operating Profit.

30% strategic objectives.

LTIP

No LTIP award will be granted in 2026.

An award under the 2025 LTIP will be granted in 2026,

with an allocation of 14% of the pool.

Shareholding

guidelines

200% of salary.

Post-cessation Executive Directors must hold the lower of shares with a value equivalent to the in-service

shareholding requirement and actual shares held on cessation for two years.

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

72 73

OVERVIEW

Implementation of the Policy for the year ending 31 December 2026

Executive Directors

Non-Executive Directors

The fees for the Non-Executive Directors will increase by 3% with effect from 1 April 2026. There will be no increase to the Chair fee. The fees for

2026 are set out below.

Role 2026 (£) 2025 (£)

Chair of the Board 153,000 153,000

Independent Non-Executive Director 54,500 53,000

Senior Independent Director 9,250 9,000

Chair of the Remuneration Committee 9,750 9,500

Chair of the Audit & Risk Committee 9,750 9,500

Designated Non-Executive Director for workforce engagement 2,000 2,000

Annual Report on Remuneration continued

Directors’ Remuneration Report continued

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

72 73

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Directors’ remuneration payable in 2025 (audited information)

Directors’ remuneration

The remuneration of the Directors for 2025 was as follows:

Year

Basic salary

or fees (£)

Benefits

5

(£)

Pension

contributions

6

(£)

Sub total -

fixed pay (£)

Annual

bonus (£)

Share

awards

7

(£)

Other

8

(£)

Sub total

- variable

pay (£) Total (£)

Chair

Adrian Collins

1

2025 152,250 - - 152,250 - - - - 152,250

2024 100,000 - - 100,000 - - - - 100,000

Executive Directors

Adam Castleton 2025 444,333 16,572 1,321 462,226 240,145 166,224 1,343 407,712 869,938

2024 330,563 16,501 1,321 348,385 261,872 - 1,223 263,095 611,480

David Stewart

2

2025 164,333 5,500 387 170,220 - 116,198 150 116,348 286,568

2024 489,437 16,501 1,161 507,099 386,217 - 637 386,854 893,953

Non Executive Directors

Gaby Appleton 2025 52,750 - - 52,750 - - - - 52,750

2024 54,877 - - 54,877 - - - - 54,877

Sonya Ghobrial 2025 52,750 - - 52,750 - - - - 52,750

2024 51,625 - - 51,625

- - - - 51,625

James Mack 2025 71,125 - - 71,125 - - - - 71,125

2024 68,018 - - 68,018 - - - - 68,018

Darrell Evans

3

2025 156,937 - - 156,937 - - - - 156,937

2024 80,325 - - 80,325 - - - - 80,325

Michael Stoop

4

2025 128,917 - - 128,917 - - - - 128,917

2024 25,000 - - 25,000 - - - - 25,000

Total 2025 1,223,395 22,072 1,708 1,247,175 240,145 282,422 1,493 524,060 1,771,235

2024 1,199,845 33,002 2,482 1,235,329 648,089 - 1,860 649,949 1,885,278

1 During 2025, a payment of £97,200 for other services provided to the Company was paid to Fincorp Limited, a consultancy company closely associated with

Adrian Collins

2 David Stewart stepped down from the Board and from the role of Group CEO on 30 April 2025

3 Darrell Evans’ fee for 2025 includes the fee in respect of his role as chair of the Surveying and Valuation Division

4 Michael Stoop’s fee for 2025 includes the fee in respect of his role as chair of the Estate Agency Franchising Division

5 Benefits comprise private medical cover and company car or car allowance

6 Adam Castleton is part of the auto enrolment pension scheme and receives 3% of banded earnings as an employer contribution. David Stewart received 3% of banded

earnings as cash in lieu of pension

7 The share awards for 2025 reflect the vesting level under the 2023 LTIP award of 50% of maximum. The value of these awards is based on the share price over the last

quarter of 2025, being 253p. The amount attributable to share price appreciation based on a grant price of 246p is £4,600 for Adam Castleton and £3,215 for David

Stewart

8 The ‘other’ column includes the value of matching shares and dividend shares under the SIP at the date the shares were awarded

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

74 75

OVERVIEW

Annual Report on Remuneration continued

Directors’ Remuneration Report continued

Annual bonus payments 2025 (audited information)

The maximum bonus potential for Adam Castleton was 100% of salary, pro-rata for his change in role during the year. David Stewart retired as

Group CEO on 30 April 2025 and will not receive a bonus for 2025.

The table below sets out a summary of performance against targets.

Measure

Threshold

(25% of max)

Target

(50% of max)

Maximum

(100% of max) Actual

Outcome

(of element)

Group Underlying Operating Profit 70% £29.6m £33.3m £38.2m £32.6m 44%

The table below sets out Adam Castleton’s objectives under the 30% non-financial measures and the outcome against each objective. Adam was

set two sets of objectives for the year, in relation to the periods of the year as Group CFO and then Group CEO.

Group CEO - Adam Castleton (1 May 2025 to 31 December 2025)

Focus Area Weighting Combined objective and performance achieved

Performance

Assessment

Developing Shareholder base 20%

Good progress made in strengthening Shareholder

engagement through a more targeted communication plan

and non-holder roadshows. New Shareholders were added

and analyst coverage maintained through the broker

transition. 19%

Group capability and vision 20%

Delivered a successful strategic review, strengthening

alignment across the senior leadership team and

enhancing cultural engagement across the Group.

Leadership capability was further reinforced through key

senior appointments. 20%

Strategy 20%

Established clear priorities for the Group and aligned

the relevant leadership teams behind these. Progress

advanced during the year, including actions to enhance

cost discipline and operational efficiency. 15%

Governance and risk management 20%

Continued enhancement of the Group’s governance and

risk management framework during the year, with actions

taken to strengthen oversight. 11%

Community contribution 20%

Progress made in strengthening community engagement

through employee volunteering and partnerships with

charitable organisations. 16%

81%

Group CFO - Adam Castleton (1 January 2025 to 30 April 2025)

Focus Area Weighting Combined objective and performance achieved

Performance

Assessment

Developing Shareholder base 35%

Good progress made in broadening the investor base,

supported by strengthened investor communications and

targeted outreach. 25%

Governance 10%

Initial progress was made in strengthening management

reporting, governance processes and oversight across the

Group prior to the appointment of an interim CFO. 5%

Risk management, regulatory and

compliance 10%

Progress was made in addressing outstanding audit

priorities, alongside continued focus on strengthening

engagement across the Group’s governance framework. 4%

Leadership 30%

Leadership transition managed effectively, maintaining

Shareholder engagement and internal communication,

with continuity ensured through the appointment of an

interim CFO. 25%

Financial stewardship and control 15%

Delivered year end reporting in line with timetable and

to a high standard, alongside a well-managed transition

to the new external auditor, reinforcing strong financial

stewardship and control. 10%

69%

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

74 75

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The table below sets out the total bonuses payable to the Executive Directors for 2025 performance. In line with Policy, the Group CEO will use 33%

of his bonus, net of tax, to purchase shares which must be held for two years.

Measure

Outcome of Group

Underlying Profit

element

(max 70%)

Outcome of Group

CEO/CFO strategic

objectives (30%

weighting)

Total outcome

(% of max)

Bonus payable

for 2025

performance

Adam Castleton 44% 81% / 69% 54% £240,145

2023 LTIP award vesting (audited information)

The performance period for the 2023 LTIP award ended on 31 December 2025. The table below sets out the performance targets and final level of

vesting.

Performance measure

Percentage of

award subject

to condition

Performance

period

Threshold

performance level

(25% vesting)

Maximum

performance level

(100% vesting)

Actual

performance

Percentage

vesting

Adjusted basic EPS in 2025 50%

3 years

ending

31 December

2025

16.0 pence

24.0 pence or

more 24.4 pence 50%

TSR (versus FTSE Small Cap ex

investment trusts) 50%

Median

(50th percentile)

Upper quartile

(75th percentile)

40th

percentile 0%

Total 50%

The table below sets out details of the LTIP awards granted in 2023 and the vesting level. Due to the delay in granting these awards, the revision of

the EPS target range and the share price at the time of grant, these awards were scaled back to 100% of salary from 125% of salary. The number of

shares under award for David Stewart were reduced to reflect his date of cessation. A two-year post vesting holding period applies to vested shares.

Executive Director

Date of

grant

Date of

vesting

Number of

shares under

award Vesting

Number of

shares vesting

Number of

shares lapsing Total vesting

Adam Castleton

7 November

2023

7 November

2026

131,402 50% 65,701 65,701 £166,224

David Stewart 91,857 50% 45,928 45,929 £116,198

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

76 77

OVERVIEW

Annual Report on Remuneration continued

Directors’ Remuneration Report continued

2025 LTIP awards granted during 2025 (audited information)

The 2025 LTIP was approved by Shareholders at a General Meeting of the Company held on 28 May 2025. Under the 2025 LTIP, participants are

granted nil-cost options over shares in the Company, which will only vest subject to the achievement of demanding share price growth targets over

a five-year performance period to 31 December 2029.

Vesting at the first vesting date, 31 December 2027, is conditional on the Company achieving a minimum share price of £3.70, with maximum

vesting for a share price of £4.23 or more. Vesting at the second vesting date, 31 December 2029, is conditional on achieving a minimum share

price of £4.48, with maximum vesting for a share price of £5.59 or more. There will be straight line vesting between share price targets at each

vesting date. No vesting will occur for performance below the minimum share price at each vesting date. Any shares that vest under the 2025 LTIP

must be held until the end of the five-year performance period.

Details of the 2025 LTIP award granted to Adam Castleton during the year are set out below.

Executive Director Date of grant Date of vesting

Share price at grant

date

Number of shares

under award

Face value of award

(% of salary)

% vesting for

threshold

performance

Adam Castleton 3 July 2025 First vesting

date: 31

December 2027.

Second vesting

date: 31

December 2029.

n/a Such number of

ordinary shares

as have at each

vesting date, a

value equal to

35% of the pool.

n/a First vesting

date: 12.5% of

the award.

Second vesting

date: 25% of

the unvested

balance of the

award.

Payments to past Directors (audited information)

No payments have been made to past Directors during the year.

Payments for loss of office (audited information)

Details of the treatment of David Stewart’s remuneration on his retirement from the Board were set out in last year’s Annual Report and Accounts.

On stepping down from the Board on 30 April 2025, David Stewart received £257,090 in respect of his base salary and accrued but unused holiday,

£7,500 in car allowance and £580 in cash in lieu of pension, payable monthly to 30 October 2025. He also continued to receive private medical

cover until 30 October 2025. As a good leaver, he was entitled to retain his 2023 LTIP award, reduced pro-rata to reflect the date he left the

business. The award will vest in 2026, details of which are set out in this Report.

Outstanding share awards

2025 LTIP

Options granted to Executive Directors to acquire shares as follows:

Director Date of grant Exercise price

As at 1

January 2025

Awards

granted during

the year

Awards

vested

during the

year

Awards

exercised

during the

year

As at 31

December

2025 Exercise period

Adam Castleton

Group CEO

3 July 2025 Nil – Such

number of

ordinary

shares as

have at

each vesting

date, a

value equal

to 35% of

the pool.

– – Such

number of

ordinary

shares

as have

at each

vesting

date, a

value equal

to 35% of

the pool.

31 December

2029 - 3 July

2032

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

76 77

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

LTIP and SAYE

1

Number of shares

Director

Award

type Date of grant

Share

price on

grant

Exercise

price

As at

1 January

2025

Awards

granted

during

year

Awards

lapsed

during

year

Awards

exercised

during

year

As at

31 December

2025

Exercise

period

Adam

Castleton

Group

CEO

LTIP

29 March

2022 369.00p Nil 106,283 – 106,283 – –

29 March

2025 to

28 March

2032

LTIP

7 November

2023 246.00p Nil 131,402 – – – 131,402

7 November

2026 to

6 November

2033

SAYE

10 November

2023 248.00p 199.00p 9,321 – – – 9,321

1 December

2026 to

31 May

2026

LTIP 30 April 2024 293.70p Nil 141,726 – – – 141,726

30 April

2027 to

29 April

2034

David

Stewart

Former

Group

CEO

LTIP

29 March

2022 369.00p Nil 157,435 – 157,435 – –

29 March

2025 to

28 March

2032

LTIP

7 November

2023 246.00p Nil 194,613 – 102,756 – 91,857

7 November

2026 to

6 May 2027

SAYE

10 November

2023 248.00p 199.00p 3,728 – 3,728 – –

30 April

2025 to

30 October

2025

LTIP 30 April 2024 293.7p Nil 209,822 – 139,952 – 69,870

30 April

2027 to 29

October

2027

1 All of the above are scheme interests. Details of the 2025 LTIP award granted in 2025 are set out elsewhere in this section of the Report, while details of previous

outstanding awards are presented in the previous year’s Directors’ Remuneration Report and are included in note 15 to the Financial Statements

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

78 79

OVERVIEW

Annual Report on Remuneration continued

Directors’ Remuneration Report continued

Directors’ interests in shares (audited information)

The interests of the Directors who served on the Board during the year, including their connected persons, are set out in the table below.

The Group CEO is required under the Policy to purchase and hold shares equivalent to 33% of any bonus earned, net of tax for a period of two

years, and to retain all LTIP vested shares (net of tax) until the shareholding requirement is met. The Executive Directors’ shareholdings reflect the

limited vesting of LTIP awards and annual bonus payments prior to 2025. Following 2025 annual bonus investment in shares and vesting of the

2023 LTIP the Group CEO will hold 118% of salary in shares.

The Policy supports the continued building of shareholdings through the requirement to purchase shares with a proportion of bonus and through

the retention of all vested LTIP awards.

Shareholdings

1

(number of shares)

Share awards

(number of shares)

Shareholding

guideline total

(number of

shares)

Shareholding

guideline

Executive

Director

shareholding

3

Director

31 December

2025

31 December

2024

Unvested and

subject to

performance

targets

2

Vested but

unexercised

31 December

2025

31 December

2025

(% of basic

salary)

(% of basic

salary)

Adrian Collins 20,000 – – – – – N/A

Adam Castleton 172,693 142,266 282,449 – 172,693 200% 90.8%

David Stewart

4

168,260 95,666 161,727 – 168,260 200% 89.9%

Gaby Appleton – – – – – – N/A

Darrell Evans – – – – – – N/A

Sonya Ghobrial – – – – – – N/A

James Mack – – – – – – N/A

Michael Stoop 3,595 – – – – – N/A

All of the share interests detailed above are beneficial to the Directors. Apart from the interests disclosed above, no Directors held interests at any

time in the year in the share capital of any other Group company.

Between 31 December 2025 and 13 March 2026, Adam Castleton purchased 207 shares as a participant of our SIP/BAYE scheme which is not

reflected in the table above. These shares were purchased by the Employee Benefit Trust at the prevailing market rate.

Other services were provided to the Company through Fincorp Limited, a consultancy company closely associated with Adrian Collins. No other

Director has, or has had, any direct or indirect interest in any transaction, contract or arrangement (excluding service agreements), which is or was

unusual in its nature or conditions, or significant to the Group’s business, during the current or immediately preceding financial year.

1 The shareholdings of Adam Castleton includes matching shares, dividend shares and free share awards received under the SIP subject to a retention period. The total

shares held by Adam Castleton from awards under the SIP is 9,244

2 Adam Castleton was granted an award under the 2025 LTIP in the form of a nil-cost option. The number of shares over which the award shall vest and become

exercisable shall be such number of shares as have a value, as at the relevant vesting date, which is equal to his allocation of 35% of the LTIP pool. As this number of

shares cannot be determined at this date, this is not included in the table. Further details of this award are set out earlier in this Report

3 Based on shares owned and vested but unexercised awards, net of tax, as at 31 December 2025 or at the date of stepping down from the Board. Shareholding guideline

calculations are based on the share price at year end of 263 pence and Adam Castleton’s basic salary at 31 December 2025 and David Stewart’s basic salary on 30 April

2025 when he stepped down from the Board

4 David Stewart stood down on 30 April 2025. The shareholding in the table is shown as at the date of stepping down

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

78 79

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Performance graph and table

The following graph shows the value, up to 31 December 2025, of £100 invested in the Company compared with the value of £100 invested in the

FTSE Small Cap (excluding investment trusts) Index on 31 December 2015. The FTSE Small Cap Index has been chosen because the Company is a

constituent of the Index.

Total Shareholder return

0

50

100

150

200

250

31 Dec 2015

31 Dec 2016

31 Dec 2017

31 Dec 2018

31 Dec 2019

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

31 Dec 2024

31 Dec 2025

Value (£)

Source: Reﬁnitiv Datastream

LSL Property Services plc FTSE Small Cap Index (excluding investment trusts)

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

80 81

OVERVIEW

Group CEO’s total remuneration

The total remuneration figures for the Group CEO during each of the last ten financial years are shown in the table below. The total remuneration

figure includes the annual bonus based on that year’s performance and share awards based on three-year performance periods ending in or just

after the relevant year.

Ian Crabb to 30 April 2020 David Stewart from 1 May 2020

2016 2017 2018 2019 2020 2020 2021 2022 2023 2024 2025

Adam

Castleton

from 1

May 2025

Total

remun-

eration £499,000 £835,120 £774,629 £760,679 £161,214 £310,932 £859,207 £717,063 £571,685 £893,953 £286,568 £639,252

Annual

bonus 16% 97% 79.8% 61.7% 0% 0% 84.7% 0% 0% 78.0% N/A 54%

LTIP

vesting 0% 0% 0% 0% N/A N/A N/A 44.1% 22.4% 0% 50% 50%

Percentage change in Directors’ remuneration

The table below shows the annual percentage change in salary/fees, benefits and bonus for each of the Directors in 2025, compared to the average

for our wider workforce over the preceding five financial years.

2025 vs 2024 2024 vs 2023 2023 vs 2022 2022 vs 2021 2021 vs 2020

%

change

in

salary/

fees

% change

in taxable

benefits

(excluding

pension)

% change

in bonus

(includes

commission)

%

change

in

salary/

fees

% change

in taxable

benefits

(excluding

pension)

% change

in bonus

(includes

commission)

%

change

in

salary/

fees

% change

in taxable

benefits

(excluding

pension)

% change

in bonus

(includes

commission)

%

change

in

salary/

fees

% change

in taxable

benefits

(excluding

pension)

% change

in bonus

(includes

commission)

%

change

in

salary/

fees

% change

in taxable

benefits

(excluding

pension)

% change

in bonus

(includes

commission)

Chair

Adrian Collins 2.0 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Executive

Directors

Adam

Castleton

1

34.4 0.4 (0.1) 2.3 0.0 100.0 3.0 0.5 N/A 2.0 0.8 (100.0) 1.5 (0.8) N/A

David

Stewart

2

N/A N/A N/A 2.2 0.0 100.0 3.0 0.5 N/A 2.0 0.8 (100.0) N/A N/A N/A

Non-

Executive

Directors

Gaby

Appleton

3

(3.9) N/A N/A (7.0) N/A N/A 3.1 N/A N/A 13.6 N/A N/A 14.5 N/A N/A

Darrell Evans

4

95.4 N/A N/A 30.6 N/A N/A 2.9 N/A N/A 11.3 N/A N/A 16.7 N/A N/A

Sonya

Ghobrial 2.2 N/A N/A 2.2 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

James Mack

5

4.6 N/A N/A 14.3 N/A N/A 3.0 N/A N/A N/A N/A N/A N/A N/A N/A

Michael

Stoop

6

415.7 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

All

employees

Median

of our

workforce

7

5.3 4.5 (59.2) 3.0 (21.5) 0.0 55.0 447.0 (92.0) 5.0 186.2 19.0 1.9 (71.8) (7.0)

For notes of changes in previous years, please refer to previous Annual Reports and Accounts.

Annual Report on Remuneration continued

Directors’ Remuneration Report continued

1 Adam Castleton was appointed Group CEO on 1 May 2025, his change in salary reflects this

2 David Stewart stepped down as Group CEO and from the Board on 30 April 2025, therefore no comparison is shown for 2025 vs 2024

3 Gaby Appleton was appointed as Interim Chair of the Remuneration Committee and our designated Non-Executive Director for workforce engagement from 5 March to

29 April 2024. She was appointed as Senior Independent Director until 4 March 2024

4 Darrell Evans’ fee for 2025 includes the fee in respect of his role as chair the Surveying and Valuation Division

5 James Mack was appointed as Senior Independent Director on 5 March 2024

6 Michael Stoop’s fee for 2025 includes the fee in respect of his role as chair of the Estate Agency Franchising Division

7 The median full-time equivalent pay of all employees in the LSL Group and still in employment as at 31 December has been provided as an appropriate comparator. This

excludes employees who joined the business during December but received their first pay in January

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

80 81

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Group CEO to employee pay ratio

The table below discloses the ratio between the Group CEO’s

remuneration and our wider workforce since 2018.

Financial year Method

25th

percentile

pay ratio

Median

pay ratio

75th

percentile

pay ratio

2018 Option A 40.5 : 1 27.9 : 1 16.2 : 1

2019 Option A 38.1 : 1 26.1 : 1 14.9 : 1

2020 Option A 23.4 : 1 15.8 : 1 9.1 : 1

2021 Option A 40.3 : 1 26.5 : 1 15.4 : 1

2022 Option A 29.3 : 1 20.0 : 1 11.6 : 1

2023 Option A 22.5 : 1 13.4 : 1 9.1 : 1

2024 Option A 33.2 : 1 20.8 : 1 13.9 : 1

2025 Option A 30.1 : 1 18.4 : 1 11.9 : 1

The 2025 employee data used to calculate the ratios is set out in the

table below:

25th

percentile Median

75th

percentile

Total pay and benefits of

employees £28,209 £45,999 £71,395

Basic salary of

employees £25,599 £40,370 £56,428

Notes on percentage change in Group CEO to

employee pay ratio

We have chosen option A (which compares our full-time equivalent

total remuneration for all UK employees against the Group CEO)

as the most appropriate methodology to report the ratios, in line

with the recommendation from the Government’s Department for

Business and Trade, and a number of Shareholder representative and

proxy voting bodies.

The ratio above includes all UK-based employees who were

employed in any part of the Group as at 31 December 2025. The

employee remuneration data includes the full-time equivalent

data in respect of basic pay, bonus, commission, taxable benefits,

share-based remuneration and pension benefits, so as to provide a

comparable figure to the Group CEO single figure total remuneration.

For the purposes of the Group CEO comparator, remuneration for

David Stewart has been included in respect of the period from

1 January 2025 to 30 April 2025 and remuneration for Adam

Castleton has been included in respect of the period from 1 May

2025 to 31 December 2025. Long-term incentive awards have been

pro-rated to reflect the period of time in role. Commission payments

paid to employees in 2025 are included. The full-time equivalent data

for each employee was grossed up based on the full-time equivalent

hours for each role.

The Committee noted the decrease in the ratio compared with 2024.

This primarily reflects the absence of a bonus payment to David

Stewart in respect of the January to April period and a lower bonus

outcome for the Group CEO role in the current year compared with

that awarded for the role in the previous year. As a result, overall

variable pay was lower than in the prior year, notwithstanding the

LTIP payout made in the current year.

As at 31 December 2025, we employed around 1,769 people in a

wide variety of roles. The reward policies and practices for employees

follow those set for the Executive Directors.

The Committee also has responsibility for setting the remuneration

of the Executive Committee and Group Company Secretary and

reviews and monitors the Group’s wider remuneration policies and

practices. On this basis, the Committee is satisfied the median pay

ratio is consistent with the pay, reward and progression polices of the

companies UK-based employees.

Relative importance of spend on pay

The following table shows our actual spend on pay for all employees,

relative to dividends paid, share buyback programme and profit

earned:

2025 (£m) 2024 (£m) Change (%)

Staff costs

1

109.1 105.2 3.7

Dividends 11.8 11.8 (0.3)

Share buybacks 5.0 0.8 495.9

Profit after tax

2

17.0 17.4 (2.3)

Adjusted profit after tax

2

25.0 21.7 14.7

Statement of Shareholders’ voting

The Annual Statement and Report on Remuneration for 2024

(included in the 2024 Annual Report and Accounts) were presented

to Shareholders at the 2025 AGM on 28 May 2025. The Directors’

Remuneration Policy and the 2025 LTIP were presented to

Shareholders at a General Meeting on 28 May 2025. The voting

outcomes were as follows:

Annual Statement

and Annual

Report on

Remuneration

Directors’

Remuneration

Policy 2025 LTIP

Votes cast in

favour 99.87% 64.13% 64.30%

Votes cast

against 0.13% 35.87% 35.70%

Total votes

withheld 372 2,178,660 2,178,660

Darrell Evans

Chair of the Remuneration Committee

18 March 2026

1 See note 15 to the Financial Statements for calculation of staff costs

2 The percentage change in profit after tax and adjusted profit after tax has been shown as this is considered an important financial KPI used to monitor our performance.

See note 12 to the Financial Statements for the calculation

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

82 83

OVERVIEW

Information Page(s)

Principal activities during the year

10 to 19

Review of business performance

10 to 19

Likely future developments affecting

the Company

12

Statement of Directors’ responsibilities

regarding Financial Statements

86

Employee engagement initiatives

22

Section 172 statement and engagement

with Shareholders, suppliers, customers

and other stakeholders

20 to 26

Greenhouse gas (GHG) emissions &

energy efficiency (SECR framework)

44

Post-balance sheet events

143

Financial instruments

106 and 140

to 142

Employment of disabled persons

35

Report of the Directors

LSL Property Services plc is a public limited company incorporated in

England and Wales under the Companies Act 2006 with registered

number 5114014.

The Directors present their Report, together with the consolidated

Financial Statements for the year ended 31 December 2025. For

the purpose of the FRC’s Disclosure Guidance and Transparency

Rule (DTR) 4.1.8R, the Strategic Report on pages 03 to 45 is also the

Management Report for the year ended 31 December 2025.

The Report of the Directors comprises the Corporate Governance

Report (on pages 50 to 55), the Report of the Directors (on pages 82

to 85) and the Shareholder Information section (on pages 162

to 163). Related information can also be found in the Audit &

Risk Committee Report, the Nominations Committee Report, the

Directors’ Remuneration Report and our Sustainability Report.

The Companies Act 2006 requires us to prepare a Strategic Report,

this appears on pages 03 to 45 of this Annual Report and Accounts.

As permitted by Section 414C(11) of the Companies Act 2006, some

matters required to be included in the Report of the Directors have

instead been included in the Strategic Report and are incorporated

by reference in this Report of the Directors. The Strategic Report

provides information on the Group’s operations and business model.

The following information required to be included in a directors’

report is provided in other appropriate sections of the Annual Report

and Accounts and is incorporated in this Report of the Directors by

reference in this table.

Articles of Association

The Articles set out the internal regulations of the Company and

cover such matters as the rights of Shareholders, the appointment

and removal of Directors and the conduct of the Board and general

meetings. The Articles can only be amended by special resolution

(75% or greater of votes cast in favour at a General Meeting of

Shareholders).

Directors

The Directors of the Company who were in office at the date of

signing the Financial Statements are listed on pages 46 and 47, with

details of their appointment date, skills, experience and current

external appointments. David Stewart stood down from the Board on

30 April 2025. David Tilak was appointed on 12 January 2026.

Appointment and replacement of Directors

The Articles give the Directors the power to appoint and replace

Directors. Appointments must be recommended by the Nominations

Committee for approval by the Board. In accordance with the UK

Corporate Governance Code, all Directors seek election or re-election

at each AGM.

Directors’ interests and conflicts

The Directors have a statutory duty to avoid conflicts of interest.

Procedures are in place to deal with the disclosure and authorisation

of any potential or actual conflicts of interest in accordance with

the Articles and the Companies Act 2006. All disclosed conflicts or

potential conflicts are recorded in a register of conflicts. The minutes

of the relevant meeting record the approval of any such conflicts. The

management of potential conflicts has operated in accordance with

the procedure throughout 2025 and subsequently.

Details of the Directors’ other directorships are included in their

biographies on pages 46 and 47. Information on the Directors’

interests in the shares of the Company are shown on page 78.

Options granted to Directors under the Company’s long-term

incentive plan are shown on pages 76 and 77. Other than the

Directors’ other directorships and share interests, there are no other

significant conflicts.

Compensation for loss of office

There are no agreements in place between the Company and any

Director or employee for loss of office in the event of a takeover.

Directors’ indemnity and insurance

The Directors have the benefit of a qualifying third-party indemnity

provision (as defined by section 234 of the Companies Act 2006)

in relation to certain losses and liabilities which they may incur in

connection with their position in the Company or any associated

company. This provision was in force during 2025 and subsequently.

The Company maintains appropriate liability insurance for its

Directors and Officers, which provides cover for any legal action

brought against them.

Share capital

As at 31 December 2025, the Company’s issued share capital

comprised 105,158,950 ordinary shares (2024: 105,158,950) with a

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82 83

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

nominal value of 0.2 pence each. 3,356,874 ordinary shares (2024:

1,458,933) were held in Treasury which the Company can cancel, sell

for cash or transfer for use in an employee share scheme.

Treasury shares do not receive dividends and are not included when

calculating the total voting rights in the Company. Therefore, the

total number of voting rights in the Company was 101,802,076 at

31 December 2025.

Each issued ordinary share (therefore excluding those held in

Treasury) has the same rights attached to it. This includes the right

to vote at General Meetings (one vote per ordinary share), appoint

proxies, receive dividends and receive communications. Throughout

the year and to the date of this Report, the ordinary shares

were listed on the London Stock Exchange. There are no specific

restrictions on the size of shareholding or the transfer of shares

which are both governed by the Articles and prevailing law. The

Directors are not aware of any agreements between the holders of

the Company’s shares that may result in restrictions on the transfer

of shares or on voting rights. No person has special rights of control

over the Company’s share capital and all shares are fully paid.

As at 31 December 2025, the LSL Property Services plc Employee

Share Ownership Trust (ESOT) held 142,244 shares and the Share

Incentive Plan (SIP) held 871,803 shares to satisfy options or awards

under the Group’s discretionary share option schemes. The ESOT

Trustees have waived their entitlement to dividends on shares

held under the trust. Details of shares held by the ESOT and SIP are

provided in note 28 to the Financial Statements.

As at 31 December 2025, the LSL Property Services plc Employee

Share Incentive Plan held 0.83% (2024: 0.91%) of the Group’s

issued share capital in trust. Shares held in the trust have dividend

and voting rights in accordance with the rules of the scheme. The

Trustees exercise the voting rights for shares held in the trust on

behalf of the participants.

Allotment and repurchase of shares

The powers of the Directors, including in relation to the issue or

buyback of the Company’s shares, are set out in the Companies Act

2006 and the Articles.

At the Company’s AGM on 28 May 2025, Shareholders approved an

authority for the Company to allot ordinary shares up to a maximum

nominal amount of £68,980. It has not used this authority. The

Company intends to renew this authority at its 2026 AGM.

At the Company’s AGM on 28 May 2025, Shareholders approved that

the Company could make market purchases of its own shares up to

a maximum of 10,347,018 shares. Purchases must be at a price not

less than the nominal value of each share (being 0.2 pence each) and

more than 5% of the average mid-market price for the preceding five

business days. The Company intends to renew this authority at its

2026 AGM.

During the year ended 31 December 2025 the Company purchased

1,897,941 ordinary shares to hold in Treasury, with a nominal value

of £3,795.89 at an average price of £2.66 (and £5,044,960.57 in

aggregate). Since 31 December 2025 a further 948,935 shares

have been purchased and placed into Treasury, with a nominal

value of £1,897.87 at an average price of £2.58 (and £2,444,988 in

aggregate). Therefore, as at the latest practicable date (13 March

2026), the Company held 4,305,809 shares in Treasury, representing

4.09% of the issued share capital of the Company and our total voting

rights were 100,853,141.

Change of control provisions

Certain subsidiaries within the Group are party to agreements

that may take effect, alter, or terminate upon a change of control

following a takeover bid. A significant proportion of the Group’s

income from surveying, valuation, and asset management services

is derived from specific contracts, the termination of which, in

the event of a change of control of the relevant subsidiary, could

materially impact those income streams. The Group is also party to

various banking agreements that include provisions for termination

upon a change of control of the Group. Under these agreements, all

outstanding amounts would become immediately due and payable in

such circumstances.

AGM

Our AGM will be held on 15 May 2026, with full details included in

the Notice of Meeting and on our website (lslps.co.uk). The AGM

provides an opportunity for Directors to engage with Shareholders.

AGM notices include a separate resolution for each item of business,

an explanation of each matter being considered and are made

available at least 20 business days before the meeting date.

Dividends

The Board proposes a final dividend for 2025 of 7.4 pence per share

(2024: 7.4 pence per share) which, subject to Shareholder approval,

will be payable on 16 June 2026 to Shareholders on the register

on 15 May 2026. The shares will go ex-dividend on 14 May 2026.

The proposed final dividend, together with the interim dividend of

4.0 pence per share (2024: 4.0 pence per share), results in a total

dividend for 2025 of 11.4 pence per share (2024: 11.4 pence per

share). Further information on dividends is shown in note 13 of

the Financial Statements and is incorporated into this Report by

reference.

Going concern

The Group’s business activities, together with the factors likely to

affect its future development, performance and position are set

out in the Financial and Divisional Reviews section on pages 13 to

19 of the Strategic Report. The financial position of the Group, its

cash flows, liquidity position and policy for treasury are set out in

the Financial Review section of the Strategic Report on pages 13 to

17. Details of the Group’s borrowing facilities are set out in note 31

to the Financial Statements. The Group’s objectives, policies and

processes for managing capital, financial risk management objectives,

details of financial instruments and exposures to credit risk and

liquidity risk are also set out in note 31 to the Financial Statements.

A description of the Group’s principal risks and uncertainties and

arrangements to manage these risks can be found in the Risk

Management section of the Strategic Report on pages 27 to 30.

Having considered this information, made enquiries of management

and reviewed a variety of other data, the Directors have a reasonable

expectation that the Group and the Company have adequate

resources to remain in operation to 30 June 2027. The Board has

therefore continued to adopt the going concern basis in preparing

this Report and the Financial Statements. Full details of the matters

considered when making this assessment, including scenarios and

testing, are included in note 2 to the Financial Statements.

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84 85

OVERVIEW

Report of the Directors continued

Substantial shareholdings

The Company has been notified, in accordance with Chapter 5 of the Disclosure and Transparency Rules of the following direct or indirect holdings

of voting rights, including shares and other financial instruments, in the Company’s shares:

Name

As at

31 December

2025

Number of

voting rights

As at

31 December

2025

% of total

voting rights

Brandes Investment Partners L.P 17,603,271 17.22

FMR LLC 10,293,790 10.00

Simon Embley 6,835,624 6.71

FIL Limited 5,225,764 5.11

Harris L.P 5,220,081 5.02

Liontrust Asset Management Plc 5,164,219 4.99

SFM UK Management LLP 5,082,389 4.89

Kinney Asset Management LLC 4,615,636 4.52

David Newnes 3,479,910 3.41

Utah State Retirement Systems 3,356,555 3.23

Franklin Templeton Institutional LLC 3,211,900 3.09

Setanta Asset Management Limited 3,104,228 2.99

Between 31 December 2025 and 13 March 2026, FMR LLC notified a change in its holding of voting rights to 10,105,709 (9.99%). No other changes

have been notified.

Branch Offices

We do not have any overseas branches.

Political donations

At the Company’s AGM held on 28 May 2025, Shareholders

authorised the Company and its subsidiaries to incur political

expenditure and make political donations up to an aggregate limit of

£100,000, in accordance with the Companies Act 2006. No political

donations were made during 2025 (2024: nil).

Independent auditor

Grant Thornton UK LLP has advised its willingness to continue in

office as our external auditor. Resolutions to reappoint it and give the

Audit & Risk Committee authority to determine its remuneration will

be proposed at the 2026 AGM.

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84 85

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Listing Rule Information to be included Disclosure

6.6.1(1) Interest capitalised by the Group None

6.6.1(2) Unaudited financial information

(LR 9.2.18R)

On 27 January 2026, the Group issued a full year trading update,

which contained the following unaudited financial information in

relation to profit for 2025 “Underlying Operating Profit was up in all

three Divisions and our central costs reduced - we achieved a record

high Group Operating Margin. The Group saw an acceleration in our

revenue and profit in the second half of the year and we have started

2026 in line with our expectations.”

6.6.1(3) Long-term incentive scheme information

involving Board Directors (LR9.4.3R)

Directors’ Remuneration Report - pages 76 and 77

6.6.1(4) Waiver of emoluments by a Director None

6.6.1(5) Waiver of future emoluments by a

Director

None

6.6.1(6) Non pre-emptive issues of equity for cash None

6.6.1(7) Non pre-emptive issues of equity for

cash in relation to major subsidiary

undertakings

None

6.6.1(8) Listed company is a subsidiary of another

company

Not applicable

6.6.1(9) Contracts of significance involving a

Director of a controlling Shareholder

None

6.6.1(10) Contracts for the provision of services by a

controlling Shareholder

None

6.6.1(11) Shareholder waiver of dividends Report of the Directors - page 83

6.6.1(12) Shareholder waiver of future dividends Report of the Directors - page 83

6.6.1(13) Agreement with controlling shareholder None

Disclosure table pursuant to UK Listing Rule 6.6.1R

The Report of the Directors was approved by and signed on behalf of the Board of Directors.

Debbie Fish

Group Company Secretary

18 March 2026

Note:

1 All data is as at 31 December 2025 unless specified otherwise

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86

Statement of Directors’ Responsibilities in Respect of

the Annual Report and the Financial Statements

The Directors are responsible for preparing the Annual Report

and 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 have prepared

the Group Financial Statements in accordance with UK-adopted

International Accounting Standards (IAS) in conformity with the

requirements of the Companies Act 2006.

The Directors have chosen to prepare the Parent Company Financial

Statements in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards and

applicable law), including FRS 101 ‘Reduced Disclosure Framework’.

Under company law, 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 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 applicable UK Accounting Standards have 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 Company and/or

Group will not continue in business.

In preparing the Group Financial Statements, International

Accounting Standard 1 requires that the 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 of the financial reporting framework 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 Company’s and

Group’s transactions and disclose with reasonable accuracy at any

time the financial position of the Company and the Group and

enable them to ensure that the Company and the Group Financial

Statements comply with the Companies Act 2006. They are also

responsible for safeguarding the assets of the Parent Company and

Group and hence for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of

the corporate and financial information included on the Company’s

website. Legislation in the United Kingdom governing the preparation

and dissemination of Financial Statements may differ from legislation

in other jurisdictions.

Directors’ declaration in relation to relevant

audit information

Each of the Directors whose names and functions are set out on

pages 46 and 47 confirm that to the best of their knowledge:

• There is no relevant audit information of which the Company’s

auditor is unaware.

• Each Director has taken all the steps a director might reasonably

be expected to have taken to be aware of relevant audit

information and to establish that the Company’s auditor is aware

of that information.

This confirmation is given and should be interpreted in accordance

with the provisions of Section 418 of the Companies Act 2006.

Directors’ responsibility statement

Each of the Directors whose names and functions are set out on

pages 46 and 47 confirm that to the best of their knowledge:

• The 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 Company

and undertakings included in the consolidation taken as a whole.

• The Management Report, comprising the Strategic Report and the

relevant parts of the Directors’ Report, includes a fair review of the

development and performance of the business and the position of

the Company and undertakings included in the consolidation taken

as a whole, together with a description of the principal risks and

uncertainties that they face.

• The 2025 Annual Report and Accounts, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for Shareholders to assess the Company’s position,

performance, business model and strategy.

This Statement was approved by and signed on behalf of the Board

of Directors.

Debbie Fish

Group Company Secretary

18 March 2026

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87

Independent Auditor’s Report

to the Members of LSL Property Services Plc

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Opinion

Our opinion on the financial statements is unmodified

We have audited the financial statements of LSL Property Services plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year

ended 31 December 2025, which comprise the Group Statement of Profit and Loss and other Comprehensive Income, Group Balance Sheet,

Group Statement of Cash Flows, Group Statement of Changes in Equity, Notes to the Group Financial Statements, Parent Company Balance

Sheet, Parent Company Statement of Changes in Equity and Notes to the Parent Financial Statements, including material 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)’.

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2025

and of the group’s profit for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

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 are

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. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s and the

parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our

report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions

are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the group or the parent

company to cease to continue as a going concern.

Our evaluation of the directors’ assessment of the group’s and the parent company’s ability to continue to adopt the going concern basis of

accounting included obtaining management’s going concern assessment covering the period to 30 June 2027 and performing the following

procedures:

• Obtained an understanding of the systems and controls in place over the going concern assessment through discussions with management and

walkthrough procedures;

• Reviewed and challenged management’s paper and going concern model supporting the preparation of the financial statements on a going

concern basis, including testing the mechanical accuracy and verifying that the cash flow forecasts were consistent with the 5-year business plan

approved by the Board;

• Assessed the robustness of management’s forecasts by comparing historic forecasts to actual results and by performing sensitivity analyses;

• Challenged key inputs such as revenue growth rates, gross profit margins, cost base, working capital movements, and other investing and

financing cash flows;

• Assessed whether management had appropriately reflected external factors such as the cost-of-living crisis and inflation within the forecasts;

• Tested management’s sensitivity analyses and reverse stress test to evaluate the resilience of the going concern assessment under severe but

plausible scenarios;

• Obtained the latest available financial results for the first and second months of the subsequent financial period to assess how actual

performance tracked against budget and forecasts; and

• Assessed whether the financial statements included appropriate disclosures relating to going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the group’s and the parent company’s business

model including effects arising from macro-economic uncertainties such as inflationary pressures, geopolitical uncertainty and tightening credit

conditions, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those

risks might affect the group’s and the parent company’s financial resources or ability to continue operations over the going concern period.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

88 89

Independent Auditor’s Report continued

to the Members of LSL Property Services Plc

OVERVIEW

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.

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’s 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 group’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.

Our approach to the audit

Overview of our audit approach

Overall materiality:

Group: £1,300,000 which represents 5% of the group’s adjusted profit before tax

Parent company: £1,700,000, which represents 1% of the parent company’s total

assets. Parent company component materiality has been capped at an amount

less than group materiality for group audit purposes.

Key audit matters were identified as:

• Revenue recognition - commission refund

• Completeness of commission refund repayment liabilities

Our auditor’s report for the year ended 31 December 2025 included no key audit

matters for the parent company.

The predecessor auditor identified one key audit matter during the audit of the

year ended 31 December 2024 that has not been reported as key audit matters in

our current year’s report. This related to:

• The recoverable amount of investments held by the parent company. This is not

considered to be key audit matter given the lack of indicators of impairment

identified during the current year audit.

We performed an audit of the financial information using component materiality

(full-scope audit) on the parent and three components, and audit of one or

more account balances, classes of transactions or disclosures of the component

(specified procedures) on five components. We performed analytical procedures

at group level (analytical procedures) on the remaining components of the group.

Key audit

matters

Scoping

Materiality

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

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. These matters included those that 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.

In the graph below, we have presented the key audit matters and significant risks

relevant to the audit. This is not a complete list of all risks identified by our audit.

Description

Audit response

Disclosures

Our results and

Key observations

KAM

High

Low

Potential

financial

statement

impact

High

Low

Extent of management judgement

Revenue recognition – transactions outside the

expected pattern (EAF, FS and S&V divisions)

occurrence and accuracy

Provision for professional indemnity

completeness (S&V division)

Management override of controls

Revenue recognition –

commission refunds

Completeness of commission

refund repayment liabilities

Investment in subsidiaries –

valuation and allocation (parent company only)

Key audit matter

Significant risk

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90 91

Independent Auditor’s Report continued

to the Members of LSL Property Services Plc

OVERVIEW

Key Audit Matter – Group How our scope addressed the matter – Group

Revenue recognition – commission refunds

Revenue is the most significant item in the consolidated financial

statements and directly impacts several of the Group’s key

performance indicators set out in the Annual Report and Accounts.

Revenue is recognised in accordance with IFRS 15 Revenue from

Contracts with Customers. This standard requires the application

of management judgement and estimation, particularly when

determining adjustments for variable consideration, including

amounts related to commission refunds.

We have determined that variable consideration arising from

commission in the Financial Services division, involves high estimation

uncertainty and requires significant management judgement in

determining future refund patterns, so was an area that demanded a

higher degree of audit focus and challenge.

In responding to the key audit matter, we performed the following

audit procedures:

• Obtained an understanding of the revenue and commission refund

processes, including how management identifies commission-

related variable consideration and key assumptions used in

estimating expected refunds. We performed walkthroughs of this

to assess the design effectiveness of relevant controls;

• Evaluated the consistency and appropriateness of the related

accounting policies in line with the financial reporting framework,

including IFRS 15; and

• Tested the accuracy of the amount of revenue constrained

in respect of expected commission refunds. This was tested

concurrently with our testing of commission refund liabilities as

described below.

Relevant disclosures in the Annual Report and Accounts

• Financial statements: Note 3, Revenue.

Our results

Based on our audit work, we did not identify any material

misstatements in the revenue recognised in the year.

Key Audit Matter – Group How our scope addressed the matter – Group

Completeness of commission refund repayment liabilities

We identified the completeness of commission refund repayment

liabilities in the Financial Services Division, as one of the most

significant assessed risks of material misstatement due to fraud and

error.

These amounts are presented as commission refund liabilities (£2.8m)

and appointed representative provision (£1.6m).

These balances involve significant judgement, particularly in

estimating lapse rates and assessing potential clawback exposures,

which increases the risk of misstatement or management bias.

For commission refund liabilities, the direct link to revenue creates

an opportunity for fraud, as management could understate these

liabilities to manipulate reported revenue, given the level of

judgement involved and potential for management bias.

Given the level of estimation uncertainty and the direct link to

revenue, this matter was one of the matters of most significance in

our audit.

In responding to the key audit matter, we performed the following

audit procedures:

• Obtained an understanding of the processes and controls for

identifying potential refunds, calculating the liabilities, and

approving key assumptions, and performed a walkthrough to

confirm controls were implemented as designed;

• Evaluated management’s modelling approach for appropriateness,

including the lapse-rate assumptions;

• Verified the mathematical accuracy of the models and agreed

all inputs, including historical lapse data and clawback trends, to

underlying supporting evidence;

• Tested the look-back analysis performed by management by

comparing prior-year estimates to the actual outcomes observed

in the current year, to evaluate the accuracy of management’s

forecasting and identify any indicators of potential management

bias;

• Assessed the reasonableness of management’s assumptions by

comparing them to historical experience and testing lapses paid

data and available industry benchmarks; and

• Reviewed the completeness, accuracy and clarity of related

disclosures in the financial statements to ensure they appropriately

described the basis of the liabilities, key assumptions used,

sensitivities, and any significant judgements made by management.

Relevant disclosures in the Annual Report and Accounts

• Audit & Risk Committee Report: Key considerations and approvals

made by the Committee in relation to the 2025 Annual Report and

the Financial Statements.

• Financial statements: Note 2.24 Critical accounting judgements and

estimates.

• Financial statements: Note 23, Trade payables.

• Financial statements: Note 25, Provision for liabilities.

Our results

Based on our audit work, we did not identify any material

misstatements in the completeness of commission refund liabilities

and appointed representative provision.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit

and of uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report.

Materiality was determined as follows:

Materiality measure Group Parent company

Materiality for financial statements as a whole We define materiality as the magnitude of misstatement in the financial statements

that, individually or in the aggregate, could reasonably be expected to influence the

economic decisions of the users of these financial statements. We use materiality in

determining the nature, timing and extent of our audit work.

Materiality threshold £1,300,000 (2024: £1,300,000) which

represents 5% of adjusted profit

before tax. The range of component

materialities used across the group was

£465,000 to £676,000.

£1,700,000 (2024: £700,000), which

represents 1% of total assets. The

parent company materiality is solely for

the purposes of the parent company

statutory audit. A lower component

materiality has been used in respect of the

parent company for the group financial

statements audit.

Significant judgements made by auditor in

determining materiality

In determining materiality, we made the

following significant judgements:

• The group’s adjusted profit before tax

is considered the most appropriate

benchmark because it is the most

relevant stable performance measure

to the stakeholders of the group.

We have adjusted profit before tax

to account for non-recurring post-

acquisition costs of £509,000.

Materiality for the current year is equal

to the level that was determined for the

year ended 31 December 2024

In determining materiality, we made the

following significant judgements:

• The parent company’s total assets

is considered the most appropriate

benchmark because it is the most

relevant measure of financial position

for the stakeholders of the parent

company, which is a holding company.

Materiality for the current year is higher

than the level that was determined for the

year ended 31 December 2024 to reflect a

change in the benchmark being used (the

predecessor auditor used 1% of equity as

a base and capped statutory materiality

below group materiality.

Performance materiality used to drive the extent

of our testing

We set performance materiality at an amount less than materiality for the financial

statements as a whole to reduce to an appropriately low level the probability that the

aggregate of uncorrected and undetected misstatements exceeds materiality for the

financial statements as a whole

Performance materiality threshold £845,000 (2024: £600,000) which is 65%

of financial statement materiality.

The range of component performance

materialities used across the group was

£465,000 to £676,000.

£1,105,000 (2024: £350,000) which is

65% of financial statement materiality.

Parent company component performance

materiality has been capped at an

amount less than group performance

materiality for group audit purposes.

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92 93

Independent Auditor’s Report continued

to the Members of LSL Property Services Plc

OVERVIEW

Materiality measure Group Parent company

Significant judgements made by auditor in

determining performance materiality

In determining performance materiality,

we made the following significant

judgements:

• The strength of the control

environment based on our

assessment of the design and

implementation of controls in both

the prior year and the current year

planning procedures;

• The level of misstatements identified

in previous audits; and

• Whether significant issues were

noted in the prior year, through the

predecessor auditor review, that have

not been addressed or are expected

to reoccur.

In determining component performance

materiality, we made the following

significant judgements:

• Extent of disaggregation of financial

information across components,

including the relative risk and size of a

component to the group.

For each component in scope for our

group audit, we allocated a performance

materiality that is less than our overall

group performance materiality.

In determining performance materiality,

we made the following significant

judgements:

• The strength of the control environment

based on our assessment of the design

and implementation of controls in both

the prior year and the current year

planning procedures;

• The level of misstatements identified in

previous audits; and

• Whether significant issues were

noted in the prior year, through the

predecessor auditor review, that have

not been addressed or are expected to

reoccur.

Specific materiality We determine specific materiality for one or more particular classes of transactions,

account balances or disclosures for which misstatements of lesser amounts than

materiality for the financial statements as a whole could reasonably be expected

to influence the economic decisions of users taken on the basis of the financial

statements.

Specific materiality We determined a lower level of specific

materiality for the following areas:

• director’s remuneration; and

• disclosure of related party

transactions outside of the normal

course of business

We determined a lower level of specific

materiality for the following areas:

• director’s remuneration; and

• disclosure of related party transactions

outside of the normal course of

business

Communication of misstatements to the audit and

risk committee

We determine a threshold for reporting unadjusted differences to the audit and risk

committee.

Threshold for communication £65,000 (2024: £60,000) which

represents 5% of financial statement

materiality, and misstatements below

that threshold that, in our view, warrant

reporting on qualitative grounds.

£85,000 (2024: £35,000) which represents

5% of financial statement materiality,

and misstatements below that threshold

that, in our view, warrant reporting on

qualitative grounds.

The parent company materiality is solely

for the purposes of the parent company

statutory audit. A lower component

materiality has been used in respect of the

parent company for the group financial

statements audit.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The graph below illustrates how performance materiality and the range of component performance materiality interacts with our overall

materiality and the threshold for communication to the audit committee and risk committee.

Overall materiality - Group Overall materiality - Parent

Profit before tax, £23.3m FSM, £1.3m

Total assets, £173.5m FSM £1.7m

FSM

£1.30m

PM

£0.85m

RoPM

£0.47m to

£0.68m

TfC

£0.07m

FSM

£1.70m

PM

£1.11m

TfC

£0.09m

FSM: Financial statement materiality, PM: Performance materiality, RoPM: range of performance materiality at nine components, TfC: Threshold for communication to the

audit and risk committee.

An overview of the scope of our audit

We performed a risk-based audit that requires an understanding of the group’s and the parent company’s business and in particular matters related

to:

Understanding the group, its components, their environments, and its system of internal control including common controls

• The Group auditor obtained an understanding of the group and its components, their environment, and its system of internal control, including

the nature and extent of common, and assessed the risks of material misstatement at the group level.

Identifying components at which to perform audit procedures

• We have determined the components at which to perform further audit procedures, by considering the following:

• components in scope for further audit procedures due to individually including a risk of material misstatement to the group financial

statements due to the component’s nature or circumstances

• components in scope for further audit procedures due to the nature and size of assets, liabilities and transactions at the component (being of

financial significance to one or more scoped items that it is required to be in scope)

• components in scope for further audit procedures to obtain sufficient appropriate audit evidence for significant classes of transactions,

account balances and disclosures, or for unpredictability

Type of work to be performed on financial information of parent and other components (including how it addressed the key audit

matters)

• In order to address the audit risks identified during our planning procedures, the group engagement team determined that the following audit

procedures were necessary:

• full-scope audits on the financial statements of four components, being LSL Property Services plc (parent company), e.surv Limited, First

Complete Limited and Your-Move.co.uk Limited;

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Independent Auditor’s Report continued

to the Members of LSL Property Services Plc

OVERVIEW

• specific scope procedures were performed on five components, Reeds Rains Limited, Advance Mortgage Funding Limited, Personal Touch

Financial Services Limited, LSLi Limited and LSL Corporate Client Services Limited. This was in order to obtain sufficient appropriate audit

evidence in respect of the financial statement line items considered to be of financial significance; and

• analytical reviews on the remaining components.

Performance of our audit

• In total, coverage over revenue amounts to 87% and coverage over profit before tax amounts to 81%.

Further audit procedures performed on components subject to specific scope and specified procedures may not have included testing of all

significant account balances of such components, but further audit procedures were performed on specific accounts within that component that

we, the group auditor, considered had the potential for the greatest impact on the group financial statements either due to risk, size or coverage.

The components within the scope of further audit procedures accounted for the following percentages of the group’s results, including the key

audit matters identified:

Audit approach No. of components

% coverage total

assets % coverage revenue

% coverage PBT

(absolute PBT)

Full-scope audit 4 67% 73% 73%

Specific scope procedures 5 16% 14% 8%

Full-scope and specific scope procedures coverage 9 83% 87% 81%

Analytical procedures 65 17% 13% 19%

Total 74 100% 100% 100%

Communications with component auditors

The full scope audit of First Complete Limited and the specified procedures on Advance Mortgage Funding Limited and Personal Touch Financial

Services Limited were performed by a component auditor. Group instructions were issued, highlighting the risks that needed to be addressed

through the audit procedures and specified the information that we required to be reported to the group auditor. The group auditor has reviewed

the work performed by them during the planning, fieldwork and completion stages of the audit.

Changes in approach from previous period

This was our first year as auditor of LSL Property plc. Accordingly, there were no changes in audit scope compared with the prior year.

Other information

The other information comprises the information included in the annual report and accounts, other than the financial statements and our auditor’s

report thereon. The directors are responsible for the other information contained within the annual report and accounts. 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 audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether there is 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.

Our opinions on other matters prescribed by the Companies Act 2006 are unmodified

In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the Companies

Act 2006.

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.

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit,

we have not identified material misstatements in the strategic report or the directors’ report.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

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.

Corporate governance statement

We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement

relating to the group’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

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:

• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties

identified as set out on page 83;

• the directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why the period is appropriate

as set out on page 31;

• the director’s 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 83;

• the directors’ statement on fair, balanced and understandable as set out on page 86;

• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 86;

• the section of the annual report that describes the review of the effectiveness of risk management and internal control systems as set out on

page 63; and

• the section describing the work of the audit committee as set out on page 64.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 86, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of

detecting irregularities, including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and determined

that the most significant are the Companies Act 2006, UK-adopted international accounting standards, FCA regulations, and relevant tax

regulations;

• We corroborated our understanding of the legal and regulatory framework applicable to the group and the parent company by discussing

relevant frameworks with group management and component management, obtaining correspondence with relevant parties and reviewing

Board minutes;

• Our assessment of the group and parent company’s compliance with these laws and regulations was integrated into our procedures on the

related financial statement items. We obtained an understanding of the group’s and parent company systems and processes for monitoring

compliance, and evaluated relevant documentation and obtained representations from management regarding their compliance with these laws

and regulations.

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96

Independent Auditor’s Report continued

to the Members of LSL Property Services Plc

• We made enquiries of management and the Board of Directors to determine if they were aware of any instances of noncompliance with laws

and regulations and whether they had any knowledge of actual, suspected or alleged fraud and corroborated this with our review of the board

minutes. We also assessed the susceptibility of the group’s and parent company financial statements to material misstatement, including fraud

risk.

• We assessed the susceptibility of the group’s and the parent company’s financial statements to material misstatement, including how fraud

might occur, by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included an evaluation

of the risk of management override of controls. Audit procedures performed by the engagement team in connection with the risks identified

included:

• assessing the design and implementation of controls that management has put in place to prevent and detect fraud;

• checking the completeness of journal entries and identifying and testing journal entries, in particular those journals determined to be in

respect of our principal risk documented above;

• challenging the assumptions and judgements made by management in its significant accounting estimates; and identifying and testing related

party transactions by agreeing to underlying records and obtaining confirmation for directors’ emoluments

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not

detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that

result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment,

forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions

reflected in the financial statements, the less likely we would become aware of it;

• As part of the engagement partner’s assessment of the engagement team’s collective competence and capabilities, they considered the team’s

understanding of, and practical experience with, audit engagements of a similar nature and complexity through appropriate training and

participation. They also evaluated the team’s knowledge of the industry in which the parent company and the group operate, as well as the

team’s understanding of the legal and regulatory requirements specific to the group and the parent company;

• We communicated relevant laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and

remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit;

• In assessing the potential risks of material misstatement, we obtained an understanding of:

• the group’s and the parent company’s operations, including the nature of their revenue sources, and of their principal activities, to understand

the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material

misstatement; and

• the group’s and the parent company’s control environment, including the policies and procedures implemented to mitigate risks of fraud or

noncompliance with the relevant laws and regulations; the significant judgements and assumptions made by management in its significant

accounting estimates or in applying its accounting policies.

• Communication with component auditors to request identification of any instances of non-compliance with laws and regulations that could give

rise to a material misstatement of the group financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by the audit committee on 28 May 2025 to audit the financial statements for the year ending 31 December 2025. Our total

uninterrupted period of engagement is 1 year, covering the year ended 31 December 2025.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent

of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the 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 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 company and

the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Mark Overfield BSc FCA

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Leeds

18 March 2026

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Group Statement of Profit or Loss and Other

Comprehensive Income

for the year ended 31 December 2025

97

| | | Restated*
| | 2025 | 2024
| Note | £’000 | £’000
Continuing operations: | | |
Revenue | 3 | 182,945 | 173,318
Operating expenses: | | |
Employee costs | 15 | (109,088) | (105,200)
Depreciation on property, plant and equipment and right-of-use assets | 18 | (3,369) | (3,160)
Expected credit loss charge | 21 | (3,543) | (2,061)
Other operating costs | | (37,173) | (35,638)
Other gains | 3 | 1,116 | 532
Gains/(losses) from joint venture | 20 | 798 | (6)
Share-based payments charge | 15 | (1,597) | (920)
Amortisation of intangible assets | 17 | (3,032) | (2,988)
Exceptional gains | 9 | 571 | 1,745
Exceptional costs | 9 | (5,066) | (4,109)
Contingent consideration payable | | – | 426
Group operating profit | 4 | 22,562 | 21,939
Finance income | 7 | 2,451 | 2,868
Finance cost | 8 | (1,937) | (1,741)
Net finance income | | 514 | 1,127
Profit before tax | | 23,076 | 23,066
Taxation charge | 16 | (5,994) | (5,247)
Profit for the year from continuing operations | | 17,082 | 17,819
Discontinued operations: | | |
Loss for the year from discontinued operations | 6 | (42) | (377)
Profit for the year | | 17,040 | 17,442
Attributable to: | | |
Owners of the parent | | 16,960 | 17,409
Non-controlling interest | | 80 | 33
| | 17,040 | 17,442
Earnings per share from continuing operations (expressed as pence per share): | | |
Basic | 12 | 16.6 | 17.4
Diluted | 12 | 16.2 | 17.2
Earnings per share from total operations (expressed as pence per share): | | |
Basic | 12 | 16.6 | 17.0
Diluted | 12 | 16.2 | 16.8

*

See note 36 for restatement

There was no other comprehensive income during the year ended 31 December 2025 (2024: £nil).

The notes on pages 101 to 150 form part of these Financial Statements.

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OVERVIEW

99

Group Balance Sheet

as at 31 December 2025

| | | Restated* | Restated*
| | 2025 | 2024 | 1 January 2024
| Note | £’000 | £’000 | £’000
Non-current assets | | | |
Goodwill | 17 | 16,855 | 16,855 | 16,855
Other intangible assets | 17 | 29,881 | 29,861 | 21,461
Property, plant and equipment and right-of-use assets | 18 | 7,700 | 6,400 | 6,918
Financial assets | 19 | 963 | 762 | 5,407
Deferred tax asset | 16 | – | – | 166
Investment in subleases | 19 | 131 | 447 | 1,757
Investment in joint venture | 20 | 14,988 | 11,585 | 9,359
Contract asset | | – | – | 329
Loans to franchisees and appointed representatives | 19 | 1,823 | 902 | 1,655
Total non-current assets | | 72,341 | 66,812 | 63,907
Current assets | | | |
Trade and other receivables | 21 | 25,026 | 24,161 | 22,446
Financial assets | 19 | – | 5,772 | 54
Contract asset | | – | – | 40
Loans to joint venture | 19 | 13,840 | 7,607 | –
Investment in subleases | 19 | 164 | 385 | 1,582
Current tax assets | 16 | 725 | 846 | 2,183
Loans to franchisees and appointed representatives | 19 | 1,827 | 867 | 444
Cash and cash equivalents | 22 | 67,050 | 60,663 | 58,110
Total current assets | | 108,632 | 100,301 | 84,859
Total assets | | 180,973 | 167,113 | 148,766
Current liabilities | | | |
Financial liabilities | 24 | (5,613) | (5,595) | (3,320)
Trade and other payables | 23 | (36,810) | (37,493) | (31,232)
Provisions for liabilities | 25 | (6,266) | (6,552) | (5,903)
Bank overdrafts | 22 | (39,253) | (28,264) | (23,139)
Total current liabilities | | (87,942) | (77,904) | (63,594)
Non-current liabilities | | | |
Financial liabilities | 24 | (4,148) | (3,491) | (5,085)
Deferred tax liability | 16 | (1,999) | (1,642) | –
Provisions for liabilities | 25 | (5,002) | (3,869) | (5,872)
Total non-current liabilities | | (11,149) | (9,002) | (10,957)
Total liabilities | | (99,091) | (86,906) | (74,551)
Net assets | | 81,882 | 80,207 | 74,215
Equity | | | |
Share capital | 27 | 210 | 210 | 210
Share premium account | 28 | 5,629 | 5,629 | 5,629
Share-based payment reserve | 28 | 3,355 | 2,634 | 3,564
Shares held by employee benefit trust and share incentive plan | 2,28 | (1,316) | (1,510) | (2,871)
Treasury shares | 28 | (9,876) | (4,831) | (3,983)
Fair value reserve | 28 | (385) | (385) | (385)
Retained earnings | | 84,458 | 78,733 | 72,357
Total equity attributable to owners of the parent | | 82,075 | 80,480 | 74,521
Non-controlling interest | | (193) | (273) | (306)
Total equity | | 81,882 | 80,207 | 74,215

*s

ee note 36 for restatement

The notes on pages 101 to 150 form part of these Financial Statements.

The Financial Statements were approved by and signed on behalf of the Board by:

Adam Castleton

Group Chief Executive Officer

David Tilak

Group Chief Financial Officer

18 March 2026 18 March 2026

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

99

Group Statement of Cash Flows

for the year ended 31 December 2025

| | | Restated*
| | 2025 | 2024
| Note | £’000 | £’000
Profit before tax from continuing operations | | 23,076 | 23,066
Loss before tax from discontinued operations | 6 | (8) | (518)
Profit before tax | | 23,068 | 22,548
Adjustments for: | | |
Exceptional costs | 6,9 | 5,386 | 4,187
Exceptional gains | 9 | (571) | (1,745)
Contingent consideration payable | 24 | – | (426)
Depreciation of tangible assets | 18 | 3,369 | 3,160
Amortisation of intangible assets | 17 | 3,032 | 2,988
Share-based payments | 15 | 1,597 | 920
Loss on disposal of property, plant and equipment and right-of-use assets | | – | (31)
(Profit)/loss from joint venture | 20 | (798) | 6
Other gains | 3 | (1,116) | (482)
Decrease in contract assets | | – | 368
Finance income | 7 | (2,451) | (2,868)
Finance costs | 8 | 1,937 | 1,741
Operating cash flows before exceptional items and movements in working capital | | 33,453 | 30,367
Movements in working capital | | |
Increase in trade and other receivables | | (530) | (1,386)
(Decrease)/increase in trade and other payables | | (2,282) | 5,518
Increase/(decrease) in provisions | | 1,472 | (1,482)
| | (1,340) | 2,650
Cash generated from operations before exceptional items | | 32,113 | 33,017
Interest paid (leases) | 26 | (534) | (455)
Interest received (leases) | 26 | 29 | 96
Income taxes paid | | (4,968) | (1,799)
Exceptional costs paid | | (3,910) | (3,066)
Net cash generated from operating activities | | 22,730 | 27,793
Cash flows used in investing activities | | |
Interest received | 7 | 1,023 | 1,752
Payment of contingent consideration | 24 | – | (65)
Receipt of contingent consideration | 19 | 5,542 | 155
Investment in joint venture | 20 | (2,605) | (2,232)
Proceeds from sale of financial assets | 19 | – | 119
Franchisees and appointed representatives loans granted | 19 | (3,768) | (1,659)
Franchisees and appointed representatives loans repaid | 19 | 1,832 | 1,702
Receipt of lease income | 26 | 489 | 1,046
Purchase of property, plant and equipment | 18 | (1,241) | (939)
Purchase of intangible assets | 17 | (3,052) | (2,092)
Loans to joint venture | 19 | (5,301) | (7,607)
Purchase of relationship asset | 17 | – | (5,695)
Cash acquired on purchase of relationship asset | | – | 503
Net cash expended on investing activities | | (7,081) | (15,012)
Cash flows used in financing activities | | |
Refinance costs | | (543) | –
Commitment and non-utilisation fees on RCF | | (473 ) | –
Repurchase of treasury shares | | (5,045) | (848)
Proceeds from exercise of share options | | 46 | 173
Payment of lease liabilities | 14 | (2,486) | (2,895)
Dividends paid | 13 | (11,750) | (11,783)
Net cash expended in financing activities | | (20,251) | (15,353)
Net decrease in cash and cash equivalents | | (4,602) | (2,572)
Cash and cash equivalents at the beginning of the year | 22 | 32,399 | 34,971
Cash and cash equivalents at the end of the year | 22 | 27,797 | 32,399

*See note 36 for restatement

The notes on pages 101 to 150 form part of these Financial Statements.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

Group Statement of Changes in Equity

as at 31 December 2025

| | | | | | | | Equity | |
| | | Share- | Shares | | | | attributable | |
| | Share | based | held by | | | | to owners | Non- |
| Share | premium | payment | EBT and | Treasury | Fair value | Retained | of the | controlling | Total
| capital | account | reserve | SIP | shares | reserve | earnings | parent | interest | equity
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
At 1 January 2025 (restated) | 210 | 5,629 | 2,634 | (1,510) | (4,831) | (385) | 78,733 | 80,480 | (273) | 80,207
Profit for the year | – | – | – | – | – | – | 16,960 | 16,960 | 80 | 17,040
Total comprehensive income | | | | | | | | | |
for the year | – | – | – | – | – | – | 16,960 | 16,960 | 80 | 17,040

Transactions with owners in

their capacity

Shares repurchased into

treasury

–

–

–

–

(5,045)

–

–

(5,045)

–

(5,045)

Exercise of options | – | – | (183) | 194 | – | – | 107 | 118 | – | 118
Vested share options lapsed | | | | | | | | | |
during the year | – | – | (408) | – | – | – | 408 | – | – | –
Dividend paid | – | – | – | – | – | – | (11,750) | (11,750) | – | (11,750)
Share-based payments | – | – | 1,255 | – | – | – | – | 1,255 | – | 1,255
Tax on share-based payments | – | – | 57 | – | – | – | – | 57 | – | 57
At 31 December 2025 | 210 | 5,629 | 3,355 | (1,316) | (9,876) | (385) | 84,458 | 82,075 | (193) | 81,882

During the period, 103,505 share options were exercised relating to LSL’s various share option schemes resulting in the shares being sold by the

Employee Benefit Trust. LSL received £0.1m on exercise of these options.

for the year ended 31 December 2024 | | | | | | | | Equity | |
| | | Share- | Shares | | | | attributable | |
| | Share | based | held by | | | | to owners | Non- |
| Share | premium | payment | EBT and | Treasury | Fair value | Retained | of the | controlling | Total
| capital | account | reserve | SIP | shares | reserve | earnings | parent | interest | equity
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
At 1 January 2024 | 210 | 5,629 | 3,564 | (2,871) | (3,983) | (385) | 74,087 | 76,251 | (306) | 75,945
Prior year restatements | – | – | – | – | – | – | (1,730) | (1,730) | – | (1,730)
At 1 January 2024 (restated) | 210 | 5,629 | 3,564 | (2,871) | (3,983) | (385) | 72,357 | 74,521 | (306) | 74,215
Profit for the year | – | – | – | – | – | – | 17,409 | 17,409 | 33 | 17,442
Total comprehensive income | | | | | | | | | |
for the year (restated) | – | – | – | – | – | – | 17,409 | 17,409 | 33 | 17,442

Transactions with owners in

their capacity

Shares repurchased into

treasury

–

–

–

–

(848)

–

–

(848)

–

(848)

Exercise of options | – | – | (943) | 1,361 | – | – | (245) | 173 | – | 173
Vested share options lapsed | | | | | | | | | |
during the year | – | – | (995) | – | – | – | 995 | – | – | –
Dividend paid | – | – | – | – | – | – | (11,783) | (11,783) | – | (11,783)
Share-based payments | – | – | 920 | – | – | – | – | 920 | – | 920
Tax on share-based payments | – | – | 88 | – | – | – | – | 88 | – | 88
At 31 December 2024 | | | | | | | | | |
(restated) | 210 | 5,629 | 2,634 | (1,510) | (4,831) | (385) | 78,733 | 80,480 | (273) | 80,207

During the period, 383,216 share options were exercised relating to LSL’s various share option schemes resulting in the shares being sold by the

Employee Benefit Trust. LSL received £0.2m on exercise of these options.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Notes to the Group Financial Statements

for the year ended 31 December 2025

1. General information

The Group Financial Statements of LSL and its subsidiaries for the year ended 31 December 2025 were authorised for issue by the Board of

Directors on 18 March 2026. LSL is a company which is listed on the London Stock Exchange, incorporated and domiciled in England & Wales and

the Group operates Financial Services, Surveying & Valuation and Estate Agency Franchising businesses.

2. Accounting policies, judgements and estimates

2.1 Basis of preparation

The accounting policies which follow set out material information about the accounting policies which apply in preparing the Financial Statements

for the year ended 31 December 2025. The policies have been applied consistently to all years presented. The Group’s Financial Statements are

presented in pound sterling, and all values are rounded to the nearest thousand pounds (£’000) except when otherwise indicated.

These Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards. The Group Financial

Statements have been prepared on a going concern basis under the historical cost convention and on a historical cost basis.

In preparing the Financial Statements management has considered the impact of climate change, which is described in detail in our TCFD section.

The Group has assessed climate-related risks, covering both physical risks and transition risks, in the short (0-3 years) to medium term (4-9 years).

Climate-related matters have a relatively low impact on LSL’s strategy and business model, and therefore there is a high degree of resilience.

However, there are number of risks that may result in increased costs and have an impact on operations that, whilst unlikely to have a significant

impact, are factored into our business and financial planning. Over the long-term (beyond 10 years), there could be physical risks, such as severe

weather, flooding events, increase in temperature and rising sea levels. The risk to the Group’s own premises as a result of climate change is

considered low, the majority of our property portfolio is leased, and we would not expect significant climate-related costs during the remainder of

our current lease terms. The impact of climate change in the medium to long-term is likely to be localised and have varying degrees of impact on

the areas where we work and our revenue profile. This could have an impact on the carrying value of goodwill and investments.

2.2 Basis of consolidation

The consolidated Financial Statements comprise the Financial Statements of the Company and its subsidiaries as at 31 December 2025. The

financial year represents the year from 1 January 2025 to 31 December 2025.

Subsidiaries

Subsidiaries are consolidated from the date that control commences until the date control ceases. A change in the ownership interest of a

subsidiary, without a loss of control, is accounted for as an equity transaction.

Interest in joint venture

The Group’s share of the results of joint venture is included in the Group Statement of Profit or Loss and Other Comprehensive Income using the

equity method of accounting. Investment in joint ventures are carried in the Group Balance Sheet at cost plus post-acquisition changes in the

Group’s share of the net assets of the entity, less any impairment in value. Goodwill relating to the joint venture is included in the carrying amount

of the investment and is not tested for impairment individually. Unrealised gains and losses resulting from transactions between the Group and the

joint venture are eliminated to the extent of the interest in the joint venture.

In addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises its share of any changes,

when applicable, in the statement of changes in equity.

The Financial Statements of the joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to

bring the accounting policies in line with those of the Group.

2.3 Going concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the

Financial and Divisional Reviews section (page 13 to 19) of the Strategic Report. The financial position of the Group, its cash flows, liquidity position

and policy for treasury and risk management are described in the Financial Review section of the Strategic Report (page 13). Details of the Group’s

borrowing facilities are set out in note 31. The Group’s objectives, policies and processes for managing its capital; its financial risk management

objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk are also set out in note 31. A description of the

Group’s principal risks and uncertainties and arrangements to manage these risks can be found in the Risk Management section of the Strategic

Report on page 27.

The UK Corporate Governance Code requires the Board to assess and report on the prospects of the Group and whether the business is a going

concern. In considering this requirement, the Directors have taken into account the Group’s forecast cash flows, liquidity, borrowing facilities and

related covenant requirements and the expected operational activities of the Group.

The Group expects to continue to meet its day-to-day working capital requirements through cashflows generated by its trading activities and

available cash resources (31 December 2025: £27.8m). The Group’s banking facility, a £60 million committed revolving credit facility has a maturity

date of January 2030. The Group has not currently utilised the facility leaving £60 million of available undrawn committed borrowing facilities in

respect of which all conditions precedent had been met. The facility agreement includes financial covenants, including a minimum net debt to

EBITDA ratio, which could result in the full facility not being available during the going concern period under downside scenarios.

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OVERVIEW

Notes to the Group Financial Statements continued

The Directors have continued to run a variety of scenario models throughout the year to help the ongoing assessment of risks and opportunities

covering the period to 30 June 2027 (the going concern period). The Directors considered the period to June 2027, which exceeds the minimum

required period, because it captures the covenant test that could significantly affect the use of the going concern basis.

In the scenarios, the Directors considered both current trading and external industry data. In developing a base case forecast the Directors have

assumed inflation and interest rates of 2.5% and 4.0%, respectively, by the end of 2026 and 2.0% and 4.0%, respectively, by the end of 2027.

The Directors have performed a reverse stress test to determine the events and circumstances which would need to arise in order to threaten the

Group’s ability to continue as a going concern. Such scenarios would require a significant reduction in market transaction volumes below the low

point experienced during the Global Financial Crisis and in turn reduce Group revenue by approximately 25% compared to current performance.

Under such a scenario, all available cash balances would be utilised and the facility would be unavailable due to financial covenants. If severe

downside scenarios arose, there are cost mitigations that could be applied, as well as cash conservation action such as pausing dividend payments

and planned investments. The Directors have concluded that the likelihood of such a severe scenario arising is remote and have concluded that

there are no plausible threats to the Group’s ability to continue through the going concern period. Therefore, the financial information has been

prepared under the going concern basis of preparation.

In reaching its conclusion on the going concern assessment, the Board considered the findings of the work performed to support the Group’s long-

term viability statement. As noted in the Viability Statement, which is included in the Strategic Report (page 31), this included assessing forecasts

of severe but plausible downside scenarios related to our principal risks, notably the extent to which a severe downturn in the UK lending and

housing markets, to below levels seen during the financial crisis in 2008, would affect the Group’s base forecasts.

Having due regard to the scenarios above and after making appropriate enquiries, the Directors have a reasonable expectation with no material

uncertainties that the Group and the Company have adequate resources to remain in operation to 30 June 2027. The Board have therefore

continued to adopt the going concern basis in preparing this Report.

2.4 Revenue recognition

Revenue is recognised under IFRS 15. The standard is based on a single model that distinguishes between promises to a customer that are satisfied

at a point in time and those that are satisfied over time. Revenue is recognised when performance obligations are fulfilled.

Financial Services Division (excluding Linear Mortgage Network)

Revenue comprises mortgage procuration fees and insurance commissions earned from the distribution of third-party mortgages, protection and

general insurance products. Revenue from mortgage procuration fees is recognised at the point in time on completion of the related mortgage or

remortgage transaction. Revenue from insurance commissions is recognised at the point the related policy incepts and goes on risk, reflecting the

transfer of service to the customer. The Group expects to earn from providing its services. This includes elements of variable consideration, mainly

commission amounts that may be subject to clawback. These variable amounts are recognised only to the extent that it is highly probable they will

not reverse. As the revenue streams described above involve a single service obligation in each case, the full transaction price is attributed to that

service and no further allocation is required.

The Group (excluding Linear) acts as an agent under IFRS 15, and only recognises the Group’s share of commission as revenue. As recognised by

IFRS 15, assessing whether the Group is acting as a principal, or an agent requires judgement which can significantly affect the timing and amount

of revenue recognised. The most judgemental aspect of this relates to the assessment of who the customer is for the Group. Considering all the

factors of the transactions that result in revenue, it was concluded that the appointed representatives are the customers of the Group as opposed

to the product providers. The Group has determined that it is acting as an agent and only recognises the Group’s share of commission as revenue.

The Group recognises a liability for commissions due to ARs. Where an AR has departed and the Group has no present obligation to settle the

commission, the liability is derecognised. The resulting credit is recognised in the income statement in the period the obligation is extinguished.

The assessment of principal versus agent is made for each distinct arrangement, based on whether the Group controls the specified service before

it is transferred to the customer, in accordance with IFRS 15.

Financial Services Division (Linear Mortgage Network)

Linear Mortgage Network (Linear) provides regulated mortgage and protection advice to retail customers through advisers operating within the

PRIMIS network. PRIMIS authorises the regulated activities and provides the compliance framework and systems; Linear organises, supervises

and remunerates advisers and controls service delivery to customers. Linear does not act as an insurer or lender; third-party providers underwrite

insurance risk and advance loans. Linear is responsible for the advice delivered by its advisers and can accept/reject cases, it has discretion over

adviser assignment and sales strategy and has control over allocation of pipeline commissions. Therefore, Linear acts as a principal under IFRS 15,

and as such presents revenue on a gross basis.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Estate Agency Franchising Division

The accounting policies for both franchise and residential services which includes new build residential sales and conveyancing services, are set

out below.

Franchise services:

The Group’s estate agency franchising arrangements grant franchisees the right to operate under the Group’s trade name, trademarks, operating

systems and manual, together with continuing brand stewardship, training access and network support. Under IFRS 15, the brand licences and the

related ongoing support are bundled into a single performance obligation that provides a right to access the Group’s intellectual property and is

satisfied over time across the franchise term.

The Group earns sales-based royalties calculated as a stated percentage of the franchisee’s sales and lettings income. These royalties relate

predominantly to the licence of the Group’s IP and therefore the sales-based royalty exception is applied under IFRS 15. Revenue on house sales

is recognised at the point of exchange of contracts, and revenue on lettings, property management and ancillary services is recognised as those

services are delivered by the franchisee. In addition, the Group earns fixed royalties which is recognised over time.

Residential services:

New build residential services:

Revenue earned by the Group’s new build residential sales business is recognised by reference to the legal exchange date of the

housing transaction.

Conveyancing services:

Where the Group provides conveyancing packaging services, the revenue is recognised by reference to the legal exchange date of the

housing transaction.

Interest Income from client monies balances:

Revenue is recognised over time as interest accrues. Interest income is accrued on a time basis, by reference to the principal outstanding and at

the effective interest rate applicable. The Group’s interest income from client monies is presented within revenue given the collection and holding

of client monies is an integral part of the estate agency franchising service provided to franchisees.

Surveying & Valuation Division

Surveying & Valuation:

Revenue from the supply of surveying and valuation services is recognised upon the completion of the professional survey or valuation by the

surveyor, and therefore at a point in time.

For panelled valuation work, the Group acts as an agent, as the third-party panel firms perform the valuation services and bear the associated

delivery and professional risks. The Group does not control the service before transfer to the customer and therefore recognises revenue on a net

basis, representing the fee retained.

Asset management:

Revenue earned from the repossessions asset management business is recognised by reference to the legal exchange date of the

housing transaction.

2.5 Segment reporting

An operating segment is a distinguishable segment of an entity that engages in business activities from which it may earn revenues and incur

expenses and whose operating results are reviewed regularly by the Chief Operating Decision Maker (CODM), being the Board. The CODM reviews

the Group’s operations and financial position as Financial Services, Surveying & Valuation and Estate Agency Franchising, and therefore considers

that it has three operating segments.

Within the Estate Agency Franchising operating segment, the only remaining owned operations relate to the Group’s new build residential sales

and conveyancing packaging businesses which are LSL Land & New Homes Limited and Homefast Property Services Limited, representing less than

10% of the Group’s total revenue.

The Group’s asset management business is included within the Surveying & Valuation Division. Management deemed the Group’s asset

management operations, including the class of customer for its services, are more closely aligned to the Surveying & Valuation Division.

The information presented to the Directors directly reflects the Group Underlying Operating Profit as defined in the alternative performance

measures (APM) in note 5 and 34 to these Financial Statements and they review the performance of the Group by reference to the results of the

operating segments against budget.

2.6 Alternative Performance Measures (APMs)

In reporting financial information, the Group presents a number of APMs that are designed to assist with the understanding of underlying Group

performance. The Group believes that the presentation of APMs provides stakeholders with additional helpful information on the performance of

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

the business. APMs are also used to help enhance comparability of information between reporting periods. The Group does not consider APMs to

be a substitute for or superior to IFRS measures and the Group’s APMs are defined, explained and reconciled to the nearest statutory measure in

notes 5, 12 and 34.

2.7 Discontinued operations

The Group has classified its previously owned network of estate agency branches as a discontinued operation for the reporting periods ending

after 31 December 2023. The Group operated a network of both owned and franchised branches prior to disposing of its entire owned network

in 2023. The owned network was determined to be a separate major line of business because it made up the majority of the branch network, its

revenue, costs and risk profile was significantly different to that of franchise and its cash flows could be clearly distinguished.

Discontinued operations are presented in the Group Income Statement as a single line, which comprises the post-tax profit or loss of the

discontinued operation, which relates to the movements in the dilapidation and restructuring provisions recognised as part of the original asset

and share sales.

2.8 Exceptional items

Exceptional items are those which are material by size and are both non-recurring and unusual in nature. These items are presented within their

relevant income statement category but highlighted separately on the face of the income statement. Items that management considers fall into

this category are also disclosed within the notes to the Financial Statements (see notes 6 and 9).

Due to the nature and expected infrequency of these items, separate presentation helps provide a better indication of the Group’s underlying

business performance. This allows shareholders to better understand the elements of financial performance in the year, and to facilitate

comparison with prior periods and to better assess trends in financial performance.

2.9 Income taxes

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on

tax rates and laws that are enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken

in the tax returns with respect to the situations in which applicable tax regulations are subject to interpretation and establishes provisions

where appropriate.

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in

the Financial Statements, with the following exceptions:

• where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business

combination that at the time of the transaction affects either accounting nor taxable profit or loss;

• in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary

differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

• deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available, against which the deductible

temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset

is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable

that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are

reassessed at each reporting period and are recognised to the extent that it has become probable that future taxable profits will allow the deferred

tax asset to be recovered.

Deferred income tax assets and liabilities are offset, only if a legally enforceable right exists to offset current tax assets against current tax liabilities,

the deferred income taxes relate to the same taxation authority and that authority permits the Group to make a single net payment. Income tax

is charged or credited directly to other comprehensive income (OCI) or equity, if it relates to items that are charged or credited in the current or

prior periods to OCI or equity respectively. Otherwise, income tax is recognised in the income statement.

2.10 Share-based payment transactions

The equity share option programme allows Group employees to acquire LSL shares. The fair value of the options granted is recognised as an

employee expense with a corresponding increase in equity in the case of equity-settled schemes. The fair value is measured at grant date and

spread over the period during which the employees become unconditionally entitled to the options. The fair value of employee share option plans,

which are all equity-settled, is calculated at the grant date using the Black Scholes model, or the Monte Carlo Simulation model where a market

condition is part of the vesting condition. The resulting cost is charged to the Group Statement of Profit or Loss and Other Comprehensive Income

over the vesting period. The value of the charge is adjusted to reflect expected and actual levels of vesting.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market

or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-market vested condition is satisfied,

provided that all other performance and/or service conditions are satisfied.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

When employees exercise their awards or vested options lapse, the portion of the share-based payments reserve which represents the share-

based payment charge for those awards is transferred to retained earnings and the Group discharges its obligation

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share. Further details

are given in note 12 to these Financial Statements.

2.11 Business combinations and goodwill

The Group accounts for business combinations using the acquisition method of accounting when control is transferred to the Group. On

acquisition, assets, liabilities, and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the

cost of acquisition over the fair values of the net assets acquired is recognised as goodwill.

Deferred and contingent consideration payable, resulting from business combinations is valued at fair value at the acquisition date, and is

subsequently reassessed at each reporting date. The determination of the fair value for deferred and contingent consideration payable is based on

discounted cash flows and is included within financial liabilities on the balance sheet.

After the initial recognition, goodwill is measured at cost less accumulated impairment losses, for the purposes of impairment testing, goodwill

acquired in a business combination is allocated to each of the Group’s cash generating units (CGU) that are expected to benefit from the

combination. Where goodwill has been allocated to a CGU and part of the operations within that unit are disposed of, the goodwill associated with

the disposed operation is included in the carrying amount when determining the gain or loss on disposal. Goodwill disposed in these circumstances

is measured based on the relative values of the disposed operation and the portion of the CGU retained.

2.12 Intangible assets

Intangible assets such as franchise agreements, appointed representative relationships, and in-house software are measured at cost less

accumulated amortisation and impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised

and the related expenditure is reflected in the profit or loss in the period in which the expenditure is incurred.

Intangible assets acquired in a business combination are deemed to have a cost to the Group of the asset’s fair value at the acquisition date. The

fair value of an intangible asset reflects market expectations about the profitability that the future economic benefits embodied in the asset will

flow up to the Group.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the

carrying amount of the asset and are recognised in the income statement when the asset is derecognised.

The useful lives of intangible assets are assessed as either finite or indefinite.

Brand names are not amortised as the Directors are of the opinion that they each have an indefinite useful life based on the expectation that there

is no foreseeable limit to the period over which each of the assets are expected to generate net cash inflows to the businesses. The Directors are

confident that trademark registration renewals will be filed at the appropriate time and sufficient investment will be made in terms of marketing

and communication to maintain the value inherent in the brands, without incurring significant cost. All brands recognised have been in existence

for a number of years and are not considered to be at risk of obsolescence from technical, technological nor commercial change. Whilst operating

in competitive markets they have demonstrated that they can continue to operate in the face of such competition and that there is expected to

remain an underlying market demand for the services offered. The lives of these brands are not dependent on the useful lives of other assets of

the entity.

Development costs that are directly attributable to the testing of identifiable software products controlled by the Group are recognised as

intangible assets when the project or process is technically and commercially feasible. Directly attributable costs that are capitalised as part of the

software product include the software development employee costs and an appropriate portion of relevant overheads

Franchise agreements entered into by the Group (as franchisor) as part of contractual arrangements concerning the disposal of previously

owned branches are recognised as intangible assets. Franchise intangible assets are initially recognised at fair value and subsequently amortised

on a straight-line basis over their useful economic lives, being the term of the agreement. The franchise intangible assets are amortised over a

remaining life of 15 years as based on the agreements, this is the most likely minimum term. The life of the relationship is assessed annually.

All other intangible assets are amortised on a straight-line basis over their useful economic lives of 12 years for appointed representative

relationships, and between three and five years for in-house software.

2.13 Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Property, plant and equipment is

depreciated on a straight-line basis to its residual value over its anticipated useful economic life:

Office equipment, fixtures and fittings | – over three to seven years
Computer equipment | – over three to four years
Motor vehicles | – over three to four years
Leasehold improvements | – over the shorter of the lease term or ten years
Freehold and long leasehold property | – over fifty years or the lease term whichever is shorter

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OVERVIEW

Notes to the Group Financial Statements continued

An item of property, plant and equipment is derecognised upon disposal. Any gain or loss arising on derecognition of the asset (calculated as

the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset

is derecognised. These assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted

prospectively, if appropriate.

2.14 Financial instruments

Financial assets and financial liabilities are recognised in the Group’s Balance Sheet when the Group becomes a party to the contractual provisions

of the instrument. When financial assets are recognised initially, they are measured at fair value, being the transaction price plus, in the case of

financial assets not at fair value through the income statement, directly attributable transaction costs. Financial assets are derecognised when

the Group no longer has the rights to cash flows, the risks and rewards of ownership or control of the asset. Financial liabilities are derecognised

when the obligation under the liability is discharged, cancelled or expired. The subsequent measurement of financial assets depends on

their classification.

The Group’s accounting policy for each category of financial instruments is as follows:

Financial assets designated at fair value through OCI (equity instruments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through

OCI when they meet the definition of equity under IFRS 9 Financial Instruments and are not held for trading. The classification is determined on an

instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other

income in the Group Statement of Profit or Loss and Other Comprehensive Income when the right of payment has been established, except when

the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case such gains are recorded in OCI. Equity

instruments designated at fair value through OCI are not subject to impairment assessment.

Financial assets designated at fair value through the income statement

Gains and losses arising from the changes in the fair value of equity investments are recorded in the Group Statement of Profit or Loss and Other

Comprehensive Income.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and on demand deposits and fixed-term deposits with original maturities of three months or less

with the Group’s relationship banks. Bank overdrafts which are repayable on demand are included in cash and cash equivalents only when there

is a legal right to offset and an intention to settle net, otherwise these amounts are classified separately as liabilities on the balance sheet. For the

purposes of the statement of cash flow, bank overdrafts are a component of cash and cash equivalents as they are repayable on demand and form

an integral part of the Group’s cash management. The overdraft is used to manage daily cash inflows and outflows. Cash pool balances fluctuate

frequently between positive and negative. The overdraft acts as a working cash buffer rather than a source of long-term funding.

Trade receivables

Trade receivables do not carry any interest and are stated at their original invoiced value as reduced by appropriate allowances for estimated

irrecoverable amounts. The expected credit loss model under IFRS 9 is applied to trade and other receivables. The chosen method of recognising

the expected credit loss across the Group is the simplified approach allowing a provision matrix to be used, which is based on the expected life of

trade receivables and historic default rates, default being defined as when impaired debts are assessed as uncollectable. The carrying amount of

the receivables is reduced through use of an allowance account and impaired debts are derecognised when they are assessed as uncollectable.

Trade payables

Trade payables are stated on the balance sheet at their original invoice value.

2.15 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when

annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. For the purposes of

impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely

independent of the cash inflows of other assets or cash generating units (CGUs). An asset’s or CGU’s recoverable amount is the higher of its

fair value less costs to sell (FVLCTS) and value-in-use (VIU). Where the carrying amount of an asset exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount. In assessing an asset’s VIU, the estimated future cash flows are discounted

to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to

the asset. Impairment losses of continuing operations are recognised in the income statement in those expense categories consistent with the

function of the impaired asset.

For assets excluding goodwill and brand, an assessment is made at each reporting date as to whether there is any indication that previously

recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the assets or CGU’s

recoverable amount.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

2.16 Loans to franchisees and appointed representatives

The Group issues loans to its franchisees and appointed representatives, the Group’s objective is to hold these loans to collect contractual cash

flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs

that are directly attributable to their issue and are subsequently carried at amortised cost, less provision for impairment.

Loans to appointed representatives are made in the normal course of business and on standard terms, the duration is typically three years and the

loans are offered on an interest-free basis. The Group calculates the difference between the par value and fair value on recognition using a market

rate of interest and charges this amount to finance costs in the Group Statement of Profit or Loss and Other Comprehensive Income, the residual

loan amount is recorded as a financial asset at amortised cost.

Impairment provisions against loans to franchisees and appointed representatives are recognised based on an expected credit loss model.

The methodology used to determine the amount of provision is based on whether there has been a significant increase in credit risk since

initial recognition of these financial assets and is calculated by considering the cash shortfalls that would be incurred and probability of these

cash shortfalls using the Group’s model. Where a significant increase in credit risk is identified, lifetime expected credit losses are recognised;

alternatively, if there has not been a significant increase in credit risk, a 12-month expected credit loss is recognised. Such provisions are recorded

in a separate allowance account with the loss being recognised within operating expenses in the Group Income Statement. On confirmation that a

loan will not be collectable, the gross carrying value of the asset is written off against the associated provision.

2.17 Loans to joint venture

The Group issued loan notes to its joint venture in 2024 and 2025. The Group’s objective is to hold these loans to collect contractual cash flows and

the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are

directly attributable to their issue and are subsequently carried at amortised cost, less provision for impairment. The loan notes are redeemable

and were redeemed in January 2026.

Impairment provisions against loans to joint venture are recognised based on an expected credit loss model. The methodology used to determine

the amount of provision is based on whether there has been a significant increase in credit risk since initial recognition of these financial assets

and is calculated by considering the cash shortfalls that would be incurred and probability of these cash shortfalls using the Group’s model. Where

a significant increase in credit risk is identified, lifetime expected credit losses are recognised; alternatively, if there has not been a significant

increase in credit risk, a 12-month expected credit loss is recognised. Such provisions are recorded in a separate allowance account with the loss

being recognised within operating expenses in the Group Statement of Profit or Loss and Other Comprehensive Income.

2.18 Provisions

A provision is recognised in the Balance Sheet when the Group has a present legal or constructive obligation as a result of a past event and it is

probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by

discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where

appropriate, the risks specific to the liability.

2.19 Leases

Leases are defined as a contract which gives the right to use an asset for a period of time in exchange for consideration. As a lessee, the Group

recognises three classes of leases on this basis:

• Property leases

• Motor vehicle leases

• Other leases

Property leases and motor vehicle leases have been recognised on the Group Balance Sheet, in financial liabilities, by recognising the future cash

flows of the lease obligation, discounted using the incremental borrowing rate of the Group, adjusted for factors such as swap rates available and

the credit risk of the entity entering into the lease.

Corresponding right-of-use assets have been recognised on the Group Balance Sheet under property, plant and equipment and have been

measured as being equal to the discounted lease liability plus any lease payments made at or before the inception of the lease and initial direct

costs, less any lease incentives received. Cash flows from these leases have been recognised by including the principal portion of the lease

payments in cash flows from financing activities and the interest portion of the lease payment recognised through operating activities.

Other leases are leases for low value items or leases whose contract term is less than 12 months. The practical expedient not to recognise right-of-

use assets and lease liabilities for these leases has been utilised by the Group. A charge for these leases has been recognised through the Profit or

Loss and Other Comprehensive Income as an operating expense. The cash flows relating to low value and short-term leases have been recognised

in net cash flows from operating activities. No leases where the Group is a lessee, or a lessor contain variable lease payments.

In scenarios where the Group is an intermediate lessor, the sublease is classified as a finance lease if substantially all of the risk and rewards

incidental to the ownership of the leased asset have transferred to the sublessee, otherwise the sublease is classified as an operating lease. The

Group accounts for finance subleases by derecognising the existing right-of-use asset at the effective date of the sublease and recognising a

receivable for the Group’s net investment in the sublease, with any resultant gain/(loss) recognised in the Profit or Loss and Other Comprehensive

Income. The net investment in the leases equals remaining fixed payments, discounted at the interest rate implicit in the lease. After initial

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OVERVIEW

Notes to the Group Financial Statements continued

recognition, the Group recognises finance income over the remaining lease using the amortised cost method. The net investment in sublease is

subsequently reviewed for impairment under IFRS 9 (further details are given in note 26 to these Financial Statements).

Rental income including the effect of lease incentives from sublet properties and vehicles are recognised over time on a straight-line basis,

throughout the lease term for operating leases or by recognising in the balance sheet a lease receivable equal to the investment in the lease for

finance leases. Subleases are assessed as finance leases or operating leases in reference to the right-of-use asset the lease generates.

2.20 Shares held by employee benefit trust (EBT) and share incentive plan (SIP)

The Group has an employee share scheme (ESOT) for the granting of LSL shares to Executive Directors and selected senior employees; and an

employee share incentive plan. Shares in LSL held by the ESOT and the trusts are treated as treasury shares and presented in the Group Balance

Sheet as a deduction from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s

own equity instruments. The finance costs and administration costs relating to the ESOT and the trusts are charged to the income statement.

Dividends earned on shares held in the ESOT and the trusts have been waived. The ESOT and trust shares are ignored for the purposes of

calculating the Group’s earnings per share (EPS).

2.21 Treasury shares

Where the Group repurchases shares from existing Shareholders, they are held as treasury shares and are presented as a deduction from equity.

No gain or loss is recognised in the income statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Treasury

shares are ignored for the purposes of calculating the Group’s EPS and adjusted EPS.

2.22 Dividends

Equity dividends are recognised when they become legally payable. In the case of interim dividends to Shareholders, this is when paid. In the case

of final dividends, this is when approved by S

hareholders at each AGM.

2.23 Pensions

The Group operates a defined contribution pension scheme for employees of all Group companies. The assets of the scheme are invested and

managed independently of the finances of the Group. The pension cost charge represents contributions payable in the year.

2.24 Critical accounting judgements and estimates

The preparation of the Group’s Financial Statements requires the use of estimates and assumptions that affect the reported amounts of assets

and liabilities at the date of the Financial Statements and the reported amounts of revenue and expenses during the year. These estimates and

judgements are based on Management’s best knowledge of the amount, event or actions and actual results ultimately may differ from those

estimates. Group Management believe that the estimates and assumptions listed below have a significant risk of resulting in a material adjustment

to the carrying amounts of assets and liabilities.

Carrying value of goodwill and intangible assets (estimate)

The Group carries out impairment reviews of intangible assets when there is an indication that the carrying value may not be recoverable and tests

the carrying value of goodwill and indefinite life intangibles at least annually. Each of the Group’s three segments holds goodwill or indefinite life

intangible assets and therefore an annual impairment review is required.

Judgement is required in identifying the cash-generating units (CGUs) for impairment testing and in determining whether certain brand intangibles

have an indefinite useful life, based on the expectation of continued use and strong market positioning.

The Group’s goodwill of £16.9m includes Surveying & Valuation (£9.9m) and Financial Services (£7.0m). At 31 December 2025, the Group held

£29.9m of intangible assets on the balance sheet (2024: £29.9m), of which £6.9m are indefinite life intangible assets relating to brand (2024:

£6.9m). The remaining balance of £23.0m is split between relationship assets £7.8m (2024: £8.5m), franchise intangibles £10.0m (2024: £10.9m)

and software £5.2m (2024: £3.6m).

The impairment tests are carried out by a group of CGUs and reflect the latest Group budgets and forecasts approved by the Board. The

recoverable amounts are determined using value-in-use (VIU) models, based on cash flow projections incorporating assumptions about market

performance (including housing market activity, mortgage lending trends, interest rates, and broader economic, legal and technological factors).

Discount rates are derived from observable market data and reflect the specific risk profile of each CGU.

The pre-tax discount rates applied are as follows:

• Financial Services Division – 16.4%

• Surveying & Valuation Division – 16.5%

• Estate Agency Franchising Division – 15.7%

A terminal growth rate of 2.0% is applied to each CGU beyond the three year forecast period. A sensitivity analysis has been performed to assess

the impact of reasonably possible changes to the key assumptions. Further details are presented in Note 17.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Commission refund liability (estimate)

Certain subsidiaries earn commission income from the sale of life assurance and protection products that are cancellable without notice. Where

a policy is cancelled within a defined indemnity period, a proportion of the commission previously recognised becomes repayable. Under IFRS 15,

this represents variable consideration and is recognised as a reduction in revenue at inception, constrained to the extent that it is highly probable

that a significant reversal will not occur.

The Group estimates the expected amount of commission subject to clawback using either the expected value method or the most likely amount

method, whichever more accurately predicts the consideration to which the Group will be entitled. Persistency assumptions are derived from

historical refund patterns and supported by actuarial analysis, adjusted for known events and forward-looking information where applicable.

Commission refund liabilities are recognised within trade and other payables. Estimates are required in determining appropriate lapse

assumptions, which are reviewed regularly against actual experience to ensure continued accuracy. Details of the assumptions applied and the

sensitivity to changes in lapse rates are presented in Note 23.

Appointed representative provision (estimate)

The Group recognises an IAS 37 provision for expected cash outflows on commission clawbacks arising after the termination, suspension or

resignation of appointed representatives (ARs) within the Financial Services Division, to the extent not recoverable from these ARs. This is

separate from the IFRS 15 commission refund liability recorded against revenue for expected clawbacks on the Group’s own commissions while

AR relationships remain active. The provision reflects management’s best estimate at the reporting date using an expected-value approach, based

on policy lapse, cancellation assumptions within clawback windows, provider terms, and expected recoveries from ex-ARs informed by historical

collections and enforceability.

Professional indemnity (PI) claims (estimate)

A provision is made for professional indemnity claims and potential claims that arise during the normal course of business in the Financial Services

Division and in relation to valuations performed by the Surveying & Valuation Division. This includes an estimate for both claims reported and

those incurred but not yet reported (IBNR).

Estimation is required in assessing the level of coverage for reported and IBNR claims, including the likelihood of settlement and recovery under

insurance arrangements.

The provision is estimated using historical claim frequency and severity data, supplemented by actuarial input where appropriate, and adjusted

for current information on open cases. Estimation uncertainty arises due to the inherent difficulty in predicting the timing and outcome of claims.

Further details of the assumptions applied to PI claims and related sensitivity analysis are disclosed in Note 25.

Principal versus agent (judgement)

Within the Financial Services Division, the Group acts as both a principal and an agent depending on the nature of its arrangements with lenders,

insurers, and advisers. Management exercises judgement in determining whether the Group controls the specified service before it is transferred

to the customer. See note 2.4 for further detail.

2.25 New standards and interpretations not applied

IFRS 18 “Presentation and Disclosure in Financial Statements” was issued by the International Accounting Standards Board (IASB) on 9 April 2024.

Subject to UK endorsement, the new standard is effective for the Group’s accounting periods beginning on or after 1 January 2027.

New requirements under IFRS 18 are expected to have an impact on the Group Financial Statements, key changes include:

• Mandatory subtotals and categories of income and expense in the Group Statement of Profit or Loss and Other Comprehensive Income, as well

as new requirements for the disclosure of operating expenses.

• Disclosures about management-defined performance measures in the Financial Statements.

• Enhanced requirements for the aggregation and location of information presented in the primary financial statements and disclosed in the

notes as well as guidance on providing informative labels.

Management are continuing to assess the impact of the accounting changes that will arise under IFRS 18.

There have been no other new relevant standards that have been published and are mandatory for the Group’s accounting periods beginning on

or after 1 January 2025. Amendments to existing standards do not have a material impact on the Financial Statements.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

3. Disaggregation of revenue

Set out below is the disaggregation of the Group’s revenue from contracts with customers:

Year ended 31 December 2025

| | | | | Estate | | |
| | | Residential | | Agency | | |
| Financial | Surveying & | sales | | Franchising | Asset | |

Services

1

Valuation

2

exchange

3

Lettings

3

income

3

management

2

Other

3

Total

| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Timing of revenue recognition | | | | | | | |
Services transferred at a point in time | 48,838 | 102,046 | 3,045 | – | 7,518 | 5,575 | 1,251 | 168,273
Services transferred over time | – | – | – | – | 14,672 | – | – | 14,672

Total revenue from contracts with

customers

48,838

102,046

3,045

–

22,190

5,575

1,251

182,945

During the year 19% (2024: 19%) of the Group’s revenue was generated from a single large customer within the Surveying & Valuation Division.

The revenue recorded within continuing operations in relation to this customer during the year was £35.1m (2024: £33.1m).

Other revenue relates to income from conveyancing services.

All revenues were generated from the United Kingdom.

Year ended 31 December 2024 (restated*)

| | | | | Estate | | |
| | | Residential | | Agency | | |
| Financial | Surveying & | sales | | Franchising | Asset | |

Services

1

Valuation

2

exchange

3

Lettings

3

income

3

management

2

Other

3

Total

| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Timing of revenue recognition | | | | | | | |
Services transferred at a point in time | 48,395 | 92,547 | 4,027 | 367 | 7,044 | 5,275 | 997 | 158,652
Services transferred over time | – | – | – | – | 14,666 | – | – | 14,666

Total revenue from contracts with

customers

48,395

92,547

4,027

367

21,710

5,275

997

173,318

1 Financial Service segment

2 Surveying & Valuation segment

3 Estate Agency Franchising segment

| 2025 | 2024
| £’000 | £’000
Revenue from services | 182,945 | 173,318
Operating revenue | 182,945 | 173,318
Gain on fair value (Note 19) | 201 | 482
R&D expenditure credit | 770 | 50
Other gains | 145 | –
Other operating income | 1,116 | 532
Total revenue and operating income | 184,061 | 173,850

*See note 36 for restatement

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

4. Segment analysis

For the year ended 31 December 2025 LSL has reported three operating segments: Financial Services, Surveying & Valuation, and Estate

Agency Franchising.

Within the Estate Agency Franchising operating segment, the only remaining owned operations relate to the Group’s new build residential sales

and conveyancing businesses which are LSL Land & New Homes Limited and Homefast Property Services Limited, representing less than 10% of the

Group’s total revenue.

The Group’s asset management business is included within the Surveying & Valuation Division. Management deemed the Group’s asset

management operations, including the class of customer for its services, are more closely aligned to the Surveying & Valuation Division after the

Estate Agency D

ivision’s transformation into a franchise model in 2023.

All of the Group’s non-current assets are located in its country of domicile. The Group does not hold non-current assets in foreign jurisdictions;

therefore, no foreign non-current asset disclosures are presented.

Operating segments

The Chief Operating Decision Maker (CODM) monitors the operating results of its segments separately for the purpose of making decisions about

resource allocation and performance assessment. Segment performance is evaluated based on Underlying Operating Profit, which in certain

respects, as explained in the table below, is measured differently from operating profit or loss in the Group Financial Statements. Head office costs,

Group financing (including finance costs and finance income) and income taxes are managed on a Group basis, are excluded from segment results,

and are not allocated to operating segments.

Reportable segments

The following table presents revenue and profit information regarding the Group’s reportable segments for the financial year ended 31 December

2025 and financial year ended 31 December 2024 respectively.

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OVERVIEW

Notes to the Group Financial Statements continued

Year ended 31 December 2025

| Financial | Surveying | Estate Agency | |
| Services | & Valuation | Franchising | Central | Total
| £’000 | £’000 | £’000 | £’000 | £’000
Income statement information | | | | |
Revenue from external customers | 48,838 | 107,620 | 26,487 | – | 182,945
Segmental result: | | | | |

– Group Underlying Operating profit/(loss) from continuing

operations

10,955

23,554

8,259

(10,150)

32,618

– Operating profit/(loss) | 6,294 | 20,806 | 6,404 | (10,942) | 22,562
Finance income | | | | | 2,451
Finance costs | | | | | (1,937)
Profit before tax | | | | | 23,076
Loss before tax from discontinued operations | | | | | (8)
Profit before tax | | | | | 23,068
Taxation | | | | | (6,028)
Profit for the year | | | | | 17,040
Balance sheet information | | | | |
Segment assets – intangible | 16,804 | 14,318 | 15,614 | – | 46,736
Segment assets – other | 37,310 | 16,604 | 7,830 | 72,493 | 134,237
Total segment assets | 54,114 | 30,922 | 23,444 | 72,493 | 180,973
Total segment liabilities | (21,557) | (21,126) | (12,656) | (43,752) | (99,091)
Net assets | 32,557 | 9,796 | 10,788 | 28,741 | 81,882
Other segment items | | | | |
Capital expenditure including intangible assets | 1,435 | 2,214 | 644 | – | 4,293
Depreciation | (589) | (2,031) | (749) | – | (3,369)
Amortisation of intangible assets | (1,866) | (311) | (855) | – | (3,032)
Exceptional gains | 571 | – | – | – | 571
Exceptional costs | (1,680) | (2,000) | (701) | (685) | (5,066)
Share of results in joint venture | 798 | – | – | – | 798
PI provision | (756) | (3,565) | – | – | (4,321)
Dilapidation provision | – | – | (4,336) | – | (4,336)
Restructuring provision | – | – | (996) | – | (996)
Appointed representative provision | (1,615) | – | – | – | (1,615)
Share-based payment | (184) | (437) | (300) | (676) | (1,597)
Employee costs | (24,344) | (66,394) | (10,487) | (7,863) | (109,088)
Expected credit loss | (1,397) | (18) | (2,128) | – | (3,543)

Central net assets comprise intangible assets and plant and equipment £0.5m, other assets £4.9m, cash £67.1m, accruals and other payables

£2.5m, deferred tax liabilities £2.0m, overdraft of £39.3m. Central result comprises costs relating to the Parent Company.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Year ended 31 December 2024 (restated*)

| Financial | Surveying | Estate Agency | |
| Services | & Valuation | Franchising | Central | Total
| £’000 | £’000 | £’000 | £’000 | £’000
Income statement information | | | | |
Revenue from external customers | 48,395 | 97,822 | 27,101 | – | 173,318
Segmental result: | | | | |

– Group Underlying Operating profit/(loss) from continuing

operations

8,576

22,501

7,757

(11,049)

27,785

– Operating profit/(loss) | 4,593 | 22,083 | 6,599 | (11,336) | 21,939
Finance income | | | | | 2,868
Finance costs | | | | | (1,741)
Profit before tax | | | | | 23,066
Loss before tax from discontinued operations | | | | | (518)
Profit before tax | | | | | 22,548
Taxation | | | | | (5,106)
Profit for the year | | | | | 17,442
Balance sheet information | | | | |
Segment assets – intangible | 17,521 | 12,771 | 16,424 | – | 46,716
Segment assets – other | 33,900 | 15,486 | 4,356 | 66,655 | 120,397
Total segment assets | 51,421 | 28,257 | 20,780 | 66,655 | 167,113
Total segment liabilities | (23,697) | (18,450) | (12,954) | (31,805) | (86,906)
Net assets | 27,724 | 9,807 | 7,826 | 34,850 | 80,207
Other segment items | | | | |
Capital expenditure including intangible assets | 1,259 | 1,439 | 333 | – | 3,031
Depreciation | (540) | (1,925) | (695) | – | (3,160)
Amortisation of intangible assets | (1,806) | (230) | (916) | (36) | (2,988)
Exceptional gains | 1,705 | 40 | – | – | 1,745
Exceptional costs | (4,109) | – | – | – | (4,109)
Share of results in joint venture | (6) | – | – | – | (6)
PI Costs provision | (676) | (1,899) | – | – | (2,575)
Dilapidation provision | – | – | (5,110) | – | (5,110)
Restructuring provision | – | – | (918) | – | (918)
Other provision | (1,247) | – | – | – | (1,247)
Onerous leases provision | – | – | – | (571) | (571)
Share-based payment | (199) | (228) | (242) | (251) | (920)
Employee costs | (25,919) | (59,346) | (10,479) | (9,456) | (105,200)
Expected credit loss | (497) | (12) | (1,552) | – | (2,061)

Central net assets comprise intangible assets and plant and equipment £0.7m, other assets £5.3m, cash £60.7m, accruals and other payables

£1.9m, deferred tax liabilities £1.6m, overdraft of £28.3m. Central result comprises costs relating to the Parent Company.

*See note 36 for restatement

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OVERVIEW

Notes to the Group Financial Statements continued

5. Group and Divisional Underlying Operating Profit

Group and Divisional Underlying Operating Profit are alternative performance measures (APMs) used by the Directors and Group Management to

monitor performance of operating segments against budget. It is calculated as profit/(loss) before tax adjusted for the items set out below. The

Group’s APMs are defined, explained, and reconciled to their closest statutory measures in note 34.

Year ended 31 December 2025

| | | | | IFRS reported
| | | | | total from
| Financial | Surveying | | | continuing
| Services | & Valuation | Estate Agency | Central | operations
| £’000 | £’000 | £’000 | £’000 | £’000
Profit/(loss) before tax | 7,997 | 20,645 | 6,051 | (11,617) | 23,076
Net finance (cost)/income | (1,703) | 161 | 353 | 675 | (514)
Operating profit/(loss) per income statement | 6,294 | 20,806 | 6,404 | (10,942) | 22,562
Operating Margin | 12.9% | 19.3% | 24.2% | – | 12.3%
Adjustments: | | | | |
Share-based payments | 184 | 437 | 300 | 676 | 1,597
Amortisation of intangible assets | 1,866 | 311 | 855 | – | 3,032
Exceptional gains | – | – | – | (571) | (571)
Exceptional costs | 1,680 | 2,000 | 701 | 685 | 5,066
Other sources of earnings from JV | 932 | – | – | – | 932
Underlying Operating Profit/(Loss) | 10,956 | 23,554 | 8,260 | (10,152) | 32,618
Underlying Operating Margin | 22.4% | 21.9% | 31.2% | – | 17.8%

Year ended 31 December 2024 (restated*)

| | | | | IFRS reported
| | | | | total from
| Financial | Surveying | | | continuing
| Services | & Valuation | Estate Agency | Central | operations
| £’000 | £’000 | £’000 | £’000 | £’000
Profit/(loss) before tax | 6,682 | 22,805 | 6,121 | (12,542) | 23,066
Net finance (cost)/income | (2,089) | (722) | 478 | 1,206 | (1,127)
Operating profit/(loss) per income statement | 4,593 | 22,083 | 6,599 | (11,336) | 21,939
Operating Margin | 9.6% | 22.6% | 24.4% | – | 12.7%
Adjustments: | | | | |
Share-based payments | 199 | 228 | 242 | 251 | 920
Amortisation of intangible assets | 1,806 | 230 | 916 | 36 | 2,988
Exceptional gains | (1,705) | (40) | – | – | (1,745)
Exceptional costs | 4,109 | – | – | – | 4,109
Contingent consideration | (426) | – | – | – | (426)
Underlying Operating Profit/(Loss) | 8,576 | 22,501 | 7,757 | (11,049) | 27,785
Underlying Operating Margin | 17.7% | 23.0% | 28.6% | – | 16.0%

* See note 36 for restatement

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

6. Discontinued operations

In 2023, the Group franchised its entire owned estate agency network of 183 branches, with the operations of the previously owned network

disposed to a combination of new and existing franchisees between 3 May and 31 May 2023. The operations of the branches were sold to the

franchisees through either asset or share sales. The operations of the owned branch network were classified as a discontinued operation and

presented as such in the Group Financial Statements for the year ended 31 December 2025 and 31 December 2024.

During 2025 the Group recognised post tax loss from discontinued operations of £0.04m (2024: loss of £0.4m) due to follow on administrative

costs from the restructuring and increase in dilapidation and restructuring provisions recognised as part of the original asset and share sales, as

per note 25.

Financial performance and cash flow information

| 2025 | 2024
| £’000 | £’000
Other operating credit/(costs) | 312 | (440)
Exceptional costs | (320) | (78)
Group operating loss | (8) | (518)
Loss before tax | (8) | (518)
Taxation (charge)/credit | (34) | 141
Loss after tax for the year from discontinued operation | (42) | (377)

The net cash flows incurred by discontinued operations are, as follows:

| 2025 | 2024
| £’000 | £’000
Operating | (775) | (1,622)
Investing | – | –
Financing | – | –
Net cash outflow | (775) | (1,622)

Exceptional costs

| 2025 | 2024
| £’000 | £’000
Increase in dilapidation and restructuring provisions | 320 | 78
| 320 | 78

Increase in dilapidation and restructuring provisions

During the year, the Group recognised exceptional costs from discontinued operations of £0.3m (2024: £0.1m) due to increases in dilapidation and

restructuring provisions recognised as part of the original asset and share sales, as per note 25 of the Group Financial Statements.

7. Finance income

| 2025 | 2024
| £’000 | £’000
Finance income on subleased assets | 29 | 96
Discounting on contingent consideration payable | 47 | 738
Interest from loans to franchisees and appointed representatives | 330 | 225
Bank interest | 1,023 | 1,752
Interest from loan notes receivable | 932 | –
Other interest receivable | 90 | 57
| 2,451 | 2,868

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OVERVIEW

Notes to the Group Financial Statements continued

8. Finance costs

| 2025 | 2024
| £’000 | £’000
Commitment and non-utilisation fees on RCF | 709 | 632
Unwinding of discount on lease liabilities | 534 | 455
Unwinding of discount on contingent consideration payable | – | 132
Unwinding of discount on dilapidations provision | 245 | 192
Finance cost on loans to franchisees and appointed representatives | 449 | 321
Other interest payable | – | 9
| 1,937 | 1,741

9. Exceptional items

Exceptional items are those which are material by size and are both non-recurring and unusual in nature, see note 2.8 for the Group’s accounting

policy for exceptional items.

| 2025 | 2024
| £’000 | £’000
Exceptional costs: | |
Financial Services appointed representative costs | 31 | 1,880
Financial Services post-acquisition support costs | 584 | 543
Estate Agency restructuring costs | 701 | –
Reduction in contingent consideration receivable | 230 | 1,542
Financial Services acquisition costs | – | 144
Central CEO and CFO change costs | 685 | –
Surveying professional indemnity provision | 2,000 | –
Financial Services restructuring costs | 835 | –
| 5,066 | 4,109
Exceptional gains: | |
Surveying & Valuation restructuring gains | – | 40
Increase in contingent consideration receivable | – | 1,705
Release of claims indemnity provision | 571 | –
| 571 | 1,745

Exceptional costs

Financial Services post-acquisition support costs

On 2 February 2024, the Group acquired the entire issued share capital of TenetLime Limited (TenetLime), a subsidiary of Tenet Group Limited

(Tenet Group). As part of the purchase agreement, Tenet Group agreed to provide a number of services to LSL after the transaction. Subsequent to

the purchase, LSL was notified that Tenet Group Limited entered administration on 5 June 2024, see note 24 for further detail. Additional costs to

the Group as a consequence of the administration of £0.6m (2024: £0.5m) are recognised as exceptional costs.

Estate Agency restructuring costs

During 2025, LSL Land and New Homes Limited (LNH) underwent a significant business restructure. The restructure resulted in redundancy and

staff-related costs of £0.6m and £0.1m premises dilapidation costs following the decision to exit the existing office due to the reduced workforce.

Reduction in contingent consideration receivable

The reduction in contingent consideration receivable relates to contingent consideration assets recognised on the disposal of Group First, EFS and

RSC. The charge included in exceptionals is the result of reduction in the amounts receivable after working capital adjustments. The Group has

included movements in the contingent consideration for these disposals in exceptional items, because the original gain/loss on disposal was taken

to exceptional items.

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Central CEO and CFO change costs

In 2025 there were £0.7m of non-recurring exceptional costs in relation to Group’s CEO and CFO change.

Surveying professional indemnity provision

Refer to note 25 for further detail.

Financial Services restructuring costs

The Group initiated a restructuring programme in 2025, during which the Financial Services Division incurred non-recurring restructuring costs. In

addition, the Division incurred exceptional consultancy and outsourcing expenses following the unexpected departure of a senior executive due

to medical reasons. These costs were necessary to ensure continuity of leadership and operational oversight through interim support and external

consultancy arrangements.

Exceptional gains

Release of claims indemnity provision

The release relates to a claims indemnity provision which was provided for in May 2021 when the Group sold its 49.6% interest in LMS, a joint

venture whose principal activity was to provide conveyancing panel management services. The Group included movements in claims indemnity

provisions in exceptional items, as the original provision was included as an exceptional cost in 2021. The provision was timebound for a fixed

period of four years commencing on the completion date of the sales purchase agreement, which has now elapsed, therefore the provision has

been released in 2025.

10. Profit before tax

Profit before tax is stated after charging:

| 2025 | 2024
| £’000 | £’000
Auditor’s remuneration (Note 11) | 1,035 | 1,525
Short-term leases | 1,546 | 1,796
Low value leases | 201 | 196
Depreciation – owned assets | 1,124 | 1,179
Depreciation – right-of-use assets | 2,245 | 1,981

11. Auditor’s remuneration

The remuneration of the auditors is further analysed as follows:

| 2025 | 2024
| £’000 | £’000
Audit of the Financial Statements | 275 | 584
Fees payable to company’s auditors and its associates for other services: | |
Audit of subsidiaries | 650 | 701
Total audit | 925 | 1,285
Audit-related assurance services (including interim results review) | 110 | 240
| 1,035 | 1,525

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OVERVIEW

Notes to the Group Financial Statements continued

12. Earnings per Share (EPS)

Basic EPS amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average

number of ordinary shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number

of ordinary shares outstanding during the year, plus the weighted average number of ordinary shares that would be issued on the conversion of all

the dilutive potential ordinary shares into ordinary shares.

As the Group reported a profit from continuing operations in 2025 (2024: profit from continuing operations), the effect of dilutive share options

has been included in the calculation of diluted earnings per share for continuing operations, discontinued operations and the overall result:

Total EPS:

2025

Restated

1

2024

| Profit after | Weighted | Per share | Profit after | Weighted | Per share
| tax | average number | amount | tax | average number | amount
| £’000 | of shares | pence | £’000 | of shares | pence
Basic EPS | 16,960 | 102,322,435 | 16.6 | 17,409 | 102,645,789 | 17.0
Effect of dilutive share options | – | 2,404,841 | – | – | 957,578 | –
Diluted EPS | 16,960 | 104,727,276 | 16.2 | 17,409 | 103,603,367 | 16.8

EPS from continuing operations:

2025

Restated

1

2024

| | Weighted | Per share | Profit after | |
| Profit after tax | average number | amount | tax | Weighted average | Per share amount
| £’000 | of shares | pence | £’000 | number of shares | pence
Basic EPS | 17,002 | 102,322,435 | 16.6 | 17,819 | 102,645,789 | 17.4
Effect of dilutive share options | – | 2,404,841 | – | – | 957,578 | –
Diluted EPS | 17,002 | 104,727,276 | 16.2 | 17,819 | 103,603,367 | 17.2

EPS from discontinued operations:

| | 2025 | | | 2024 |
| | Weighted | Per share | | |
| Loss after tax | average number | amount | Loss after tax | Weighted average | Per share amount
| £’000 | of shares | pence | £’000 | number of shares | pence
Basic EPS | (42) | 102,322,435 | (0.0) | (377) | 102,645,789 | (0.4)
Effect of dilutive share options | – | 2,404,841 | – | – | 957,578 | –
Diluted EPS | (42) | 104,727,276 | (0.0) | (377) | 103,603,367 | (0.4)

1 Refer to note 36 to the financial statements

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of

completion of these Financial Statements.

Adjusted basic and diluted EPS

The Directors (who were members of the Board at 31 December 2025) consider that the adjusted earnings shown below give a consistent

indication of the Group’s underlying performance:

| | Restated
| 2025 | 2024
| £’000 | £’000
Group Underlying Operating Profit (See note 5 for the reconciliation from Group Operating Profit) | 32,618 | 27,785
Profit attributable to non-controlling interest | (80) | (33)
Finance income (excluding exceptional and contingent consideration items, fair value adjustment to loans | |
receivables and discounting on lease liabilities) | 1,666 | 1,169
Other sources of earnings from joint venture | (932) | –
Normalised taxation (tax rate 25.0%, 2024: 25.0%)* | (8,318) | (7,230)
Adjusted profit after tax attributable to owners of the parent | 24,954 | 21,691

* The headline UK rate of corporation tax for the period is 25.0%. (2024:25.0%).

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Adjusted basic and diluted EPS

| | 2025 | | | 2024 |
| | Weighted | Per share | | |
| Profit after tax | average number | amount | Profit after tax | Weighted average | Per share amount
| £’000 | of shares | pence | £’000 | number of shares | pence
Adjusted basic EPS | 24,954 | 102,322,435 | 24.4 | 21,690 | 102,645,789 | 21.1
Effect of dilutive share options | | 2,404,841 | | | 957,578 |
Adjusted diluted EPS | 24,954 | 104,727,276 | 23.8 | 21,690 | 103,603,367 | 20.9

This represents adjusted profit after tax attributable to equity holders of the parent. Tax has been adjusted to exclude the prior year tax

adjustments, and the tax impact of exceptional items, amortisation, and share-based payments. The effective tax rate used is 25.0% (31 December

2024: 25.0%).

13. Dividends paid and proposed

| | 2025 | 2024
| | £’000 | £’000
Declared and paid during the year: | | |
2025 | Interim: 4.0 pence per share (2024 Interim: 4.0 pence) | 4,154 | 4,069
Dividends on shares proposed (not recognised as a liability as at 31 December): | | |
Equity dividends on shares: | | |
Dividend: 7.4 pence per share (2024: 7.4 pence) | | 7,572 | 7,596

14. Cash flow from financing activities

Set out below are the movements in the Group’s lease liabilities and long-term debt during the year.

| At 1 January | | | | At 31 December
| 2025 | Cash flow | Additions | Disposals | 2025
| £’000 | £’000 | £’000 | £’000 | £’000
Lease liabilities | 5,782 | (2,486) | 3,543 | (335) | 6,504
| 5,782 | (2,486) | 3,543 | (335) | 6,504
| At 1 January | | | | At 31 December
| 2024 | Cash flow | Additions | Disposals | 2024
| £’000 | £’000 | £’000 | £’000 | £’000
Lease liabilities | 8,340 | (2,895) | 1,855 | (1,518) | 5,782
| 8,340 | (2,895) | 1,855 | (1,518) | 5,782

| 2025 | 2024
| £’000 | £’000
Non-current liabilities | 4,148 | 3,493
Current liabilities | 2,356 | 2,289
| 6,504 | 5,782

Lease liability movements comprise new leases entered into during the year, cancellation of leases and movements between current and

non-current liabilities, this also includes interest paid during the year of £0.5m (2024: £0.5m). The Group holds no other long-term debt at

31 December 2025.

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OVERVIEW

Notes to the Group Financial Statements continued

15. Directors and employees

Remuneration of Directors

| | Restated
| 2025 | 2024
| £’000 | £’000

Directors’ remuneration (short-term benefits)

1

1,769

1,728

Contributions to money purchase pensions schemes (post-employment benefits) | 2 | 2
Aggregate gains on exercise of share-based payment awards | - | 155
| 1,771 | 1,885

1 Directors’ remuneration (short-term benefits) excludes the value of share awards (including the value of matching shares, dividend shares and free share awards)

that vested in the year amounting to £nil (2024: £nil). Included within this amount are accrued bonuses of £0.2m (2024: £0.6m).

The number of Directors who were members of Group money purchase pension schemes during the year totalled 2 (2024: 2).

The remuneration of the highest paid Director is disclosed within the Directors’ Remuneration Report.

Remuneration of Key Management Personnel

| 2025 | 2024
| £’000 | £’000

Key management personnel remuneration (short-term benefits)

2

3,264

3,618

Contributions to money purchase pensions schemes (post-employment benefits) | 45 | 57
Termination benefits | 9 | 178
Share-based payments charge on current incentive schemes | 820 | 59
| 4,138 | 3,912

2 Included within this amount are accrued bonuses of £0.9m (2024: £1.4m).

Remuneration of Key Management Personnel represents the charge to the income statement in respect of the remuneration of the Group Board,

Group Executive Committee members and Company Secretary.

Employee numbers and costs

The Group employs staff in divisional offices and head office. Aggregate payroll costs of these employees, including Directors were:

| 2025 | 2024
| £’000 | £’000
Wages and salaries | 89,567 | 87,914
Social security costs | 14,162 | 12,437
Pension costs | 4,677 | 4,406
Subcontractor costs | 682 | 443
Total employee costs | 109,088 | 105,200
Share-based payment charge | 1,597 | 920

The average monthly headcount (including Directors but excluding subcontractors) during the year were:

| | Restated
| 2025 | 2024
Financial Services | 389 | 434
Surveying & Valuation | 1,098 | 1,016
Estate Agency Franchising | 183 | 224
Central | 106 | 103
| 1,776 | 1,777

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Share-based payments

The Group operates the following equity-settled share-based remuneration schemes:

Long-term incentive plan (LTIP)

The Group operates a LTIP (an equity-settled share-based remuneration scheme) for certain employees. Under the LTIP, the options vest if the

individual remains an employee of the Group after a three-year period, unless the individual has left under certain ‘good leaver’ terms in which

case the options may vest earlier providing the performance conditions are met. There are no cash settlement alternatives.

Vesting conditions:

For all LTIP options granted between 2022 and 2025, 50% of each award is subject to a market-based performance condition, based on the

total shareholder return (TSR) of LSL as compared to a comparator group of FTSE Small Cap, excluding investment trusts, over the three-year

performance period (for LTIP 2025 this is 1 January 2025 to 31 December 2027):

• if the Group is in the top 25% percentile, all of these options will vest;

• if the Group is at the median, 25% will vest;

• straight-line vesting between median and top 25% percentile; and

• below the median, no options vest.

The remaining 50% of each award is subject to a non-market-based performance condition, based on LSL’s Adjusted Basic EPS performance in the

financial year which they become exercisable:

| | LTIP 2025 | LTIP 2024 | LTIP 2023 | LTIP 2022
| | EPS (pence) | EPS (pence) | EPS (pence) | EPS (pence)
100% vest | (more than or equal to) | 34.0 | 32.5 | 24.0 | 52.8
25% vest | (equal to) | 28.0 | 26.5 | 16.0 | 46.9
Straight-line vesting | (between) | 28.0-34.0 | 26.5-32.5 | 16.0 – 24.0 | 46.9 – 52.8
No options vest | (less than) | 28.0 | 26.5 | 16.0 | 46.9

In 2025, the Group has introduced a second LTIP scheme. Under this plan, participants receive nil-cost options over the Group’s ordinary shares

which may vest in two tranches, subject to continued service to the relevant vesting date and achievement of share-price based performance

conditions measured over the three and five year periods to 31 December 2027 (the First Vesting Date) and 31 December 2029 (the Second

Vesting Date). The Board has discretion, but not an obligation, to settle in cash. The awards are accounted for as equity-settled share-based

payments under IFRS 2.

Vesting conditions:

For the second LTIP options granted, the options will vest based on the average market value of a share over the 60-day period ending on the

respective vesting dates. For the 2025 LTIP grant, these vesting dates are 31 December 2027 and 31 December 2029. Vesting condition are as

follows:

• First Vesting Date (31 December 2027)

— 12.5% vesting at an average share price of £3.70;

— 50% vesting at an average share price of £4.23;

— between these values, vesting increases on a straight-line basis;

— below £3.70, no awards vest on the First Vesting Date.

• Second Vesting Date (31 December 2029)

— 25% vesting at an average share price of £4.48;

— 100% vesting at an average share price of £5.59;

— between these values, vesting increases on a straight-line basis;

— below £4.48, no additional awards vest on the Second Vesting Date.

The second tranche uses the remaining portion of the award, being 1 minus the first vesting percentage. If the second vesting hurdle is not

achieved, no further vesting occurs on the second vesting date, but any shares already vested at the first vesting date are unaffected.

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OVERVIEW

Notes to the Group Financial Statements continued

Company stock option plan (CSOP)

The Group operates a CSOP (an equity-settled share-based remuneration scheme) for certain employees. Under the CSOP the options vest if the

individual remains an employee of the Group after a three-year period, unless the individual has left under certain ‘good leaver’ terms in which

case the options may vest earlier. There are no cash settlement alternatives.

SAYE (save-as-you-earn) scheme

The Group has offered options under the SAYE scheme (an equity-settled share-based remuneration scheme) in each of 2021, 2023, 2024 and

2025 years. All these offers were open to all qualifying employees and provide for an exercise price equal to the daily average market price on the

date of grant. The options will vest if the employee remains in service for the full duration of the option scheme (three years). There are no cash

settlement alternatives.

All employee share award

The Group launched its second free share award (an equity-settled share-based remuneration scheme) under its SIP Plan in 2022. The award was

£500 worth of shares per full-time employee and a pro-rated award for all part-time employees. This award offer was made to LSL employees

who had joined the Group on or before 28 February 2022 and remain employed and not serving notice at the date the shares are awarded in

April 2022. The awards will normally become available for employees once they have been held in the SIP for three years or more. There are no

cash settlement alternatives.

The Group’s first free share scheme (an equity-settled share-based remuneration scheme) awarded £500 worth of shares per full-time employee

and a pro-rated award for all part-time employees who had joined the Group on or before 31 March 2020 and were still employed and not serving

notice at the time the grant was made on 1 October 2020. The awards will normally become available for employees once they have been held in

the SIP plan for three years or more. There are no cash settlement alternatives.

Movements during the year

The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year:

| 2025 | | 2024 |
| Weighted | | Weighted |
| average exercise | | average exercise |
| price | Number | price | Number
Outstanding at 1 January | 0.85 | 4,003,768 | 0.87 | 4,065,279
Granted during the year | 0.99 | 1,062,798 | 0.77 | 1,283,552

Exercised during the year

1

0.38

(103,505)

0.37

(383,216)

Lapsed during the year | 0.83 | (1,453,192) | 1.04 | (961,847)
Outstanding at 31 December | 0.91 | 3,509,869 | 0.85 | 4,003,768

1

The weighted average share price at the date of exercise of these options was £2.82 in 2025 (2024: £2.73)

• There were no cancellations or modifications to the awards in 2025 or 2024.

• The weighted average remaining contractual life for the share options outstanding as at 31 December 2025 was 1.55 years (2024: 1.53 years).

• The weighted average fair value of options granted during the year was £1.33 (2024: £2.39).

• The range of exercise prices for options outstanding at the end of the year was £nil to £3.64 (2024: £nil to £3.64).

• 335,235 share options were exercisable as at 31 December 2025.

The following tables list the inputs to the models used for the new plans for the years ended 31 December 2025 and 2024, respectively:

| LTIP | LTIP | SAYE | LTIP | SAYE
| 2025 | 2025 | 2025 | 2024 | 2024
Option pricing model used | Monte Carlo | Monte Carlo | Black Scholes | Black Scholes | Black Scholes
Weighted average share price at grant date (£) | 3.26 | 2.67 | 2.48 | 2.98 | 2.82
Exercise price (£) | – | – | 2.04 | – | 2.46
Expected life of options (years) | 4.5 | 3 | 3 | 3 | 3
Expected volatility (%) | 86 | 62 | 100 | 100 | 100
Expected dividend yield (%) | 3.50 | 3.60 | 3.40 | 3.69 | 1.06
Risk free interest rate (%) | 3.66 | 3.82 | 3.62 | 4.54 | 4.36

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The volatility assumption, measured at the standard deviation of expected share price returns, is based on statistical analysis of historical share

price. The dividend yield assumption is based on the fact that the shares awarded are not eligible to receive dividends until the end of the

vesting period. The total cost recognised for equity-settled transactions is as follows:

| 2025 | 2024
| £’000 | £’000
Share-based payment charge during the year | 1,597 | 920

A charge of £1.6m (2024: charge of £0.9m) relates to employees of the Group.

16. Taxation

(a) Taxation charge

The major components of income tax charge in the Group Income Statement are:

| 2025 | 2024
| £’000 | £’000
UK corporation tax – current year | 6,059 | 3,417
– adjustment in respect of prior years | (356) | (208)
| 5,703 | 3,209
Deferred tax: | |
Origination and reversal of temporary differences | (198) | 2,446
Adjustment in respect of prior year | 523 | (549)
Deferred tax balances written back on disposal of subsidiaries | – | –
Total deferred tax charge | 325 | 1,897
Total tax charge in the income statement | 6,028 | 5,106

Continuing and discontinued operations:

| 2025 | 2024
| £’000 | £’000
Total tax charge from continuing operations | 5,994 | 5,247
Total tax (credit)/charge from discontinued operations | 34 | (141)
| 6,028 | 5,106

Corporation tax is recognised at the headline UK corporation tax rate of 25.0% (2024: 25.0%).

The opening and closing deferred tax balances in the Financial Statements were measured at 25%. This is in accordance with rates included in the

Finance Act 2021 which was enacted on 10 June 2021 and came into effect from 1 April 2023.

The effective rate of tax for the year was 26.1% (2024: 22.7%). The effective tax rate for 2025 is lower than the headline UK tax rate of 25.0%

largely as a result of the calculated adjustments arising in respect of prior periods.

Income tax credited directly to the share-based payment reserve is £0.1m (2024: credit of £0.1m).

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OVERVIEW

Notes to the Group Financial Statements continued

(b) Factors affecting tax charge for the year

The tax assessed in the profit and loss account is lower than (2024: lower than) the standard UK corporation tax (CT) rate, because of the following

factors:

| | Restated
| 2025 | 2024
| £’000 | £’000
Profit before tax from continuing operations | 23,076 | 23,066
Loss before tax from discontinued operations | (8) | (518)
Profit before tax | 23,068 | 22,548
Tax calculated at UK standard CT rate of 25% (2024: 25%) | 5,767 | 5,635
Non-deductible expenditure from joint venture | (199) | 1
Income not taxable | (376) | (11)
Other disallowable expenses | 1,028 | 592
Impact of movement in contingent consideration credited to the income statement | – | 119
Share-based payment relief | 185 | (60)
Movement in deferred tax previously not recognised on tax losses | (543) | (413)
Prior period adjustments – current tax | (357) | (208)
Prior period adjustment – deferred tax | 523 | (549)
Total taxation charge | 6,028 | 5,106
Total tax charge from continuing operations | 5,994 | 5,247
Total tax (credit)/charge from discontinued operations | 34 | (141)
Total taxation charge | 6,028 | 5,106

Other disallowable expenses of £1.0m (2024: £0.6m) includes the tax impact of exceptional costs of £0.1m (2024: £0.1m), which are not taxable/

deductible for tax purposes. This item also includes other permanent items which are not eligible for tax relief.

Income not taxable of £0.3m (2024: £nil) includes the non-taxable impact of Research & Development Expenditure Credits (RDEC) of £0.2m (2024:

£nil) and non-taxable exceptional items of £0.1m (2024: £nil). This item also includes other minor permanent items which are not taxable.

A tax credit of £0.4m has been recognised for corporation tax prior period adjustments, reflecting refinements to prior estimates following changes

in reported results in standalone statutory accounts and the finalisation of permanent disallowable expenditure. A key driver is the submission of

RDEC claims to HMRC for the years ended 31 December 2023 and 31 December 2024, noting an RDEC credit of £0.8m has been recognised in the

Group’s other operating income.

A tax debit of £0.5m has been recognised for deferred tax prior period adjustments, mainly reflecting refinements to the qualifying tax base of

intangible fixed assets (following RDEC claims) and deferred tax not recognised on tax losses.

(c) Factors that may affect future tax charges (unrecognised)

| | 2024
| 2025 | Restated*
| £’000 | £’000
Unrecognised deferred tax asset relating to: | |
Losses | 2,632 | 2,108
Share based payments | 251 | 490
| 2,883 | 2,598

* The prior period has been represented to include the balance relating to deferred tax not recognised on share based payments. No Profit or Loss debit or credit

arises in respect of this representation

No deferred tax asset is recognised in respect of trading losses of £6.9m (2024: £6.7m). The losses may be recoverable in the future, and this

is dependent on subsidiary companies generating taxable profits sufficient to allow the utilisation of these amounts. These deferred tax assets

cannot be offset against profits elsewhere in the Group as they relate to losses brought forward which can only be offset against taxable profits

arising from the same trade in which the losses arose. There is no time limit for utilisation of these tax losses.

No deferred tax asset is recognised in respect of capital losses of £3.7m (2024: £1.8m) as there are no capital profits forecast against which these

losses can be utilised. There is no time limit for utilisation of these tax losses.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

No deferred tax asset is recognised in respect of share based payments of £1.0m (2024: £2.0m). The deferred tax asset may be recoverable in the

future, and this is dependent on whether the applicable shares options held vest in a future period.

(d) Deferred tax

An analysis of the balance sheet movements in deferred tax is as follows:

| 2025 | 2024
| £’000 | £’000
Net deferred tax liability at 1 January | 1,642 | (166)
Research and development tax credits | (26) | –
Deferred tax liability recognised directly in equity | 58 | (88)
Deferred tax charge in income statement for the year from continuing operations | 325 | 1,897
Net deferred tax liability/(asset) at 31 December | 1,999 | 1,642

Net deferred tax liability analysed as:

| 2025 | 2024
| £’000 | £’000
Accelerated capital allowances | (1,159) | (1,433)
Deferred tax liability on separately identifiable intangible assets | 4,455 | 4,410
Deferred tax on financial assets | 234 | 184
Deferred tax on share options | (618) | (616)
Other short-term temporary differences | (330) | (221)
Temporary differences - FRS 102 to IFRS alignment | 216 | -
Total losses recognised | (799) | (682)
| 1,999 | 1,642

At 31 December 2025, the Group has unused trading tax losses of £3.2m available for offset against future profits. See note 16c for commentary

on those balances for which no deferred tax asset is recognised.

At the end of either year there was no unrecognised deferred tax liability for taxes that would be payable on the unremitted earnings of the

Group’s subsidiaries.

Deferred tax charge in income statement relates to the following:

| 2025 | 2024
| £’000 | £’000
Intangible assets recognised on business combinations | (45) | 790
Accelerated capital allowance | (274) | (149)
Deferred tax on financial assets | ((50) | –
Deferred tax on share options | 60 | 40
Other temporary differences | 8 3 | (30)
Temporary differences - FRS 102 to IFRS alignment | (216) |
Trading losses recognised | 117 | (2,548)
Total deferred tax charged in income statement | (325) | (1,897)

| 2025 | 2024
| £’000 | £’000
Deferred tax charge in income statement for the year from continuing operations | (325) | (1,897)
Deferred tax charge in income statement for the year from discontinued operations | – | –
Total deferred tax charged in income statement | (325) | (1,897)

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

17. Intangible assets

Goodwill and brand

| Goodwill | Brand | Total
| £’000 | £’000 | £’000
Cost | | |
At 31 December 2024 | 16,855 | 6,911 | 23,766
At 31 December 2025 | 16,855 | 6,911 | 23,766
Net book value | | |
At 31 December 2025 | 16,855 | 6,911 | 23,766
At 31 December 2024 | 16,855 | 6,911 | 23,766

The carrying amount of goodwill and brand by CGU is summarised below:

| Goodwill | Brand | Goodwill | Brand
| 2025 | 2025 | 2024 | 2024
| £’000 | £’000 | £’000 | £’000
CGUs | | | |
PRIMIS network | 6,950 | 180 | 6,950 | 180
Financial Services segment total | 6,950 | 180 | 6,950 | 180
e.surv | 9,569 | 1,305 | 9,569 | 1,305
Templeton LPA | 336 | – | 336 | –
Surveying & Valuation segment total | 9,905 | 1,305 | 9,905 | 1,305
Your Move and Reeds Rains | – | 3,751 | – | 3,751
LSLi | – | 1,675 | – | 1,675
Estate Agency Franchising segment total | – | 5,426 | – | 5,426
Total | 16,855 | 6,911 | 16,855 | 6,911

Impairment of goodwill and other intangibles with indefinite useful lives

The Group tests goodwill and the indefinite life intangible assets annually for impairment, or more frequently if there are indicators of impairment.

Goodwill and brands acquired through business combinations have been allocated for impairment testing purposes to statutory companies or

groups of statutory companies which are managed as individual CGUs as disclosed in the table above.

Recoverable amount of CGUs

The recoverable amounts of the Financial Services, Surveying & Valuation and Estate Agency Franchising companies have been determined based

on a value-in-use (VIU) calculation using cash flow projections based on financial budgets and forecasts approved by the Board and in the three-

year plan.

Cash flow projections are based on the Group’s three-year plan covering the period 2026 to 2028. Cash flows beyond this period are extrapolated

using a terminal growth rate of 2.0%.

The calculation of value-in-use for each of the Financial Services, Surveying & Valuation and Estate Agency companies is most sensitive to the

following assumptions:

• Discount rates

• Performance in the market

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Discount rates

The pre-tax discount rate applied to cash flow projections used in the VIU models is as follows:

| 2025 | 2024
Financial Services | 16.4% | 16.3%
Surveying & Valuation | 16.5% | 17.3%
Estate Agency Franchising | 15.7% | 15.9%

Cash flows beyond the three-year plan are extrapolated using a 2.0% growth rate (2024: 2.0%). The terminal growth rate of does not exceed

the long-term average growth rate for the UK economy and reflects management’s expectation of long-term sustainable growth in the

relevant markets.

Performance in the market

Management’s impairment assessment incorporates key assumptions reflecting the performance of the market, such as housing transaction

volumes, house price forecasts, mortgage lending trends, market interest rates, and broader economic, legal and technological factors affecting

operations. These assumptions are derived from a combination of internal forecasts and external market data, and are reflected in the revenue

growth, margin and cost projections for each cash-generating unit (CGU).

These assumptions reflect management’s expectations of how each CGU will perform over the three-year forecast period (2026 to 2028) and

are used to calculate the value-in-use of the CGUs. CGU-specific operating assumptions are applied to forecast cash flows and relate to revenue

forecasts and underlying profit margins within each of the operating CGUs. The values ascribed to each assumption vary between CGUs,

as forecasts are built from the underlying business units within each CGU group. The assumptions are based on a combination of historical

performance, observable market trends, and management’s expectations of future market developments.

Sensitivity to changes in assumptions

The Group performed sensitivity analysis on key assumptions, including discount rates (±1.5%) and terminal growth rates (±1%). Under these

scenarios, all CGUs retained sufficient headroom and therefore no impairment required. The most sensitive CGU is e.surv, where a 1.5% increase

in discount rate would reduce headroom by £10.2m but not result in impairment.

Other intangible assets

| Customer | Franchise | | Relationship |
| contracts | agreements | Software | Asset | Total
| £’000 | £’000 | £’000 | £’000 | £’000
Cost | | | | |
At 1 January 2024 | 625 | 12,766 | 19,397 | – | 32,788
Additions | – | – | 2,093 | 9,295 | 11,388
At 31 December 2024 | 625 | 12,766 | 21,490 | 9,295 | 44,176
Additions | – | – | 3,052 | – | 3,052
Disposals | (625) | – | – | – | (625)
At 31 December 2025 | – | 12,766 | 24,542 | 9,295 | 46,603
Amortisation and impairment | | | | |
At 1 January 2024 | 625 | 1,020 | 16,593 | – | 18,238
Amortisation | – | 879 | 1,335 | 774 | 2,988
At 31 December 2024 | 625 | 1,899 | 17,928 | 774 | 21,226
Amortisation | – | 850 | 1,408 | 774 | 3,032
Disposal | (625) | – | – | – | (625)
At 31 December 2025 | – | 2,749 | 19,336 | 1,548 | 23,633
Net book value | | | | |
At 31 December 2025 | – | 10,017 | 5,206 | 7,747 | 22,970
At 31 December 2024 | – | 10,867 | 3,562 | 8,521 | 22,950

At 31 December 2025, the Group’s Relationship Asset has a remaining amortisation period of 10 years.

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OVERVIEW

Notes to the Group Financial Statements continued

Research and development expenditure

During the year, the Group incurred total research and development expenditure of £1.3m (2024: £1.2m) recognised as an expense in the Group

Statement of Profit or Loss and other Comprehensive Income.

18. Property, plant and equipment and right-of-use assets

| | | | Fixtures, fittings |
| Land and | Leasehold | Motor | and computer |
| buildings | improvements | vehicles | equipment | Total
| £’000 | £’000 | £’000 | £’000 | £’000
Cost | | | | |

At 1 January 2024 (restated

1

)

9,018

966

7,226

10,782

27,992

Additions | 424 | – | 1,431 | 939 | 2,794
Disposals | (5,935) | – | (2,446) | (271) | (8,651)
At 31 December 2024 | 3,507 | 966 | 6,211 | 11,450 | 22,134
Additions | 1,692 | – | 1,878 | 1,241 | 4,811
Disposals | (406) | – | (1,129) | (1,073) | (2,608
At 31 December 2025 | 4,793 | 966 | 6,960 | 11,618 | 24,337
Depreciation and impairment | | | | |
At 1 January 2024 | 7,334 | 966 | 3,947 | 8,828 | 21,075
Charge for the year | 539 | – | 1,442 | 1,179 | 3,160
Disposals | (5,902) | – | (2,378) | (221) | (8,501)
At 31 December 2024 | 1,971 | 966 | 3,011 | 9,786 | 15,734
Charge for the year | 710 | – | 1,535 | 1,124 | 3,369
Disposals | (406) | – | (988) | (1,072) | (2,466)
At 31 December 2025 | 2,275 | 966 | 3,558 | 9,838 | 16,637
Net book value | | | | |
At 31 December 2025 | 2,518 | – | 3,402 | 1,780 | 7,700
At 31 December 2024 | 1,536 | – | 3,200 | 1,664 | 6,400
Property, plant and equipment | – | – | – | 1,780 | 1,780
Right-of-use assets | 2,518 | – | 3,402 | – | 5,920

1 Refer to note 36 to the financial statements

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

19. Financial assets

Restated

1

| 2025 | 2024
| £’000 | £’000
(a) Financial assets at fair value through other comprehensive income (FVOCI) | |
Unquoted shares at fair value | – | –
(b) Financial assets at fair value through income statement (FVPL) | |
Unquoted shares at fair value (Openwork units and Twenty7Tec) | 963 | 762
Contingent consideration receivable | – | 5,772
(c) Financial assets at amortised cost | |
Investment in sublease | 295 | 832
Loan to joint venture | 13,840 | 7,607
Loans to franchisees and appointed representatives | 3,650 | 1,769
| 18,748 | 16,742
Non-current assets | 2,917 | 2,111
Current assets | 15,831 | 14,631
| 18,748 | 16,742

1 Refer to note 36 to the financial statements

(a) Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (FVOCI) include unlisted equity instruments which are carried at fair value and

measured using level 3 valuation techniques. The Group holds an equity instrument in Global Property Ventures and NBC Property Master Limited

which is carried at £nil value.

(b) Financial assets at fair value through income statement

Financial assets through profit or loss (FVPL) include unquoted units in Twenty7Tec Group Limited and Openwork Partnership LLP, and contingent

consideration receivable which are carried at fair value and measured using level 2 valuation technique. During the period, the following gains

were recognised in the income statement:

| 2025 | 2024
| £’000 | £’000
Fair value gains on equity investments at FVPL recognised in other operating costs | 201 | 482
Fair value (losses)/gains on contingent consideration recognised as exceptional | (230) | 163
Finance income recognised on contingent consideration receivable | – | 738

Openwork Units

As at 31 December 2025, the fair value of the Group’s investment in units held in The Openwork Partnership LLP increased to £0.6m (31 December

2024: £0.4m) due to a fair value adjustment of £0.2m recognised in the year. Our valuation is based on the actual strike price in the most recent

trading window.

Twent y7Tec

The Group’s holdings in equity instrument in Twenty7Tec Group Limited remained at £0.4m (31 December 2024: £0.3m). This is based on an

external valuation of the business and is therefore indicative of a fair value.

Contingent Consideration Receivable

Contingent consideration of £5.5m in relation to the disposals of EFS, Group First and RSC in H1 2023, was fully repaid in 2025.

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OVERVIEW

Notes to the Group Financial Statements continued

(c) Financial assets measured at amortised cost

Financial assets measured at amortised cost include investment in subleases, loan notes receivable and loans to franchisees and

appointed representatives.

Investment in subleases

The Group recognises an investment in sublease in scenarios where it is an intermediate lessor, and the sublease is classified as finance lease. On

recognition, the investment in sublease is valued as the remaining fixed payments due from the sublessor, discounted at the discount rate implicit

in the headlease. The Group recognises finance income over the remaining life of the leases. An expected credit loss has been provided against the

investment in sublease of £0.1m (2024: £0.1m), applying a 12-month expected credit loss model.

Loans to franchisees and appointed representatives

The loans to franchisees and appointed representatives balance includes loans to franchisees in the Estate Agency Franchising segment and loans

to appointed representatives in Financial Services.

The franchisee loans reflect drawdowns on agreed facilities which have availability over a range of periods from 31 December 2024 to

31 December 2025, are repayable in full over an agreed period and may bear fixed rate interest. The Group has issued franchisee loans of £2.7m

(2024: £1.1m) during the period, received principal repayments of £1.3m (2024: £0.4m) and recognised finance income of £0.3m (2024: £0.1m).

An expected credit loss has been provided against the facility of £0.01m (2024: £0.1m) applying a 12-month expected credit loss model.

The Group issues loans to appointed representatives in the normal course of business and on standard terms, the duration is typically three years,

and the loans are offered on an interest-free basis. The Group has issued loans to appointed representatives of £0.6m (2024: £0.4m) during the

year and received principal repayments of £0.5m (2024: £1.3m) and recognised finance income of £0.1m (2024: £0.1m). An expected credit loss

has been provided against the remaining facility of £0.1m (2024: £0.1m), applying a 12-month expected credit loss model.

Loans notes receivables

In 2025, the Group provided further funding of £5.3m (2024: £7.6m) to its joint venture Mottram TopCo Limited in the form of 10% unsecured

loan notes. Finance income of £0.9m (2024: £nil) was recognised in 2025. The loan notes are fully repaid in January 2026, see note 33 for

further detail.

20. Investment in joint venture

| 2025 | 2024
| £’000 | £’000
Opening balance | 11,585 | 9,359
Equity investment in Pivotal Growth | 2,605 | 2,232
Equity accounted profit | 1,195 | 107
Adjustment for non-controlling interests | (397) | (113)
Closing balance | 14,988 | 11,585

Pivotal Growth

The Group is party to one joint venture, Mottram TopCo Limited. As at 31 December 2025, the Group holds a 46.8% (2024: 46.5%) shareholding

in Mottram TopCo Limited and has joint control by virtue of its holding of 50% of the voting shares in Mottram TopCo Limited and through rights

granted to it under a joint venture agreement.

Mottram TopCo Limited holds a 100% shareholding in Mottram MidCo Limited which in turn holds a 87.1% shareholding in Pivotal Growth Limited

(Pivotal) (2024: 85.1%). Mottram TopCo and Mottram MidCo are both holding companies. Pivotal invests in direct-to-consumer (D2C) financial

services advice (mortgage and protection) brokerages to help them build long-term sustainable value. Pivotal’s principal place of business is the

United Kingdom.

As at 31 December 2025, the Group did not have any commitments or contingent liabilities relating to Pivotal.

A further £2.6m equity investment was made by the Group during the year (2024: £2.2m). In September 2025, the Group provided £5.3m (2024:

£7.6m) funding by means of loan notes, which are repayable in 2026 (refer to note 19 for further details).

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

The summarised financial information of Pivotal, which is accounted for using the equity method, is presented below:

| 2025 | 2024
| £’000 | £’000

Mottram TopCo balance sheet

1

:

Non-current assets | 96,341 | 55,002
Current assets (excluding cash and cash equivalents) | 9,744 | 4,757
Cash and cash equivalents | 8,641 | 7,641
Current liabilities | (46,348) | (26,513)
Non-current liabilities | (27,332) | (10,647)
Net assets | 41,046 | 30,240
Less: net assets attributable to non-controlling interests | (313) | 84
Net assets attributable to Pivotal | 40,733 | 30,324

LSL share of Pivotal’s net assets

1

14,988

11,585

1. Mottram TopCo Limited prepares its financial statements in accordance with FRS102. In accordance with IAS 28, LSL’s share of the joint venture’s assets is adjusted

to reflect LSL’s accounting policies. The adjustments primarily relate to the changes in accounting policy regarding goodwill and share-based payments.

| | Restated
| 2025 | 2024
| £’000 | £’000
Pivotal results: | |
Revenue | 95,129 | 60,290
Operating expenses | (89,383) | (60,153)
Operating profit | 5,746 | 137
Finance income | 94 | 16
Finance costs | (1,996) | -
Profit before tax | 3,844 | 152
Taxation | (1,731) | (52)
Profit after tax | 2,113 | 100
Attributable to NCI of Pivotal | 397 | 113
Attributable to Mottram TopCo | 1.716 | (13)
LSL share of post-tax profit/(loss) from joint venture | 798 | (6)

The above Pivotal results for the period ended 31 December 2025 includes the following:

| 2025 | 2024
| £’000 | £’000
Depreciation | (559) | (297)
Amortisation | (452) | (434)

There was no other comprehensive income recognised in Pivotal during the year.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

21. Trade and other receivables

Restated

1

| 2025 | 2024
| £’000 | £’000
Current | |
Trade receivables | 5,693 | 5,012
Prepayments | 6,795 | 6,135
Accrued income | 10,060 | 10,850
Other debtors | 2,478 | 2,164
| 25,026 | 24,161

The accrued income balance is expected to be settled within three months of the year

end date.

Accrued income of £10.1m primarily relates to valuation services performed but not yet invoiced at year end and franchise fees earned under

contractual arrangements. These amounts are expected to be billed and settled within three months. Accrued income represents amounts for

which the Group has an unconditional right to payment and therefore is classified as a receivable rather than a contract asset under IFRS 15.

Other debtors of £2.5m include PI insurance recoveries (£0.3m) and operational receivables from franchisees and appointed representatives

(£2.2m).

Trade receivables are non-interest-bearing and are generally on 4 to 30 day terms depending on the services to which they relate. As at

31 December 2025, trade receivables and accrued income with a nominal value of £5.6m (2024: £4.6m) were provided for. Set out below is the

movement in the allowance for expected credit losses of trade receivables and accrued income:

Restated

1

| 2025 | 2024
| £’000 | £’000
At 1 January | 4,574 | 3,658
Provision for expected credit losses | 3,543 | 2,061
Amounts written off | (2,468) | (1,146)
At 31 December | 5,649 | 4,574

The Group applies the IFRS 9 expected credit loss model using the simplified approach, whereby a provision matrix is applied based on the ageing

of trade receivables, historical default rates, and forward-looking information. The ECL provision increased to £5.6m (2024: £4.6m), reflecting

higher exposure to overdue balances, particularly those greater than 120 days past due, and management’s updated assessment of the current

economic environment.

As at 31 December, an analysis of gross trade receivables and accrued income by credit risk rating grades is as follows:

| | Neither past due | | | 60 – 90 | 90 – 120 |
| Total | nor impaired | <30 days | 30-60 days | days | days | > 120 days
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
2025 | 21,402 | 10,573 | 3,895 | 849 | 544 | 669 | 4,872
2024 | 20,436 | 10,220 | 3,588 | 706 | 414 | 223 | 5,285

The expected credit loss rate applied by ageing bracket has been disclosed below:

| Neither past due | | | 60 – 90 | 90 – 120 |
| nor impaired | <30 days | 30-60 days | days | days | > 120 days
2025 | 0.00% | 10.06% | 14.53% | 22.22% | 19.20% | 67.24%

Restated

1

2024

0.02%

13.11%

17.51%

34.21%

37.14%

69.75%

1 Refer to note 36 to the financial statements

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

22. Cash and cash equivalents

Bank overdrafts reflect the aggregate overdrawn balances of Group companies (even if those companies have other positive cash balances). The

overdrafts are held with the Group’s relationship banks.

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following at 31 December:

| 2025 | 2024
| £’000 | £’000
Cash and cash equivalents | 67,050 | 60,663
Bank overdrafts | (39,253) | (28,264)
Cash and cash equivalents | 27,797 | 32,399

23. Trade and other payables

Restated

1

| 2025 | 2024
| £’000 | £’000
Current | |
Trade payables | 9,665 | 9,793
Other taxes and social security payable | 7,687 | 6,120
Other payables | 2,866 | 2,981
Accruals | 13,791 | 15,185
Commission refund liability | 2,801 | 3,414
| 36,810 | 37,493

1 Refer to note 36 to the financial statements

Commission refund liability

Certain subsidiaries earn commissions on the sale of life assurance and general insurance products with terms from one to four years which are

cancellable without a notice period, and if cancelled within a set period, require that a portion of the commission earned must be repaid. The

subsidiaries do not hold insurance risk on the life assurance and general insurance products sold.

Commission income is recognised in accordance with IFRS 15 Revenue from Contracts with Customers. The potential obligation to repay

commission gives rise to variable consideration, which is constrained to the extent that it is highly probable that a significant reversal of recognised

revenue will not occur.

The commission refund liability is recognised as a reduction in revenue at the point commission income is recognised. The liability represents

management’s best estimate of commissions that will be clawed back for insurance products sold that may be cancelled in future periods and

is calculated based on historic cancellation experience. If average lapse rates across all products sold were to increase by 1.0%, the total liability

would increase by £0.2m.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

24. Financial liabilities

Restated

1

| 2025 | 2024
| £’000 | £’000
Current | |
IFRS 16 lessee financial liabilities | 2,354 | 2,289
Contingent consideration | 3,259 | 3,306
| 5,613 | 5,595
Non-current | |
IFRS 16 lessee financial liabilities | 4,148 | 3,493
| 4,148 | 3,493

1 Refer to note 36 to the financial statements

Bank loans – RCF and overdraft

In accordance with the terms at 31 December 2025, the utilisation of the RCF may vary each month as long as this does not exceed the maximum

£60.0m facility (2024: £60.0m). The Group’s overdraft is also secured on the same facility, and the combined overdraft and RCF cannot exceed

£60.0m (2024: £60.0m).

In January 2025, LSL amended and restated the RCF facility, the renewed facility now runs to January 2030 with the same limit of £60.0m.

The Group’s revolving credit facility (RCF) was undrawn as at the year end (2024: undrawn). Any amounts drawn under the RCF are secured via

cross guarantees issued from the following businesses: LSL Property Services plc, Your-Move.co.uk Limited, Reeds Rains Limited, e.surv Limited,

Lending Solutions Holdings Limited, First Complete Limited, New Daffodil Limited, St Trinity Limited, LSL Corporate Client Services Limited, Advance

Mortgage Funding Limited, Personal Touch Financial Services Limited, Personal Touch Administration Services Limited, LSLi Limited and Vitalhandy

Enterprises Limited.

Fees payable on the RCF amounted to £0.7m during the year (2024: £0.6m) including amortisation of arrangement fees and non-utilisation fees.

Contingent consideration

| 2025 | 2024
| £’000 | £’000
TenetLime | 3,259 | 3,306
Total contingent consideration | 3,259 | 3,306
Opening balance | 3,306 | 65
Acquisition | – | 3,600
Cash paid | – | (65)
Amounts recorded through income statement | (47) | (294)
Closing balance | 3,259 | 3,306

Contingent consideration payable is measured at fair value using a discounted cash flow approach. The most significant unobservable inputs are

adviser retention levels, forecast profitability and the discount rate applied to expected future payments.

TenetLime Limited

On 2 February 2024, the Group acquired the entire issued share capital of TenetLime Limited (TenetLime), a subsidiary of Tenet Group Limited

(Tenet Group). The value of the company was concentrated in the contracts with the appointed representative firms. Consequently, the

transaction has been accounted for as an asset acquisition. A relationship intangible asset of £9.3m has been recognised, please refer to note 17.

The cost paid for the relationship intangible asset represents initial consideration of £5.7m and contingent consideration of £3.6m. The contingent

consideration is based on the retention rate of firms within LSL’s PRIMIS network 12 months after the transaction completed.

As part of the purchase agreement, Tenet Group agreed to provide a number of services to LSL after the transaction. Subsequent to the purchase,

LSL was notified that Tenet Group Limited entered administration on 5 June 2024. As at the 31 December 2025, there are no additional liabilities

recognised as a result of the administration, though £0.6m of exceptional costs were incurred during the year (2024: £0.5m, see note 9).

Management have assessed the potential future costs that may arise for LSL due to Tenet Group Limited’s administration and is currently in

discussions with the administrators regarding these costs. As at the reporting date, the Group had no legal or constructive obligation for any future

costs that may arise. Additionally, discussions are ongoing with the administrators to offset these amounts against the contingent consideration

payable, which was originally due in H1 2025 but has been delayed due to an extension of the administration process to June 2026.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

25. Provisions for liabilities

| | | | Appointed | |
| PI claim | Dilapidation | Restructuring | representative | |
| provisions | provision | provision | provision | Other | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000

Balance at 1 January 2025 (restated

2

)

2,575

5,110

918

1,247

571

10,421

Transferred from trade and other

payables

1

–

–

–

543

–

543

Provided in financial year | 2,650 | 16 | 549 | 1,615 | – | 4,830
Amount utilised | (153) | (383) | (441) | (1,790) | – | (2,767)
Amount released | (751) | (652) | (30) | – | (571) | (2,004)
Unwinding of discount | – | 245 | – | – | – | 245
Balance at 31 December 2025 | 4,321 | 4,336 | 996 | 1,615 | – | 11,268
Current liabilities | 1,030 | 3,396 | 996 | 844 | – | 6,266
Non-current liabilities | 3,291 | 940 | – | 771 | – | 5,002
| 4,321 | 4,336 | 996 | 1,615 | – | 11,268

1

During the period, the Group has reclassified £0.5m of opening balances from commission refund liability within trade and other payables to appointed

representative provision. This reclassification reflects a more appropriate presentation of the balance, which relates to obligations that are uncertain in timing or

amount and meet the definition of a provision under IAS 37

2 Refer to note 36 to the financial statements

PI claim provisions

PI claim provisions of £4.3m relate to the Surveying & Valuation Division (£3.6m) and Financial Services Division (£0.7m).

PI claim provision – Surveying & Valuation

The PI claim provision is to cover the costs of claims that arise during the normal course of business. The PI claim provision includes both valuation

and defect claims and provides for claims already received from clients and claims yet to be received. The provision is management’s best estimate

of the likely outcome of such claims, taking account of the incidence of such claims and the size of the loss that may be borne by the claimant,

after taking account of actions that can be taken to mitigate losses.

The PI claim provision will be utilised as individual claims are settled, and the settlement amount may vary from the amount provided depending

on the outcome of each claim. PI claim provisions are not discounted as the timing of settlement is uncertain and the effect of discounting is not

considered material. Based on past experience, a significant proportion of the provision has historically been settled after more than 12 months.

As a result, a substantial portion of the provision has been classified as non-current. As of 31 December 2025, the total provision for PI claim was

£3.6m. The Directors have considered the sensitivity analysis on the key risks and uncertainties discussed above.

The increase in the provision during the year was due to professional indemnity claims being notified to the Group’s Surveying & Valuation Division

in relation to historic valuation engagements. Currently, these matters are at an early stage of investigation and in accordance with IAS 37, further

information about the potential financial effect and related uncertainties has not been disclosed because it could prejudice the Group’s position in

any dispute.

Valuation claims:

Cost per claim

A substantial element of the PI claim provision relates to specific claims where disputes are ongoing. These specific claims have been separately

assessed and specific provisions have been made. The average cost per claim has been used to calculate the claims incurred but not yet reported

(IBNR). Should the costs to settle and resolve these specific claims and future claims increase by 10%, an additional £0.1m would be required.

Rate of claim

The IBNR assumes that the rate of claim for the high-risk lending period reduces over time. Should the rate of reduction be lower than anticipated

and the duration extended, further costs may arise. An increase of 30% in notifications more than that assumed in the IBNR calculations would

increase the required provision by £0.2m.

Defect claims:

The Group also provides for defect claims, whereby it is found that a property has a defect which was not identified when the survey was

performed. The value provided for each received claim is the expected value of that claim. To assess the value of future claims incurred but not yet

received (IBNR), analysis is performed on the number of surveys that lead to future claims and the average cost per claim.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

PI claim provision – Financial Services

The PI claim provision is to cover the costs of claims that arise during the normal course of business. The PI provision provides for both claims

which have been received from customers and claims yet to be received (IBNR). The Group calculates a provision for claims expected to be

received based on the historical rate of claims, average cost per claim and the time which elapses between the advice being provided and the

claim being raised. In addition, an asset is recognised for the estimated recoveries from professional indemnity insurance. The provision is

presented gross of amounts due from insurers which form part of other debtors included in note 21.

As at 31 December 2025, the total provision for Financial Services PI was £0.5m (2024: £0.4m), including a provision for received claims of £0.3m

(2024: £0.2m) and IBNR of £0.2m (2024: £0.2m). The Group has recognised an asset of £0.3m (2024: £0.3m) against received claims in other

debtors at 31 December 2025.

Dilapidation provision

The Group recognises its obligation to make good its leased properties when it becomes probable that there will be an economic outflow and a

reliable estimate can be made, this is typically where notice has been served to the landlord and there is an agreed exit date.

During 2023, the Group entered into a number of ‘right to occupy’ agreements with its estate agency franchisees. The right to occupy agreements

relate to leases held by the Group that are due to be novated to the franchisees. They set out the Group’s obligations to the franchisees, regarding

the making good of existing modifications to the leased properties incurred during the Group’s tenancy, which will be payable to the franchisees

at the point of novation. The calculation of the Group’s dilapidation settlement provision is based on an average cost rate per square foot, for

damages already incurred during the Group’s occupancy. The average cost rate per square foot applied in 2025 was £19.83 (2024: £18.50).

The provision is discounted using a risk-free discount rate based on expected date of novation of the lease. The discount rate applied in 2025 was

3.8% (2024: 4.2%).

If the average rates applied were to increase by 10% this would result in an increase in the overall provision of £0.4m, if they were to decrease

by 10% this would result in a reduction of the same amount. If the discount rate was to increase by 1.0% this would result in a decrease in the

provision of £0.1m, if the discount rate was to decrease by 1.0% this would result in an increase in the provision of the same amount. Management

has concluded the provision to be the best estimate of the expenditure required to settle present obligations at the end of the reporting period.

Appointed representative provision

The Group recognises an provision for expected cash outflows on commission clawbacks arising after the termination, suspension or resignation

of appointed representatives (ARs) within the Financial Services Division, to the extent not recoverable from these ARs. This is separate from the

IFRS 15 commission refund liability recorded against revenue for expected clawbacks on the Group’s own commissions while AR relationships

remain active.

The liability represents management’s best estimate of commissions that will be clawed back for insurance products sold that may be cancelled

in future periods and is calculated based on historic cancellation experience. If average lapse rates increase by 1.0%, the total provision would

increase by £0.1m.

Restructuring provision

The restructuring provision recognised relates to costs associated with the disposal of the owned branch network (£0.9m), and restructuring of the

Land and New Homes business (£0.1m, refer to note 9).

The costs associated with the disposal of the owned branch network includes committed branch works (£0.6m) and legal costs for the novation of

leases to franchisees (£0.3m).

Other – claims indemnity provision and contingency

Included in the sale agreement of LMS was a four year claims indemnity of £2.0m, for which the Group has previously provided £0.6m for certain

claims, which it considers to be the most likely outcome. The Group disposed of LMS in 2021, and therefore the four year limit has now elapsed.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

26. Leases

Group as a lessee

At the year ended 31 December 2025, the Group has the following in regards to leases in the Group Balance Sheet.

| | 2025 | | | 2024 |
| Property | Motor vehicles | Total | Property | Motor vehicles | Total
Right-of-use assets | £’000 | £’000 | £’000 | £’000 | £’000 | £’000
1 January | 1,536 | 3,201 | 4,737 | 1,684 | 3,279 | 4,963
Additions | 1,692 | 1,878 | 3,570 | 424 | 1,431 | 1,855
Disposals | – | (142) | (142) | (33) | (67) | (100)
Depreciation | (710) | (1,535) | (2,245) | (539) | (1,442) | (1,981)
Transfer to investment in sublease | – | – | – | – | – | –
31 December | 2,518 | 3,402 | 5,920 | 1,536 | 3,201 | 4,737

These are included in the carrying amounts of property, plant and equipment on the face of the Group Balance Sheet and have been included

in note 18.

| 2025 | 2024
Lease liabilities | £’000 | £’000
1 January | 5,782 | 8,340
Additions | 3,543 | 1,855
Interest expense | 534 | 455
Disposals | (335) | (1,518)
Repayment of lease liabilities | (3,020) | (3,350)
31 December | 6,504 | 5,782

The Group added £3.5m (2024: £1.9m) of new lease liabilities in the year. The weighted average discount rate applied across the Group for these

additions was 9.9% (2024: 10.6%)

Maturity of these lease liabilities undiscounted is analysed as follows:

| £’000 | £’000 | £’000
| Property | Vehicles | Total
Current lease liabilities | 995 | 1,794 | 2,789
Non-current lease liabilities | 2,583 | 2,265 | 4,848
31 December 2025 | 3,578 | 4,059 | 7,637

These are included in non-current and current financial liabilities on the face of the Group Balance Sheet and have been included in note 24.

Maturity analysis of the future cash flows of lease liabilities has been included in note 31.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Group Financial Statements continued

Group as a lessor

Following the transition of the Group’s entire owned Estate Agency network to franchises in 2023, the Group has become an intermediate lessor

on premises it leased whilst owning the estate agency network, that are now operated by franchisees. In such situations, the Group has maintained

the head lease with the original lessor and has entered a sublease with the franchisee until the head lease transfers or expires.

The Group has determined that these subleases are finance leases, as substantially all the risks and rewards incidental to ownership of the

right-of-use assets are transferred to the franchisees. On commencement of the sublease, the Group derecognises the related right-of-use asset

and recognises a net investment in the sublease. on its balance sheet. The Group in 2025 has received £0.5m (2024: £1.0m) of repayments from

the franchisees in relation to the subleases, with finance income of £0.1m (2024: £0.1m) being recognised.

These leases have a term of up to five years. Although the risks associated with rights that the Group retains in underlying assets are not

considered to be significant, the Group employs strategies to further minimise these risks. For example, including clauses to enable periodic

upward revision of the rental charge in line with the head lease.

The maturity analysis of lease receivables, including the undiscounted lease payments to be received are as follows:

| 2025 | 2024
| £000 | £000
Less than 1 year | 159 | 527
1-2 years | 80 | 306
2-3 years | 47 | 82
3-4 years | 23 | 41
4-5 years | – | 9
| 309 | 965
Unearned finance income | (14) | (133)
Net investment in sublease (Note 19) | 295 | 832

The following shows how lease income and expenses have been included in the income statement and cash flow statement, broken down

between amounts charged to operating profit and amounts charged to finance costs:

| 2025 | 2024
| £’000 | £’000
Depreciation of right-of-use assets: | |
Property | (710) | (539)
Vehicles | (1,535) | (1,442)
Short-term and low value lease expense (Note 10) | (1,747) | (1,992)
Sublease income | 1,527 | 1,992
Charge to operating profit | (2,465) | (1,981)
Interest expense related to lease liabilities | (534) | (455)
Interest income related to investment in sublease | 29 | 96
Charge to profit before taxation | (505) | (359)
Cash (outflow) relating to operating activities | (505) | (359)
Cash inflow relating to investing activities | 489 | 1,046
Cash outflow relating to financing activities | (2,487) | (2,895)
Total net cash (outflow) relating to leases | (2,503) | (2,208)

At the 31 December 2025, the Group had not entered into any leases to which it was committed but had not yet commenced.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

27. Share capital

| 2025 | | 2024 |
| Shares | £’000 | Shares | £’000
Authorised: | | | |

Ordinary shares of 0.2 pence each

Issued and fully paid:

500,000,000

1,000

500,000,000

1,000

At 1 January | 105,158,950 | 210 | 105,158,950 | 210
At 31 December | 105,158,950 | 210 | 105,158,950 | 210

Each issued, called-up and fully paid ordinary share of 0.2p is a voting share in the capital of the Company, is entitled to participate in the profits of

the Company.

28. Reserves

Share premium

The amount subscribed for share capital in excess of nominal value less any costs attributable to the issue of new shares.

Share-based payment reserve

The share-based payment reserve is used to record the value of equity-settled share-based payment provided to the employees, as part of their

remuneration. Note 15 gives further details of these plans.

Shares held by employee benefit trust (EBT) and share incentive plan (SIP)

Shares held by EBT represent the cost of LSL shares purchased in the market and held by the Employee Benefit Trust and the Share Incentive Plan

(SIP) to satisfy future exercise of options under the Group’s employee share options schemes. The EBT and SIP are treated as an extension of

the Group.

At 31 December 2025, the Trust held 142,244 (2024: 174,248) LSL shares at an average cost of £3.86 (2024: £3.86), and the SIP held 871,803

(2024: 951,904) LSL shares at an average cost of £0.88 (2024: £0.88). The market value of the LSL shares at 31 December 2025 was £2.7m (2024:

£3.4m). The nominal value of each share is 0.2 pence.

Treasury shares

Treasury shares represent the cost of LSL shares purchased in the market under the Group’s share buy-back programmes, including the

programme initiated in 2022 and the £7m programme announced in April 2024, which completed in January 2026 following the repurchase of

ordinary shares up to the maximum consideration. In January 2026, the Board announced the launch of a new £12m share buy-back programme.

At 31 December 2025, LSL had repurchased 3,356,874 (2024: 1,458,933) LSL shares at an average cost of £2.94 (2024: £3.31). The market value of

the LSL shares at 31 December 2025 was £8.8m (2024: £4.4m). The nominal value of each share is 0.2 pence.

Fair value reserve

The fair value reserve is used to record the changes in fair value of equity financial assets that the Group has elected to recognise through OCI.

29. Pension costs and commitments

The Group operates defined contribution pension schemes for certain Executive Directors and certain employees. The assets of the schemes are

held separately from those of the Group in independently administered funds, the total contributions to the defined contribution schemes in the

year were £4.7m (2024: £4.4m). At the 31 December 2025, there were outstanding pension contributions of £0.6m (2024: £0.6m) included in

trade and other payables.

30. Client monies

As at 31 December 2025, monies held by the Group on behalf of franchisees in separate bank accounts in relation to client monies amounted to

£69.8m (2024: £68.4m). Neither this amount, nor the matching liabilities to the clients concerned are included in the Group Balance Sheet since

these funds belong to clients.

Client funds are protected by the Financial Services Compensation Scheme (FSCS) under which the Government guarantees amounts up to

£120,000. This guarantee applies to each individual client, not the total of deposits held by LSL.

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OVERVIEW

Notes to the Group Financial Statements continued

31. Financial instruments – risk management

The Group’s principal financial instruments comprise of cash and cash equivalents with access to a further £60m revolving credit facility which is

undrawn at the balance sheet date, and in January 2025, it was extended to January 2030. The main purpose of these financial instruments is to

raise finance for the Group’s operations and support its capital allocation policy. The Group has various financial assets and liabilities such as trade

receivables, cash and short-term deposits and trade payables, which arise directly from its operations.

The Group is exposed through its operations to the following financial risks:

• interest rate risk;

• liquidity risk; and

• credit risk.

Policy for managing these risks is set up by the Board following recommendations from the Group Chief Financial Officer. Certain risks are

managed centrally, while others are managed locally following communications from the centre. The policy for each of the above risks is described

in more detail below.

Interest rate risk

The Group’s exposure to the risk of changes in market interest rates relates primarily to the use of the Group’s RCF. The RCF incurs interest on

drawings at a variable rate, based on the Bank of England base rate plus a margin and this policy is managed centrally by the Group treasury

function. The subsidiaries are not permitted to borrow from external sources directly without approval from the Group treasury function. The

Group does not currently have any derivatives in place for interest rate hedging and continues to monitor the market for any opportunities to do

so that would be beneficial to the Group to put in place.

The Group has not drawn down on its RCF during the year to 31 December 2025 and therefore has incurred no interest, the amount shown in

finance costs relates to the amortisation of facility fees and non-utilisation fees.

Liquidity risk

The Group aims to mitigate liquidity risk by managing cash generation by its operations and capital allocation policy. An Investment Committee is

in place to review investment proposals and the performance of previous investments against the original business cases and Group hurdle rate,

and to identify any learnings for future capital allocation decisions. The work of the Investment Committee allows the Board to assess the Group’s

projected near and medium-term capital requirements. This facilitates an appropriate capital structure and capital allocation policy, taking into

account economic conditions, the Group’s improved resilience to market cycles and organic and inorganic opportunities. In this way the Group

aims to maintain a good credit rating to facilitate fundraising. The Group has net current assets in the current year. The requirement to pay

creditors is managed through future cash generation and, if required, from the RCF.

The Group manages liquidity risk by maintaining adequate reserves, via ongoing assessment of projected cash flows from operations and actual

cash flows. This includes consideration of the maturity of both its financial investments and financial assets (e.g. accounts receivable, and other

financial assets). The Group’s objective is to maintain a balance between continuity of funding and flexibility for its capital allocation policy.

Cash at the bank earns interest at floating rates based on daily bank overnight deposit rates. Short term deposits are made for varying periods of

time depending on the immediate cash requirements of the Group and earn varying interest rates. The fair value of net cash and cash equivalents

is £27.8m (2024: £32.4m). At 31 December 2025, the Group had available £60.0m of undrawn committed borrowing facilities, of which the Group

could have drawn £60.0m under the terms of the facility (2024: the Group had available £60.0m of undrawn committed borrowing facilities, of

which the Group could have drawn £33.0m).

The table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2025 based on contractual undiscounted

payments:

Year ended 31 December 2025

| | Less than | | | |
| On demand | 3 months | 3 to 12 months | 1 to 5 years | > 5 years | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Trade payables | – | 9,665 | – | – | – | 9,665
Other payables | – | 24,343 | – | – | – | 24,343
Overdraft | 39,253 | – | – | – | – | 39,253
Contingent consideration | – | – | 3,259 | – | – | 3,259
Lease liabilities | – | 588 | 1,765 | 3,553 | 595 | 6,501
| 39,253 | 33,596 | 5,024 | 3,553 | 595 | 83,021

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Year ended 31 December 2024 (restated

1

)

| | Less than | | | |
| On demand | 3 months | 3 to 12 months | 1 to 5 years | > 5 years | Total
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000
Trade payables | – | 9,793 | – | – | – | 9,793
Other payables | – | 24,286 | – | – | – | 24,286
Overdraft | 28,264 | – | – | – | – | 28,264
Contingent consideration | – | – | 3,306 | – | – | 3,306
Lease liabilities | – | 573 | 1,716 | 3,406 | 87 | 5,782
| 28,264 | 34,652 | 5,022 | 3,406 | 87 | 71,431

1 Refer to note 36 to the financial statements

The liquidity risk of each Group entity is managed centrally by the Group Treasury function. The Group’s cash requirement is monitored closely. All

surplus cash is held centrally to achieve higher interest income. The type of cash instrument used and its maturity date will depend on the Group’s

forecast cash requirements. The Group has a RCF with a syndicate of major banking corporations to manage longer term borrowing requirements.

Capital management

The primary objective of the Group’s capital management is to ensure that it maintains appropriate capital structure to support its business

objectives, including any capital adequacy requirements, and maximise shareholder value. The capital structure of the Group consists of cash

and cash equivalents and equity attributable to the shareholders comprising issued capital, reserves and retained earnings as disclosed in the

statement of changes in equity.

The Group does not have a current ratio of Net Bank Debt to EBITDA (2024: nil) due to a net cash position of £27.8m (2024: net cash £32.4m) and

underlying operating profit of £32.6m (2024: £27.8m). The business is cash generative with a low capital expenditure requirement. The Group

remains committed to its stated dividend policy of 30% of Group Underlying Operating Profit after interest and tax. The Board has reviewed the

policy in line with the risks and capital management decisions facing the Group.

Credit risk

The Group is exposed to credit risk in respect of revenue transactions. It is Group policy, implemented locally, to obtain appropriate details of new

customers before entering into contracts.

Estate Agency Franchising’s and Financial Services’ highest risk exposure is in relation to loans to franchisees and appointed representatives and

their ability to service their debt. The Directors have established a credit policy under which each new franchisee and appointed representative are

analysed individually for creditworthiness before a loan is offered. The Company’s review includes external ratings, when available, and in some

cases bank references.

Risk of exposure to non-return of cash on deposit is managed by placing funds with lenders who form part of the Group’s agreed banking facility

syndicate, which comprises several leading UK banks.

The majority of the Surveying & Valuation customers and those of the asset management business are large financial institutions and as such, the

credit risk is not expected to be significant. The maximum credit risk exposure relating to financial assets is represented by the carrying value as at

the balance sheet date.

Financial instruments are grouped on a subsidiary basis to apply the expected credit loss model. The chosen method of recognising the expected

credit loss across the Group is the simplified approach allowing a provision matrix to be used, which is based on the expected credit life of trade

receivables, historic default rates and forward-looking information. Trade receivable balances are written off when the probability of recovery is

assessed as being remote.

Fair values of financial assets and financial liabilities

There are no differences between the carrying amounts and fair values of all of the Group’s financial instruments that are carried in the

Financial Statements.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation technique:

• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

• Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or

indirectly; and

• Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

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OVERVIEW

Notes to the Group Financial Statements continued

The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:

| Total | Level 1 | Level 2 | Level 3
2025 | £’000 | £’000 | £’000 | £’000
Assets measured at fair value | | | |
Financial assets | 963 | – | 963 | –
Liabilities measured at fair value | | | |
Contingent consideration payable | 3,259 | – | – | 3,259

| Total | Level 1 | Level 2 | Level 3
2024 | £’000 | £’000 | £’000 | £’000
Assets measured at fair value | | | |
Financial assets | 762 | – | 762 |
Liabilities measured at fair value | | | |
Contingent consideration payable | 3,306 | – | – | 3,306

The reconciliation of the opening and closing balance for financial assets measured using level 3 technique is as follows:

| £’000
Opening balance as at 1 January 2025 | 5,772
Fair value remeasurement | (230)
Receipts | (5,542)
Closing balance as at 31 December 2025 | –

The fair value of financial assets that are not traded in the open market is £1.0m (2024: £0.8m), these are valued using Level 2 technique in

accordance with the fair value hierarchy and management use all relevant and up to date information to arrive at their judgement.

The contingent consideration payable relates to amounts payable in the future on the assets acquired from TenetLime in February 2024. The

consideration calculated is based on the retention rate of firms within LSL’s PRIMIS network 12 months after the transaction completed. Further

details of the contingent consideration payable are disclosed in note 24.

The only unobservable input used in the valuation is the discount rate, which has been estimated at 4.3%. An increase in the discount rate of 1%

would result in a decrease in the fair value of the contingent consideration of £0.02m. A corresponding decrease in the discount rate would result

in an increase in the fair value.

32. Related party transactions

As disclosed in note 20, LSL have one joint venture partner, Mottram Topco.

Transactions with Mottram Topco (Pivotal Growth) and its subsidiaries

| 2025 | 2024
| £’000 | £’000
Revenue recognised | 3,509 | 3,551
Trade receivables at 31 December | 522 | 676
Loan notes receivable at 31 December | 13,840 | 7,607

There are no transactions with Key Management Personnel other than those disclosed in note 15.

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33. Events after the reporting period

1. In January 2026, Mottram Topco repaid £10.6m out of the £13.8m loan notes outstanding in cash. £3.2m were converted to equity investment

in Mottram Topco.

2. On 22 January 2026, the Group acquired 100% of the equity of NSS Franchising Limited (NSS) for total consideration of £2.8m (cash £1.8m,

contingent consideration at fair value £1.0m). The acquisition will be accounted for as a business combination in accordance with IFRS 3.

NSS is a property search business providing property search packs in England and Wales. NSS is considered a good strategic fit with the Group and

is expected to enhance the Group’s Homefast conveyancing solution, which includes sourcing search packs for consumers.

No revenue or profit of NSS is included in the Group’s results for the year ended 31 December 2025 as the acquisition completed after the

reporting date.

As at the date these Financial Statements were authorised for issue, the initial accounting for the business combination is incomplete. The

amounts recognised in 2026 may be adjusted within the measurement period as valuations and assessments are finalised.

3. Following the completion of its £7.0m share buyback programme in January 2026 which was announced on 25 April 2024, the Group announced

the commencement of a new share buyback programme on 27 January 2026 in respect of its ordinary shares up to a maximum consideration of

£12.0m from the date of the announcement.

4. The Group provided loans totalling £1.5m to franchisees to support the acquisition of additional lettings books.

34. Alternative performance measures

In reporting financial information, the Group presents APMs which are not defined or specified under the requirements of IFRS. The Group

believes that the presentation of APMs provides stakeholders with additional helpful information on the performance of the business but does not

consider them to be a substitute for or superior to IFRS measures. Definitions and reconciliations of the financial APMs used to IFRS measures, are

included below.

The Group reports the following APMs:

a) Group and Divisional Underlying Operating Profit

Underlying Operating Profit/(Loss) represents the profit/(loss) before tax for the period before net finance cost, share-based payments,

amortisation of intangible assets, exceptional items and contingent consideration. From 2025 onwards, it also includes other sources of earnings

from joint ventures (JV), such as interest income from loan notes issued to JVs. This measure is reported to the Directors as it is considered to

provide a consistent indication of both Group and Divisional underlying performance.

During the year, the Group revised its definition of Underlying Operating Profit to also include other sources of earnings from its joint ventures

(JVs), such as interest income from loan notes issued to JVs; in order to reflect the full economic benefit of the ownership of the JV which forms

part of the Group’s underlying operations. Comparative figures have not been restated, as no other sources of earnings other than the Group’s

share of the JV’s profit after tax were recognised prior to 2025.

The closest equivalent IFRS measure to Underlying Operating Profit is operating profit/(loss). Refer to note 5 for a reconciliation between profit/

(loss) before tax and Group and Divisional Underlying Operating Profit.

b) Group and Divisional Underlying Operating Margin

Underlying Operating Margin is defined as Underlying Operating Profit divided by revenue. Refer to note 5 for the calculation of both Group and

Divisional Underlying Operating Margin. The closest equivalent IFRS measure to Underlying Operating Margin is operating margin, refer to note 5

for a reconciliation between operating margin and Group Underlying Operating Margin.

c) Adjusted basic earnings per share, adjusted diluted earnings per share and adjusted profit after tax

Adjusted basic earnings per share was defined as Group Underlying Operating Profit/(Loss) adjusted for profit/(loss) attributed to non-controlling

interests, net finance cost (excluding exceptional and contingent consideration items, discounting on leases) less normalised tax (to arrive at

adjusted profit after tax), divided by the weighted average number of shares in issue during the financial period. The effect of potentially dilutive

ordinary shares is incorporated into the diluted measure. The closest equivalent IFRS measures are basic and diluted earnings per share.

In line with the Group’s change in definition of Underlying Operating Profit/(Loss), the Group has also revised its calculation of adjusted profit

after tax used in determining adjusted earnings per share (EPS), to adjust for other sources of earnings from JVs. This change ensures consistency

between the Group’s underlying operating profit/(loss) and its adjusted EPS

The closest equivalent IFRS measures are basic and diluted earnings per share. Refer to note 12 for a reconciliation between earnings/(loss) per

share and adjusted earnings per share.

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OVERVIEW

Notes to the Group Financial Statements continued

d) Adjusted operating expenditure

Adjusted operating expenditure is defined as the total of employee costs, depreciation on property, plant and equipment and other operating

costs and is considered to give a consistent indication of the Group’s underlying operating expenditure.

Restated

1

| 2025 | 2024
| £’000 | £’000
Total operating expenditure | (160,383) | (151,379)
Add back: | |
Other gains | (1,116) | (533)
Share of post-tax (profit) /loss from joint venture | (798) | 6
Share-based payments | 1,597 | 920
Amortisation of intangible assets | 3,032 | 2,988
Exceptional gains | (571) | (1,745)
Exceptional costs | 5,066 | 4,109
Contingent consideration | – | (426)
Adjusted operating expenditure | (153,173) | (146,060)

1 Refer to note 36 to the financial statements

e) Net cash/debt

Net cash/debt is defined as cash and short-term deposits less current and non-current borrowings, add IFRS 16 financial liabilities, deferred and

contingent consideration and where applicable cash held for sale.

| 2025 | 2024
| £’000 | £’000
Cash and short-term deposits | 67,050 | 60,663

Less: Interest-bearing loans and borrowings (including loan notes, overdraft, IFRS 16 Leases, contingent and

deferred consideration)

Current | (44,865) | (33,859)
Non-current | (4,148) | (3,490)
| 18,037 | 23,314
Add: IFRS 16 lease financial liabilities | 6,501 | 5,779
Add: deferred and contingent consideration | 3,259 | 3,306
Net cash | 27,797 | 32,399

f) Adjusted cash flow from operations

Adjusted cash flow from operations is defined as cash generated from operations before exceptional items, less the repayment of lease liabilities,

plus the utilisation of PI provisions.

| 2025 | 2024
| £’000 | £’000
Net cash generated from operating activities | 22,730 | 27,793
Exceptional costs paid | 3,910 | 3,066
Income taxes paid | 4,968 | 1,799
Interest received (leases) | (29) | (96)
Interest paid (leases) | 534 | 455
Cash generated from operations | 32,113 | 33,017
Payment of principal portion of lease liabilities | (2,486) | (2,895)
PI provision utilisation | 153 | 950
Adjusted cash flow from operations | 29,780 | 31,072

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

g) Cash flow conversion rate

Cash flow conversion rate is defined as cash generated from operations (pre-PI Costs and post-lease liabilities, divided by Group Underlying

Operating Profit.

| 2025 | 2024
| £’000 | £’000
Adjusted cash flow from operations | 29,780 | 31,072
Group Underlying Operating Profit from continuing operations | 32,618 | 27,784
Cash flow conversion rate | 91% | 112%

35. Subsidiary companies

As at 31 December 2025, the Group control directly or indirectly the following issued and fully paid ordinary and preference share capital of its

subsidiary undertakings, all of which are incorporated in Great Britain, with the exception of Albany Insurance Company (Guernsey) Limited, which

is incorporated in Guernsey, and whose operations are conducted mainly in the UK. The results for all the subsidiaries have been consolidated

within these Financial Statements:

| Registered | | | Proportion of |
| office | | | nominal value |
Name of subsidiary company | address | LSL holding | LSL Shareholder | of shares held | Nature of business
Lending Solutions Holdings Limited | 1 | Direct | LSL Property Services plc | 100% | Holding Company
Lending Solutions Limited | 1 | Indirect | Lending Solutions Holdings Limited | 100% | Non Trading
Financial Services | | | | |
Advance Mortgage Funding Limited | 1 | Direct | LSL Property Services plc | 100% | Financial Services
Direct Life and Pensions Services | 2 | Indirect | Direct Life Quote Holdings Ltd | 100% | Financial Services
Limited | | | | |
Direct Life Limited | 2 | Indirect | Direct Life and Pensions Services | 100% | Non Trading
| | | Limited | |
Direct Life Quote Holdings Limited | 2 | Direct | LSL Property Services plc | 100% | Holding Company
LifeQuote Limited | 2 | Indirect | Direct Life and Pensions Services | 100% | Non Trading
| | | Limited | |
Reeds Rains Financial Services Limited | 2 | Indirect | Reeds Rains Limited | 100% | Financial Services
First Complete Limited | 1 | Indirect | Lending Solutions Holdings Limited | 100% | Financial Services
| | | | | and Holding
| | | | | Company
Linear Wealth Management Limited | 2 | Indirect | Linear Financial Services Holdings | 100% | Non Trading
| | | Limited | |
Linear Financial Services Holdings | 2 | Indirect | First Complete Limited | 100% | Holding Company
Limited | | | | |
Linear Mortgage Network Holdings | 2 | Indirect | First Complete Limited | 100% | Holding Company
Limited | | | | |
Linear Mortgage Network Limited | 2 | Indirect | Linear Mortgage Network Holdings | 100% | Financial Services
| | | Limited | |
Mortgage Gym Solutions Ltd. | 2 | Direct | LSL Property Services plc | 100% | Non Trading
Personal Touch Administration Services | 2 | Indirect | Personal Touch Financial Services | 100% | Financial Services
Limited | | | Limited | |
Personal Touch Financial Services | 2 | Direct | LSL Property Services plc | 100% | Financial Services
Limited | | | | | and Holding
| | | | | Company
Qualis Wealth Limited | 2 | Direct | LSL Property Services plc | 100% | Non Trading
TenetLime Limited | 2 | Direct | LSL Property Services plc | 100% | Financial Services
Surveying & Valuation | | | | |

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Notes to the Group Financial Statements continued

| Registered | | | Proportion of |
| office | | | nominal value |
Name of subsidiary company | address | LSL holding | LSL Shareholder | of shares held | Nature of business
Albany Insurance Company | 5 | Direct | LSL Property Services plc | 100% | Captive Insurer
(Guernsey) Limited | | | | |
e.surv Limited | 4 | Direct | LSL Property Services plc | 100% | Chartered
| | | | | Surveyors
Surveying & Valuation – Asset Management | | | | |
LSL Corporate Client Services Limited | 1 | Direct | LSL Property Services plc | 100% | Asset
| | | | | Management
St Trinity Limited | 1 | Direct | LSL Property Services plc | 100% | Non Trading
Templeton LPA Limited | 1 | Indirect | First Complete Limited | 100% | Asset
| | | | | Management
Estate Agency Franchise – Residential Sales and Lettings | | | | |
Airport Lettings Stansted Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Bawtry Lettings and Sales Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Brown North East Lettings Ltd | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Charterhouse Management (UK) | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Limited | | | | |
David Frost Estate Agents Limited | 2 | Indirect | Vitalhandy Enterprises Limited | 100% | Non Trading
Davis Tate Ltd | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
EA Student Lettings Ltd | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Eastside Property Developments Ltd | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Fourlet (York) Limited | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
GFEA Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Guardian Property Lettings Limited | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
Hawes & Co Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Hawes & Co (Thames Ditton) Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Headway Property Management | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
Limited | | | | |
Holloways Residential Ltd | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Home and Student Link Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Homefast Property Services Limited | 2 | Indirect | Lending Solutions Holdings Limited | 77.5% | Conveyancing
| | | | | Packaging
Hydegate Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
ICIEA Limited | 2 | Indirect | LSLi Limited | 100% | Non-Trading
Inter County Lettings Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
IQ Property (Hull) Limited | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
JNP Estate Agents Limited | 2 | Indirect | LSLi Limited | 100% | Non Trading
JNP Estate Agents (Princes Risborough) | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Limited | | | | |
JNP (Residential Lettings) Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
JNP (Surveyors) Limited | 2 | Indirect | LSLi Limited | 100% | Non Trading and
| | | | | Holding Company
Kent Property Solutions Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
LSL Land & New Homes Ltd | 2 | Indirect | your-move.co.uk Limited | 100% | Residential Sales

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| Registered | | | Proportion of |
| office | | | nominal value |
Name of subsidiary company | address | LSL holding | LSL Shareholder | of shares held | Nature of business
Lauristons Estate Agents Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non-Trading
Lawlors Property Services Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
LetCo Group Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Holding Company
LetCo Limited | 2 | Indirect | LetCo Group Limited | 100% | Non Trading
Lets Move Property Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Longshoot Properties Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
LSLi Limited | 1 | Direct | LSL Property Services plc | 100% | Estate Agency
| | | | | Franchising and
| | | | | Holding Company
New Daffodil Limited | 2 | Direct | LSL Property Services plc | 100% | Non Trading
New Let Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Oakley Lettings Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Paul Graham Lettings & | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Management Ltd | | | | |
Philip Green Lettings Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
PHP Lettings Scotland Limited | 3 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Prestons Lettings Ltd | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
Pygott & Crone Lincoln Lettings Limited | 2 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Reeds Rains Limited | 2 | Direct | LSL Property Services plc | 100% | Estate Agency
| | | | | Franchising and
| | | | | Holding Company
Reeds Rains Cleckheaton Limited | 2 | Indirect | Reeds Rains Limited | 100% | Non Trading
Simply Let Ltd. | 3 | Indirect | your-move.co.uk Limited | 100% | Non Trading
Thomas Morris Limited | 1 | Indirect | LSLi Limited | 100% | Non Trading
Top-Let Limited | 2 | Indirect | LetCo Group Limited | 100% | Non Trading
Vitalhandy Enterprises Limited | 2 | Indirect | LSLi Limited | 100% | Holding Company
Warners Letting Agency Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
Yates Lettings Limited | 2 | Indirect | JNP (Surveyors) Limited | 100% | Non Trading
your-move.co.uk Limited | 1 | Indirect | Lending Solutions Holdings Limited | 100% | Estate Agency
| | | | | Franchising and
| | | | | Holding Company

Registered office addresses:

1. Victoria House Hampshire Court, Scotswood Road, Newcastle Upon Tyne, England, NE4 7YJ

2. Howard House, 3 St Mary’s Court, Blossom Street, York, YO24 1AH

3. 13 Queens Road, Aberdeen, Scotland, AB15 4YL

4. Unit 1, Orion Park, Kettering, Northamptonshire, England, NN15 6PP

5. The Albany, South Esplanade, St Peters Port, Guernsey, GY1 4NF

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OVERVIEW

Notes to the Group Financial Statements continued

Audit exemptions under section 479a of the Companies Act

The following sixteen subsidiaries are exempt from audit of individual accounts under section 479a of the Companies Act 2006:

• David Frost Estate Agents Limited (02685937)

• Direct Life Quote Holdings Limited (10283300)

• ICIEA Limited (04842186)

• JNP Estate Agents Limited (03764697)

• Lending Solutions Holdings Limited (05095079)

• Linear Mortgage Network Limited (05198588)

• LSL Corporate Client Services Limited (07299192)

• LSL Land & New Homes Ltd (09018581)

• Mortgage Gym Solutions Ltd. (12460735)

• New Daffodil Limited (02045933)

• Personal Touch Administration Services Limited (03456365)

• Qualis Wealth Limited (11784115)

• Reeds Rains Financial Services Limited (08130339)

• St Trinity Limited (07092652)

• Templeton LPA Limited (06507759)

• Thomas Morris Limited (04377568)

• Linear Wealth Management Limited

• Vitalhandy Enterprises Limited

36. Prior year restatements

During the year ended 31 December 2025, management performed an enhanced review of the Group’s consolidation processes and supporting

journals, including consolidation entries recorded in connection with disposals completed in 2023 and the processing of subsidiary statutory audit

adjustments within the Group consolidation.

As a result of this review, the Group has identified certain legacy consolidation items which require a retrospective restatement of comparative

information in accordance with IAS 8.

Disposal-related consolidation entries (2023)

In respect of disposals completed in 2023, certain consolidation journals used to derecognise the disposed entities’ net assets were not fully

aligned to the agreed completion Balance Sheet inputs. As a result, a lower level of Net Assets was derecognised at the disposal date than the

completion Balance Sheet position, with residual balances continuing to be reflected within certain working capital balances and equity.

Subsidiary statutory audit adjustments

In addition, following completion of certain subsidiary statutory audits, statutory audit adjustments were posted within subsidiary trial balances.

These adjustments were assessed as not material at Group level in the period recorded and therefore were not reflected consistently in the Group

consolidation in the corresponding period. Over time, in excess of ten years, the cumulative effect resulted in misalignment between subsidiary

statutory balances and the Group consolidation opening positions, impacting retained earnings and certain working capital balances.

The matters identified relate to consolidation-level entries and did not arise from changes to the underlying accounting records of the Group’s

continuing subsidiaries in the current year.

Accordingly, the Group has restated comparative information presented, including the consolidated income statement for the year ended

31 December 2024, and adjusted the opening balance of equity at 1 January 2024.

The restatement has no impact on the Group’s consolidated cash and cash equivalents.

Basic and diluted earnings per share for prior periods have also been restated, as a result of the items above. For the year to 31 December 2024,

the amount of the correction for basic earnings per share was an increase of 0.1 pence

As the adjustment has a material effect on the information in the statement of financial position at the beginning of the comparative period

presented, the Group has presented an additional statement of financial position as at 1 January 2024.

The following tables summarise the impact of the restatement on the consolidated financial statements.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Group balance sheet (extracts)

| Reported | | | Restated
| year ended | Subsidiary | Disposal-related | year ended
| 31 December | statutory audit | consolidation | 31 December
| 2023 | adjustments | entries | 2023
| £’000 | £’000 | £’000 | £’000
Non-current assets | | | |
Property, plant and equipment and right-of-use assets | 6,917 | 1 | – | 6,918
Investment in sublease | 1,756 | 1 | – | 1,757
Current assets | | | |
Trade and other receivables | 23,206 | (760) | – | 22,446
Current liabilities | | | |
Trade and other payables | (30,485) | (6) | (741) | (31,232)
Non-current liabilities | | | |
Provisions for liabilities | (5,647) | (225) | – | (5,872)
Net assets | 75,945 | (989) | (741) | 74,215
Equity | | | |
Retained Earnings | 74,087 | (989) | (741) | 72,357
Total Equity | 75,945 | (989) | (741) | 74,215

| Reported | | | Restated
| year ended | Subsidiary | Disposal-related | year ended
| 31 December | statutory audit | consolidation | 31 December
| 2024 | adjustments | entries | 2024
| £’000 | £’000 | £’000 | £’000
Non-current assets | | | |
Loans to franchisees and appointed representatives | 979 | (77) | | 902
Current assets | | | |
Trade and other receivables | 24,811 | (650) | | 24,161
Current liabilities | | | |
Financial liabilities | (5,597) | 2 | | (5,595)
Trade and other payables | (36,778) | 26 | (741) | (37,493)
Provisions for liabilities | (6,316) | (236) | | (6,552)
Net assets | 81,884 | (936) | (741) | 80,207
Equity | | | |
Retained Earnings | 80,417 | (943) | (741) | 78,733
Non-controlling interest | (280) | 7 | | (273)
Total Equity | 81,884 | (936) | (741) | 80,207

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

Notes to the Group Financial Statements continued

Group Income Statement

Year ended 31 December 2024

| Reported | | Restated
| year ended | Subsidiary | year ended
| 31 December | statutory audit | 31 December
| 2024 | adjustments | 2024
| £’000 | £’000 | £’000
Revenue | 173,175 | 143 | 173,318
Other operating costs | (35,548) | (90) | (35,638)
Group operating profit | 21,886 | 53 | 21,939
Profit before tax | 23,013 | 53 | 23,066
Profit for the period from continuing operations | 17,766 | 53 | 17,819
Profit for the period | 17,389 | 53 | 17,442
Attributable to: | | |
Owners of the parent | 17,363 | 46 | 17,409
Non-controlling interest | 26 | 7 | 33
| 17,389 | 53 | 17,442

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Parent Company Balance Sheet

as at 31 December 2025

Note

2025

£’000

2024

£’000

Non-current assets

Property, plant and equipment and right-of-use assets 2 465 735

Investment in subsidiaries 3 123,182 122,432

Investment in joint venture 5 14,988 11,585

Deferred tax asset 11 818 1,108

139,453 135,860

Current assets

Trade and other receivables 6 19,634 10,445

Financial assets 4 – 432

Cash and cash equivalents 7 474 32

Loans to joint venture 4 13,840 7,607

33,948 18,516

Total assets 173,401 154,376

Current liabilities

Trade and other payables 8 (68,117) (56,813)

Bank overdrafts 7 (36,701) (26,607)

Financial liabilities 9 (3,598) (3,380)

Provision for liabilities 10 – (571)

(108,416) (87,371)

Total liabilities (108,416) (87,371)

Net assets 64,985 67,005

Equity

Share capital 12 210 210

Share premium account 13 5,629 5,629

Share-based payment reserve 13 3,355 2,634

Shares held by employee benefit trust & share incentive plan 13 (1,316) (1,510)

Treasury shares 13 (9,876) (4,831)

Fair value reserve 13 (306) (306)

Retained earnings 67,289 65,179

Total equity 64,985 67,005

As permitted by Section 408 (3) of the Companies Act 2006, no profit and loss account of the Company is presented. The profit after tax for the

financial year of the Company was £13.3m (2024: £0.6m profit after tax). The notes on pages 153 to 158 form part of these Financial Statements.

The Financial Statements were approved by and signed on behalf of the Board by:

Adam Castleton

Group Chief Executive Officer

David Tilak

Group Chief Financial Officer

18 March 2026 18 March 2026

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Parent Company Statement

of Changes in Equity

For the year ended 31 December 2025

Share capital

£’000

Share

premium

£’000

Share- based

payment

reserve

£’000

Shares held by

EBT & SIP

£’000

Treasury

shares

£’000

Fair value

reserve

£’000

Retained

earnings

£’000

Total

£’000

As at 1 January 2025 210 5,629 2,634 (1,510) (4,831) (306) 65,179 67,005

Profit for the year – – – – – – 13,345 13,345

Total comprehensive

income for the year

– – – – – – 13,345 13,345

Transactions with owners in

their capacity:

Shares repurchased into

treasury

– – – – (5,045) – – (5,045)

Exercise of options – – (183) 194 – – 107 118

Vested share options lapsed

during the year

– – (408) – – – 408 –

Share-based payment

transactions

– – 1,255 – – – – 1,255

Tax on share-based

payments

– – 57 – – – – 57

Dividends paid – – – – – – (11,750) (11,750)

As at 31 December 2025 210 5,629 3,355 (1,316) (9,876) (306) 67,289 64,985

During the period, 103,505 share options were exercised relating to LSL’s various share option schemes resulting in the shares being sold by the

Employee Benefit Trust. LSL received £0.1m on exercise of these options.

The notes on pages 153 to 158 form part of these Financial Statements.

For the year ended 31 December 2024

Share capital

£’000

Share

premium

£’000

Share- based

payment

reserve

£’000

Shares held by

EBT & SIP

£’000

Treasury

shares

£’000

Fair value

reserve

£’000

Retained

earnings

£’000

Total

£’000

As at 1 January 2024 210 5,629 3,564 (2,871) (3,983) (306) 75,655 77,898

Profit for the year – – – – – – 557 557

Total comprehensive

income for the year

– – – – – – 557 557

Transactions with owners in

their capacity:

Shares repurchased into

treasury

– – – – (848) – – (848)

Exercise of options – – (943) 1,361 – – (245) 173

Vested share options lapsed

during the year

– – (995) – – – 995 –

Share-based payment

transactions

– – 920 – – – – 920

Tax on share-based

payments

– – 88 – – – – 88

Dividends paid – – – – – – (11,783) (11,783)

As at 31 December 2024 210 5,629 2,634 (1,510) (4,831) (306) 65,179 67,005

During the period, 383,216 share options were exercised relating to LSL’s various share option schemes resulting in the shares being sold by the

Employee Benefit Trust. LSL received £0.2m on exercise of these options.

The notes on pages 153 to 158 form part of these Financial Statements.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Notes to the Parent Company

Financial Statements

For the year ended 31 December 2025

1. 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 2 to the consolidated Financial Statements except as noted below.

Basis of preparation

The Company financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework

(FRS 101) as issued by the Financial Reporting Council, and in accordance with the provisions of the Companies Act 2006. These financial

statements present information for the Company as a separate entity. The Group continues to prepare consolidated Financial Statements in

accordance with UK-adopted International Financial Reporting Standards (IFRS).

The Company financial statements have been prepared on a going concern basis and under the historical cost convention, except for certain

financial assets and liabilities that are measured at fair value. The financial statements are presented in pounds sterling, rounded to the nearest

thousand (£’000), unless otherwise stated.

As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own income statement or statement of

comprehensive income. The profit for the financial year of the Company is disclosed in the Company balance sheet and statement of changes

in equity.

In preparing the Company Financial Statements management has considered the impact of climate change, taking into account the relevant

disclosures in the Strategic Report. The impact of climate-related risks on the Group Financial Statements have been disclosed in the Group basis of

preparation note. The extent to which the Group climate-related risks effect the Company accounts is focused on how medium (4-9 years) to long-

term risks (beyond 10 years) may impact our future revenue profile, which could further impact the carrying value of investments. The potential

impact of climate-related risks on the Company’s impairment assessment is considered sufficiently remote at this point in time and therefore no

sensitivity analysis has been performed.

Disclosure exemptions adopted

In preparing these financial statements, the Company has applied the disclosure exemptions available under FRS 101, as the Company is a

qualifying subsidiary of LSL Property Services plc. Accordingly, the Company has taken advantage of exemptions from the following disclosures:

• Additional comparative information as per IAS 1 Presentation of Financial Statements paragraph 38 in respect of reconciliations of the carrying

amounts of property, plant and equipment, and intangibles assets at the start and the end of the prior period.

• A Statement of Cash Flows

• Additional comparative information for narrative disclosures and information, beyond IFRS requirements

• Disclosures in relation to the objectives, policies and process for managing capital

• Disclosure of the effect of future accounting standards not yet adopted

• Related party transactions with wholly owned members of the group

In addition, and in accordance with FRS 101, further disclosure exemptions have been applied because equivalent disclosures are included in the

consolidated financial statements of LSL Property Services plc. These financial statements do not include certain disclosures in respect of:

• Share based payments – details of the number and weighted average exercise prices of share options, and how the fair value of goods or

services received was determined as per paragraphs 45(b) and 46 to 52 of IFRS 2 Share-Based Payment.

• Financial Instrument disclosures as required by IFRS 7 Financial Instruments: Disclosures

• Fair value measurements – details of the valuation techniques and inputs used for fair value measurement of assets and liabilities as per

paragraphs 91 to 99 of IFRS 13 Fair Value Measurement.

Investment in subsidiaries

Investments in subsidiaries are held at cost, less any provisions for impairment.

The Company recognises the share-based payment charge relating to its employees in the income statement with the share-based payment

charge relating to employees of the Group’s subsidiaries recognised as an increase to the Company’s cost of investment in subsidiary non-current

asset on the balance sheet, with a corresponding entry to the Company’s share-based payment reserve.

Judgements and estimates

Recoverability of investments and receivables from Group companies (estimate)

The Company applies the expected credit loss (ECL) model under IFRS 9 to financial assets measured at amortised cost, which include receivables

from Group companies and loans to joint ventures. The ECL model requires recognition of credit losses based on forward-looking information.

The Company recognises a loss allowance for expected credit losses at each reporting date. Expected credit losses are measured as the difference

between the present value of contractual cash flows due to the Company and the cash flows that the Company expects to receive.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Parent Company

Financial Statements

continued

For the year ended 31 December 2025

For intercompany receivables that do not have a significant financing component or are repayable on demand, the Company applies the

“simplified approach” under IFRS 9 and measures the loss allowance at an amount equal to lifetime expected credit losses.

The Company assesses whether credit risk has increased significantly since initial recognition and adjusts the loss allowance accordingly. When

there is objective evidence that a financial asset is credit-impaired, it is written down to its recoverable amount.

Details of any impairments recognised during the year in relation to investments are included in note 3 and in relation to intercompany balances

in note 6.

2. Property, plant, and equipment

Land and

buildings

£’000

Leasehold

improvements

£’000

Fixtures, fittings

and computer

equipment

£’000

Total

£’000

Cost

At 1 January 2025 215 74 1,943 2,232

Additions 370 – 106 476

Disposals – – (1,828) (1,828)

At 31 December 2025 585 74 221 880

Depreciation

At 1 January 2025 153 74 1,270 1,497

Charge for the year 88 – 31 119

Disposals – – (1,201) (1,201)

At 31 December 2025 241 74 100 415

Net book value

At 31 December 2025 344 – 121 465

At 31 December 2024 62 – 673 735

Owned assets – – 121 121

Right-of-use assets 344 – – 344

344 – 121 465

3. Investment in subsidiaries

Details of the subsidiaries held directly and indirectly by the Company are shown in note 35 to the Group Financial Statements.

2025

£’000

2024

£’000

At 1 January 122,432 113,484

Additions – 9,270

Adjustments for share-based payment 750 41

Impairment in cost of investments – (363)

At 31 December 123,182 122,432

Investment in subsidiaries for share-based payments represents the financial effects of awards by the Company of options over its equity shares to

employees of subsidiary undertakings. In 2025 there was an increase of £0.8m (2024: increase of £0.04m).

The Company performed an impairment indicator assessment as at 31 December 2025 and identified indicators of impairment in its investment in

Albany Insurance Company (Guernsey) Limited (Albany) due to the short-term outlook of the business.

Management estimated the recoverable amount of the investment in Albany as the higher of value in use (VIU) and fair value less costs of disposal

(FVLCD). Where VIU was used, the calculation was based on discounted cash flow projections using a pre-tax discount rate of 16.5% (2024: 16.3%)

and a terminal growth rate of 2.0% (2024: 2.0%).

Based on Management’s assessment, Albany’s recoverable amount (determined on a VIU basis) exceeded the carrying amount of the Company’s

investment at 31 December 2025 and, accordingly, no impairment charge was recognised in 2025.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Sensitivity to change in assumptions

Sensitivity analysis has been performed for investments held by the Company at the reporting date to assess the extent to which reasonably

possible changes in key assumptions would impact the impairment charge. Management deemed that there are no reasonably possible changes in

key assumptions that would cause any of the Company’s investments’ carrying amounts to exceed its recoverable amounts.

4. Financial assets

2025

£’000

2024

£’000

Financial assets at fair value through income statement (FVPL)

Contingent consideration receivable – 432

– 432

Financial assets at amortised cost

Loan notes to joint venture 13,840 7,607

13,840 7,607

In 2025, the Group provided further funding of £5.3m (2024: £7.6m) to its joint venture Mottram TopCo Limited in the form of 10% unsecured

loan notes. Finance income of £0.9m (2024: £nil) was recognised in 2025. The loan notes are fully repaid in January 2026.

5. Investment in joint venture

At cost

2025

£’000

2024

£’000

At 1 January 11,585 9,359

Equity investment in Pivotal Growth 2,605 2,232

Equity accounted profit 1,195 107

Adjustment for non-controlling interests (397) (113)

At 31 December 14,988 11,585

Pivotal Growth

A further £2.6m equity investment in Pivotal was made throughout 2025, please refer to note 20 in the Group Financial Statements for

further information.

6. Trade and other receivables

2025

£’000

2024

£’000

Current

Prepayments 689 663

Other taxes and social security 191 393

Amounts owed by Group undertakings 18,754 9,389

19,634 10,445

The expected credit loss relating to non-current intercompany receivables is 6.0m at 31 December 2025 (31 December 2024: £6.4m) and

intercompany receivables are presented net of this provision. No allowance for expected credit losses is deemed necessary in respect of current

intercompany receivables.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

OVERVIEW

Notes to the Parent Company

Financial Statements

continued

For the year ended 31 December 2025

7. Cash and cash equivalents and bank overdrafts

2025

£’000

2024

£’000

Cash and cash equivalents 474 32

Cash and cash equivalents (excluding bank overdrafts) 474 32

Cash at bank earns interest at floating rates based on daily bank overnight deposit rates.

2025

£’000

2024

£’000

Bank overdrafts 36,701 26,607

Bank loans – RCF and overdraft

The Company’s bank loan totals £nil (2024: £nil) and the Company’s overdraft totals £36.7m (2024: £26.6m).

8. Trade and other payables

2025

£’000

2024

£’000

Trade payables 323 919

Accruals 1,858 1,915

Amounts owed to Group undertakings 65,936 53,979

68,117 56,813

Amounts owed to Group undertakings are repayable on demand.

9. Financial liabilities

2025

£’000

2024

£’000

Current

Contingent consideration liabilities 3,259 3,306

IFRS16 Financial Liabilities 339 74

3,598 3,380

10. Provision for liabilities

Provision

£’000

Balance at 1 January 571

Amount released (571)

Balance at 31 December –

Included in the sale agreement of LMS was a four year claims indemnity of £2.0m, for which the Group has previously provided £0.6m for certain

claims, which it considers to be the most likely outcome. The Group disposed of LMS in 2021, and therefore the four year limit has now elapsed.

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

11. Deferred tax

Deferred tax asset

2025

£,000

2024

£,000

Depreciation charged in advance of capital allowances 176 229

Share options – 696

Losses 234 183

Other temporary differences 408 –

Deferred tax asset at 31 December 818 1,108

2025

£,000

2024

£,000

Deferred tax asset at 1 January 1,108 3,659

Deferred tax credit in profit and loss account for the year (348) (2,666)

Deferred tax (charge) / credit to equity 58 115

Deferred tax asset at 31 December 818 1,108

A deferred tax asset has been recognised on the basis that the Group is anticipated to make sufficient taxable profits in the foreseeable future

against which the Company’s attributable assets can be utilised. The Group’s 3-year plan indicates that the Company’s losses will be able to be

offset within the Group via group relief. Management is therefore satisfied that these can be utilised in a future period.

12. Called up share capital

2025 2024

Shares £’000 Shares £’000

Authorised:

Ordinary Shares of 0.2 pence each 500,000,000 1,000 500,000,000 1,000

Issued and fully paid:

At 1 January 105,158,950 210 105,158,950 210

Issued in the year – – – –

At 31 December 105,158,950 210 105,158,950 210

A ordinary shares carry one vote per share and rank pari passu

for dividends.

The Company has one class of share capital, being ordinary shares. Each ordinary share carries one vote, ranks equally for dividends and capital

distributions, and is not redeemable.

13. Reserves

Share premium

The amount subscribed for share capital in excess of nominal value less any costs attributable to the issue of new shares.

Share-based payment reserve

This represents the amount provided in the year in respect of share awards. The Company has operated long-term incentive plans (including CSOP)

and a number of SAYE schemes for the employees in the Company and the Group. See note 15 to the Group Financial Statements for details of the

LTIP, CSOP and the SAYE schemes.

Shares held by employee benefit trust (EBT) and share incentive plan (SIP)

Shares held by EBT represent the cost of LSL shares purchased in the market and held by the Employee Benefit Trust and the Share Incentive Plan

(SIP) to satisfy future exercise of options under the Group’s employee share options schemes. The EBT and SIP are treated as an extension of

the company.

At 31 December 2025, the Trust held 142,244 (2024: 174,248) LSL shares at an average cost of £3.86 (2024: £3.86), and the SIP held 871,803

(2024: 951,904) LSL shares at an average cost of £0.88 (2024: £0.88). The market value of the LSL shares at 31 December 2025 was £2.7m (2024:

£3.4m). The nominal value of each share is 0.2 pence.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

Notes to the Parent Company

Financial Statements

continued

For the year ended 31 December 2025

Treasury shares

Treasury shares represent the cost of LSL shares purchased in the market under the share buy-back programmes, including the programme

initiated in 2022 and the £7m programme announced in April 2024, which completed in January 2026 following the repurchase of ordinary shares

up to the maximum consideration. In January 2026, the Board announced the launch of a new £12m share buy-back programme. At 31 December

2025, LSL had repurchased 3,356,874 (2024: 1,458,933) LSL shares at an average cost of £2.94 (2024: £3.31). The market value of the LSL shares at

31 December 2025 was £8.8m (2024: £4.4m). The nominal value of each share is 0.2 pence..

Fair value reserve

The fair value reserve is used to record the changes in fair value of equity financial assets.

14. Company profit for the financial year after tax

The Company has not presented its own profit and loss account as permitted by section 408 of the Companies Act 2006. The profit after tax for the

year was £13.3m (2024: profit of £0.6m).

Remuneration paid to Directors of the Company is disclosed in note 15 to the Group Financial Statements.

The Company paid £0.3m (2024: £0.4m) to its auditors in respect of the audit of the Financial Statements of the Company.

Fees paid to the external auditors and their associates for non-audit services to the Company itself are not disclosed in the individual accounts

of the Company because Group financial statements are prepared which are required to disclose such fees on a consolidated basis. These are

disclosed in note 11 to the Group Financial Statements.

15. Pensions costs and commitments

Total contributions to the defined contribution schemes in the year were £0.2m (2024: £0.2m). The amount outstanding in respect of pensions as

at 31 December 2025 was £nil (2024: £nil).

The average monthly number of employees (including directors) during the year was 106 (2024: 109).

16. Related party transactions

During the year the transactions entered into by the Company with non-wholly owned subsidiaries are as follows:

Sales to related

parties

£’000

Purchases from

related parties

£’000

Amounts owed

by related parties

£’000

Amounts owed

to related parties

£’000

Non-wholly owned subsidiaries

2025 – – 31 –

2024 – – 1 –

The expected credit loss relating to related parties receivables with non-wholly owned subsidiaries is £nil at 31 December 2025 (31 December

2024: £nil) and the related parties receivables are presented net of this provision.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

159

OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Definitions

“Adjusted Basic Earnings per Share” or “Adjusted Basic EPS” is defined at note 34 to the Financial Statements.

“Adjusted EBITDA” is Group Underlying Operating Profit (note 5 to the Financial Statements) plus depreciation on property, plant and equipment.

“AGM” Annual General Meeting.

“AI” artificial intelligence.

“AR” appointed representative under the FCA’s Appointed Representatives Regime.

“ARC ” Audit & Risk Committee.

“AVM ” automated valuation model.

“Basic Earnings per Share” or “EPS” is defined at note 12 to the Financial Statements.

“Board”/“Board of Directors” the Board of Directors of LSL.

“BAYE” Buy As You Earn (also referred to as SIP).

“BoE” Bank of England.

“B2B” business to business.

“B2C ” business to customer.

“CAGR” compound annual growth rate.

“Committee(s)” refers to LSL’s Nominations Committee, the Audit & Risk Committee, the Remuneration Committee and the Disclosure Committee.

“Company” or “Parent Company” refers to LSL Property Services plc.

“Code” UK Code of Corporate Governance published by the Financial Reporting Council (FRC).

“CEF” Colleague Engagement Forum.

“CEO” or “Group CEO” Chief Executive Officer, Adam Castleton.

“CFO” or “Group CFO” Chief Financial Officer, David Tilak from 12 January 2026. Adam Castleton prior to 28 April 2025.

“Colleague Forums” or “Forums” our LSL Group Colleague Engagement, Inclusion and Diversity, and Communities forums.

“CPO” or “Group CPO” Chief People Officer, Debra Gardner.

“CRM” client records management system.

“CRO” or Group CRO" Chief Risk Officer, Saad Hassanuddin.

“CSOP” Company Share Ownership Plan.

“CT” corporation tax.

“D2C” direct to consumer.

“DISC” LSL’s Data and Information Security Committee.

“Davis Tate” trading name of Davis Tate Ltd.

“DEFRA” Department for Environment, Food and Rural Affairs.

“Director” an Executive Director or Non-Executive Director of LSL.

“Division(s)” refers to each of our Financial Services, Surveying & Valuation and Estate Agency Franchising Divisions.

“DLPS” Direct Life and Pension Services Limited.

“DPO” data protection officer.

“EBITDA” earnings, before interest, taxes, depreciation and amortisation.

“Elsevier” Elsevier Limited.

“Embrace Financial Services” or "EFS" Embrace Financial Services Limited.

“EPS” Earnings per Share.

“Ernst & Young” or “EY” Ernst & Young LLP.

“ESG” Environmental, Social and Governance.

“ESOT” LSL’s employee share scheme.

“ESOT Trustees” Apex Financial Services (Trust Company) Limited.

“Estate Agency Franchising Division” this refers to the provision of estate agency franchising services such as brand marketing and commercial and

IT support, to a network of territories across the UK.

“e.surv” or “e.surv Chartered Surveyors” trading names of e.surv Limited.

“EWG” LSL’s Environmental Working Group.

“Executive Committee” Executive Committee of the Group, which includes the Executive Directors.

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OVERVIEW

Definitions continued

“Executive Director(s)” Adam Castleton and David Tilak.

“FCA” Financial Conduct Authority.

“Financial Services Division” or “Financial Services” or “FS” refers to LSL’s financial services division (including mortgage, non-investment

insurance brokerage services and the operation of LSL’s intermediary networks).

“Financial Services network” refers to the PRIMIS network and TMA mortgage club.

“Financial Statements” financial statements contained in this Report.

“FRC” Financial Reporting Council.

“FTE”

full-time equivalent.

“FY” full year.

“GHG” greenhouse gas.

“Greenhouse Gas Protocol” a global standardised framework to measure GHG emissions from private and public sector operations.

“Global Property Ventures” refers to Global Property Ventures Limited.

“Grant Thornton” or “GT” Grant Thornton UK LLP.

“Group” LSL Property Services plc and its subsidiaries.

“Group Company Secretary” Debbie Fish

“Group First” Group First Ltd, holding company of Mortgages First Ltd and Insurance First Brokers Ltd.

“Group Revenue” total revenue for the LSL Group.

“Group Underlying Operating margin” Group Underlying Operating Profit divided by Group Revenue.

“Goodfellows” trading name of GFEA Limited.

“HMRC” His Majesty’s Revenue and Customs.

“Homefast” Homefast Property Services Limited.

“IAS” International Accounting Standards.

“IBNR” Incurred But Not Reported.

“I&D” Inclusion and Diversity.

“IFRS” International Financial Reporting Standards.

“JNP” trading name of JNP Estate Agents Limited.

“JV” joint venture.

“Korn Ferry” trading name of Korn Ferry Hay Group Limited.

“KPI” key performance indicators.

"KRI" key risk indicators.

“Land & New Homes” LSL Land & New Homes Ltd.

“Lauristons” trading name of Lauristons Limited.

“Listing Rules” or “UK Listing Rules” FCA Listing Rules.

“LMS” LMS Direct Conveyancing Limited and Cybele Solutions Holdings Limited.

“LSLi” LSLi Limited and its subsidiary companies. During 2023 the estate agency branches owned by the LSLi companies were franchised as part

of the conversion of the entire LSL owned estate agency network to franchises, these included JNP, Intercounty, David Frost Estate Agents Limited,

Goodfellows, Davis Tate, Lauristons, Hawes & Co and Thomas Morris).

“LSL” or “Group” or “Parent Company” refers to LSL Property Services plc and its subsidiaries.

“LSL Corporate Client Department” trading name of LSL Corporate Client Services Limited.

“LTIP” long-term incentive plan.

“2025 LTIP” a new incentive scheme put in place in 2025 to replace the Executive Directors performance share plan, see page 67.

“Management” refers to the Group’s management teams.

“MAR” the UK Market Abuse Regulation.

“MD” Managing Director.

“Mortgage Gym” Mortgage Gym Solutions Ltd.

“New Build” refers to RSC New Homes Limited and the Group First companies.

“Non-Executive Director” refers to Gaby Appleton, Darrell Evans, Sonya Ghobrial, James Mack and Michael Stoop.

“Notice of Meeting” the circular made available to shareholders setting out details of the AGM.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

"NSS" NSS Franchising Ltd.

“ONS” Office for National Statistics.

“P&L” profit and loss statement.

“PDMRs” Persons Discharging Managerial Responsibility as defined in Article 3(1) (25) of UK MAR.

“Pivotal Growth” Pivotal Growth Limited.

“PI” professional indemnity.

“PI Costs” costs relating to ongoing and expected future PI claims relating to Surveying & Valuation business.

“Pollen Street Capital” or “PSC” Pollen Street Capital Limited.

“PPE” property, plant and equipment.

“PRIMIS network” or “PRIMIS” or “PRIMIS mortgage network” a trading name of Advance Mortgage Funding Limited, First Complete Limited and

Personal Touch Financial Services Limited.

“RCF” revolving credit facility.

“Reeds Rains” trading name of Reeds Rains Limited.

“Registered Office” First Floor, Victoria House, Hampshire Court, East Newcastle Business Park, Scotswood Road, Newcastle Upon Tyne, NE4 7YJ.

“RELX” RELX Group plc.

“Report” LSL’s Annual Report and Accounts 2025.

“RIDDOR” Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013.

"ROCE" return on capital employed.

“RSC New Homes” or “RSC” RSC New Homes Limited.

“SAYE” Save As You Earn.

“SECR” Streamlined Energy and Carbon Reporting.

“Senior Management Team” or “senior managers” refers to our Group Executive Committee, the Divisional Managing Directors and the Group

Company Secretary and their direct reports who are A1 and A2 grades (excluding the Executive Directors).

“SDLT” stamp duty and land tax.

“SID” Senior Independent Director, James Mack (with effect from 5 March 2025).

“SIP” Share Incentive Plan (also referred to as BAYE).

“SME” small and medium sized enterprises.

“SSC” Sustainability Steering Committee.

“Surveying & Valuation” refers to e.surv Limited (including where it trades as Walker Fraser Steele) and asset management businesses.

“TCFD” Task Force on Climate-related Financial Disclosures

“Templeton” trading name of Templeton LPA Limited.

“TMA” The Mortgage Alliance

“TSR” total shareholder return.

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LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

162 163

OVERVIEW

Shareholder Information

(including forward-looking statements information)

Registered office

First Floor, Victoria House, Hampshire Court,

East Newcastle Business Park, Scotswood Road,

Newcastle Upon Tyne, NE4 7YJ

Telephone: +44 (0) 191 233 4600

Company website: lslps.co.uk

Registered in England and Wales - number 5114014

Email: investorrelations@lslps.co.uk

Please use the above email address to contact the Board via the

Group Company Secretary.

Advisers

Corporate brokers

Shore Capital

Cassini House, 57 St. James’s Street, London,

SW1A 1LD, United Kingdom

Jeffries International

100 Bishopsgate, London, EC2N 4JL, United Kingdom

Independent auditors

Grant Thornton UK LLP

No 1 Whitehall Riverside, Leeds, LS1 4BN, United Kingdom

Financial public relations

Burson Buchanan

Rose Court, 2 Southwark Bridge Road, London, SE1 9HS

Share Registrar

MUFG Corporate Markets

Central Square, 29 Wellington Street, Leeds, LS1 4DL,

United Kingdom

Telephone: +44 (0) 371 664 0300

Website: mpms.mufg.com

shareholderenquiries@cm.mpms.mufg.com

If you have any queries regarding your shareholding, please contact

the registrar. Calls are charged at the standard geographic rate and

will vary by provider. Calls outside the UK will be charged at the

applicable international rate.

If contacting the registrars, the country code should be used when

calling from outside the UK. Lines are open from 9:00 a.m. to 5:30

p.m. (UK time), Monday to Friday (excluding public holidays in

England and Wales).

Financial calendar 2026

14 May 2026 Ex-dividend date

15 May 2026 Record date

26 May 2026 Last day for dividend reinvestment plan election

16 June 2026 2026 final dividend payment

Dividends

The Dividend Reinvestment Plan (DRIP) allows UK Shareholders to

request the registrar to use their dividend to purchase shares in the

Company. Please contact MUFG for more information; you do not

have to re-apply if you have already made a DRIP re-election. The

Company will no longer pay dividends by cheque, with dividends

instead paid directly into Shareholders’ nominated bank or building

society accounts from November 2026. DRIP elections remain

available.

Share price information

The Company’s ordinary shares are listed on the Main Market of the

London Stock Exchange. Share price information can be found on our

website, lslps.co.uk.

ISIN number: GB00B1G5HX72

SEDOL number: B1G5HX7

Legal Entity Identifier: 213800T4VM5VR3C7S706

Current and historical share prices can be found on the Company’s

website and in the Financial Times. For a real time buying or selling

price, you should contact a stockbroker.

E-communications

Shareholders are encouraged to receive information electronically

in order to access information quickly and securely and reduce costs

and the impact on the environment. To register for this service,

please visit signalshares.com.

Share dealing and Signal Shares

The Company’s shares can be traded through most banks, building

societies and stockbrokers. Additionally, Shareholders can buy and

sell shares through a telephone and internet service provided by the

Company’s Registrar, MUFG Corporate Markets.

Signal Shares, a website operated by MUFG Corporate Markets,

allows Shareholders to view the details of their Shareholding, register

for e-communications and send voting instructions electronically

if they have received a voting form with an electronic reference or

signed up for Signal Shares.

For more information about both services, log on to signalshares.com

or call +44 (0) 371 664 0445 (use the country code when calling from

outside the UK). Lines are open Monday to Friday from 8:00 a.m. to

4:30 p.m. (UK time), Monday to Friday (excluding public holidays in

England and Wales).

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OTHER INFORMATIONFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTOVERVIEW

Scams and fraud

Many companies have become aware that their Shareholders have

received unsolicited phone calls or correspondence concerning

investment matters. These are typically from overseas-based

‘brokers’ who target UK Shareholders, offering to sell them what

often turn out to be worthless or high-risk shares in US or UK

investments. These operations are commonly known as ‘boiler

rooms’. These ‘brokers’ can be very persistent and extremely

persuasive. It is not just the novice investor that has been duped

in this way; many of the victims had been successfully investing

for several years. Shareholders are advised to be very wary of any

unsolicited advice, offers to buy shares at a discount or offers of free

company reports.

How to avoid share fraud

• Keep in mind that firms authorised by the FCA are unlikely to

contact you out of the blue with an offer to buy or sell shares.

• Do not get into a conversation, note the name of the person and

firm contacting you and then end the call.

• Check the Financial Services Register (the Register) on fca.org.uk,

to see if the person and firm contacting you is authorised by the

FCA.

• Beware of fraudsters claiming to be from an authorised firm,

copying its website or giving you false contact details.

• Use the firm’s contact details listed on the Register if you want to

call it back.

• Call the FCA on 0800 111 6768 if the firm does not have contact

details on the Register or you are told they are out of date.

• Search the list of unauthorised firms to avoid at fca.org.uk/scams.

• Consider that if you buy or sell shares from an unauthorised firm

you will not have access to the Financial Ombudsman Service or

Financial Services Compensation Scheme.

• Think about getting independent financial and professional advice

before you hand over any money.

• Remember, if it sounds too good to be true, it probably is!

Report a scam

If you are approached about an investment scam, you should tell the

FCA using the share fraud reporting form at fca.org.uk/scams, where

you can find out more about investment scams. You can also call the

FCA Consumer Helpline on 0800 111 6768.

If you have already paid money to share fraudsters, you should

contact Action Fraud on 0300 123 2040.

Details of any share dealing facilities that the Company endorses will

be included in Company mailings.

Forward-looking statements

This Report may contain certain statements that are forward-looking

statements. They appear in a number of places throughout this

Report and include statements regarding our intentions, beliefs

or current expectations and those of our Officers, Directors and

employees concerning, amongst other things, our results of

operations, financial condition, liquidity, prospects, growth, strategies

and the business we operate. By their nature, these statements

involve risks and uncertainty since future events and circumstances

can cause results and developments to differ materially from those

anticipated. The forward-looking statements reflect knowledge

and information available at the date of preparation of this Report

and, unless otherwise required by applicable law, we undertake no

obligation to update or revise these forward-looking statements.

Nothing in this Report should be construed as a profit forecast.

The Company and its Directors accept no liability to third-parties

in respect of this Report save as would arise under English law.

Information about the management of the Principal Risks and

Uncertainties facing the Group is set out within the Strategic Report

on pages 28 to 30.

Any forward-looking statements in this Report speak only at the date

of this Report and the Company undertakes no obligation to update

publicly or review any forward-looking statement to reflect new

information or events, circumstances or developments after the date

of this Report.

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The leading B2B platform for

UK residential market services.

LSL Property Services plc

Company Number: 5114014

For further information about our Group,

please visit our website: lslps.co.uk

LSL PROPERTY SERVICES PLC ANNUAL REPORT AND ACCOUNTS 2025

Designed and produced by

www.blackandcallow.co

m

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Annual Report

and Accounts 2025

LSL PROPERTY SERVICES PLC

LSL PROPERTY SERVICES PLC

lslps.co.uk

Registered in England

(Company number 5114014)

Registered office:

First Floor,

Victoria House,

Hampshire Court,

East Newcastle Business Park,

Scotswood Road,

Newcastle Upon Tyne,

NE4 7YJ

Email: investorrelations@lslps.co.uk

LSL Property Services plc Annual Report and Accounts 2025

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